Jim Koch

Founder, Brewer, and

ChairmanNotice of the Board2020 Annual Meeting of Directors

May 25, 2016

Stockholders Meeting Information MAY 14, 2020, 9:00 A.M., Eastern Time

a.m. ET (doors open at approximately 8:00 am) Samuel Adams Brewery, 30 GermaniaFaneuil Hall Taproom 60 State Street, Boston, Massachusetts

To our Stockholders:

The 20162020 Annual Meeting of the Stockholders of The Boston Beer Company, Inc. (“("Boston Beer”,Beer," the “Company”, “we”,"Company," "we," or “us”"us") will be held on Wednesday,Thursday, May 25, 2016,14, 2020. Subject to change, as we deem necessary or prudent as a result of the COVID-19 virus, the Meeting will be held at 9:00 a.m. at the Samuel Adams Brewery,Faneuil Hall Taproom, located at 30 Germania60 State Street in Boston, Massachusetts.

Any changes to the time and location of the 2020 Annual Meeting will be announced by press release, which will be posted on our website at www.bostonbeer.com and filed with the Securities and Exchange Commission ("SEC") as additional proxy materials. If you are planning to attend the meeting in person, please check the website prior to the meeting date. The Class A Stockholders will meet for the following purposes:

1. For the election of three (3) Class A Directors, each to serve for a term of one (1) year; 2. To conduct an advisory vote regarding the compensation of our Named Executive Officers; and 3. To consider and act upon any other business that may properly come before the meeting. By order of the Board of Directors, MICHAEL G. ANDREWS Associate General Counsel & Corporate Secretary April 3, 2020 The Class B StockholdersStockholder will attend for the following purposes:

1. For the election of four (4) Class B Directors, each to serve for a term of one (1) year; 2. To ratify the selection of Deloitte & Touche LLP ("Deloitte") as our independent registered public accounting firm for the fiscal year ending December 26, 2020 ("Fiscal Year 2020"); and 3. To consider and act upon any other business that may properly come before the meeting. These items of business are more fully described in the Proxy Statement accompanying this Notice. The Board of Directors fixed the close of business on March 28, 201616, 2020 as the Record Date for the meeting. Only stockholdersStockholders of recordRecord on that datethe Record Date are entitled to notice of and to vote at the meeting.

YOUR VOTE IS VERY IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SUBMIT YOUR PROXY OR VOTING INSTRUCTIONS AS SOON AS POSSIBLE. You may submit your proxy: (1) by mail using a traditional proxy card; (2) by calling the toll-free number listed on your proxy card; or (3) through the internet, as described in the enclosed materials. If you receive more than one proxy because you own shares registered in different names or addresses, each proxy should be voted. This Proxy Statement and accompanying proxy are being distributed on or about April 13, 2016.

	April 13, 2016	Kathleen H. Wade
		Corporate Secretary

3, 2020. Notice of the 2020 Annual Meeting of Stockholders Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on May 25, 2016

The Notice of Annual Meeting, Proxy Statement, and the Annual Report to Stockholders (the “Proxy Materials”) are available on the internet.14, 2020 BY INTERNET You may access the Proxy Materials athttp://www.bostonbeer.com.

Table of Contents

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FREQUENTLY ASKED QUESTIONS

This Proxy Statement is provided in connection with the solicitation of proxies by the Board of Directors of Boston Beer for use at the 2016 Annual Meeting of Stockholders and at any adjournments thereof.

The Annual Meeting will be held on Wednesday, May 25, 2016, at 9:00 a.m. ET at the Samuel Adams Brewery located at 30 Germania Street, Boston, Massachusetts. The Brewery will be open at approximately 8:30 a.m. ET. Stockholders who are entitled to vote may attend the meeting, as well as our invited guests. Each stockholder is permitted to bring one guest. Use of the subway is encouraged due to parking limitations.

DIRECTIONS TO THE BREWERY

FROM THE SOUTH OF BOSTON

Take 93N to exit 18 (Mass Ave and Roxbury Exit). Go straight down Melnea Cass Blvd toward Roxbury. Once on Melnea Cass Blvd you will go through seven lights. At the eighth light take a left on Tremont St(Landmark: Northeastern University and Ruggles T Station will be on your right when you turn onto Tremont St. Note: Tremont St eventually becomes Columbus Ave). Follow Tremont St through seven lights. Take a right on Amory St(Landmark: look for a big, powder blue Muffler Mart shop on the right – directly after Centre Street). Follow Amory St through 2 lights. After the 2^ndlight take a left on Porter St(Landmark: Directly after Boylston St). Go to the end of Porter St and the Brewery is on the right.

FROM THE NORTH OF BOSTON

Take 93S to exit 18(Mass Ave and Roxbury exit) and follow the above directions.

FROM THE SUBWAY

Take the Orange Line outbound toward Forest Hills. Exit at the Stony Brook stop. Above ground take a left onto Boylston St. Take your first right onto Amory St. Then take your first left onto Porter St to Brewery gate(the Brewery will be at the end of Porter St on your right).

You can vote if you held shares of Class A or Class B Common Stock as of the close of business on March 28, 2016 (the “Record Date”). Each outstanding share of Boston Beer’s Class A and Class B Common Stock entitles the stockholder to one (1) vote on each matter properly brought before the Class. On the Record Date, we had outstanding and entitled to vote 9,371,466 shares of Class A Common Stock, $.01 par value per share, and 3,367,355 shares of Class B Common Stock, $.01 par value per share.

If your shares are registered in your name on the books and records of Computershare, our registrar and transfer agent, you are a “Stockholder of Record” (also sometimes referred to as a “Registered Stockholder”). If you are a Stockholder of Record, we sent the Notice directly to you.

If your shares are held by your broker or bank on your behalf, your shares are held in “Street Name” and you are considered a “Beneficial Owner.” If this is the case, the Notice has been forwarded to you by your broker, bank, or other holder of record.

If you are a Stockholder of Record, please bring your Admission Ticket, Notice, other evidence of ownership if you voted by mail, or the Notice and photo identification if you voted by phone or internet. If you are a Beneficial Owner, you must present proof of ownership of Boston Beer shares as of March 28, 2016, such as the Notice you received from your broker or a brokerage account statement, and photo identification. In either case, you do not need to contact us in advance to inform us that you will be attending.

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By Internet or Telephone: You may vote your proxy by the internet or by telephone by following the instructions provided in the Notice. To vote by the internet, go tohttp://www.envisionreports/sam and follow the steps outlined on the secured website.13, 2020. BY TELEPHONE To vote by telephone, call toll free at 1-800-652-8683. Internet and telephone voting for Stockholders of Record will be available 24 hours a day and will close at 11:59 p.m. ET on May 24, 2016.

By Mail:13, 2020. BY MAIL If you received printed copies of the Notice of Annual Meeting, Proxy Statement, Proxy Card, and the Annual Report to Stockholders (the “Proxy Materials”),Materials, you may vote by completing, signing, and dating the Proxy Card and returning it in the prepaid envelope.

In Person at the Annual Meeting: IN PERSON AT THE ANNUAL MEETING You may vote in person at the Annual Meeting. If you voted via proxy before the meeting, you must revoke it in order to vote in person. If you need to revoke your proxy, please consult with a Boston Beer representative upon admission to the Annual Meeting.

As The Notice of Annual Meeting, Proxy Statement, and the Beneficial Owner,Annual Report to Stockholders (the "Proxy Materials") are available at www.bostonbeer.com.

YOUR VOTE IS IMPORTANT! Whether or not you have the rightare able to directattend our Annual Meeting, please vote as soon as reasonably possible. Under New York Stock Exchange rules, your broker bank, or other holder of record on howwill NOT be able to vote your shares, by mail using the voting instruction card included in the mailing. You willunless they receive specific instructions from you. We strongly encourage you to vote. We have been advised that many states are strictly enforcing escheatment laws and requiring shares held in "inactive" accounts to be escheated to the state in which the stockholder was last known to reside. One way you can ensure that your broker, bank, or other holder of record regarding how to provide direction on the voting of your shares. If you are a Beneficial Owner and wishaccount remains active is to vote your shares in person at the Annual Meeting,shares. We encourage you must bring a Legal Proxy provided by your bank, broker, or other holder of record.

As permitted by the rules of the Securities and Exchange Commission (“SEC”) and as a way to reduce our printing and mailing costs, we make the Proxy Materials available to our stockholders electronicallyvote via the internet. Unless you previously asked to receive the printed Proxy Materials, we mailed you a Notice containing instructions on how to access the Proxy Materials online, as well as how you may submit your proxy over the internet or by telephone. IfIt is convenient for you would like a printed copy of our Proxy Materials, pleaseand saves the Company significant postage and processing costs. To vote via the internet, go to http://www.envisionreports/sam and follow the instructions contained insteps outlined on the Notice.secured website. To vote by telephone, call toll free at 1-800-652-8683. Internet and telephone voting for Stockholders of Record will be available 24 hours a day and will close at 11:59 p.m. ET on May 13, 2020.

Proxy Summary This summary highlights information contained elsewhere in this Proxy Statement.Statement, but does not contain all of the information you should consider regarding the proposals for this Annual Meeting. We recommend that you read the entire Proxy Statement before casting your vote. Online Availability of Proxy Materials Your proxy is being solicited for the Annual Meeting. A Notice of the Online Availability of Proxy Materials has been mailed to all Stockholders of Record advising that they can: (1) view all Proxy Materials online; and (2) request a paper or email copy of the Proxy Materials free of charge. We encourage stockholders to access their Proxy Materials online to reduce the environmental impact and cost of our proxy solicitation. Eligibility to Vote Only Stockholders of Record are eligible to vote at the Annual Meeting. You can vote if you held shares of Class A or Class B Common Stock as of the close of business on the Record Date. Each outstanding share of Boston Beer's Class A and Class B Common Stock entitles the stockholder to one (1) vote on each matter properly brought before the respective class. Note Regarding Forward-Looking Statements This Proxy Statement contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may appear throughout this Proxy Statement, including but not limited to the Compensation Discussion and Analysis, or the "CD&A." These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties that may cause actual results to differ materially. We describe risks and uncertainties that could cause actual results and events to differ materially in our Forms 10-K and 10-Q filed with the SEC. We undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise. 2019 Business Results The Company's business goal is to become the leading supplier of alcohol beverages in the "High End" category. We define the "High End" category to include craft beers, domestic specialty beers, most imported beer, hard cider, flavored malt beverages, and hard seltzers that are generally of higher price, quality, image, and taste, as compared to regular domestic beers. With the support of a large, well-trained sales organization and world-class brewers, we strive to achieve this goal by offering great beers, hard seltzers, flavored malt beverages, and hard ciders, and increasing brand availability and awareness through traditional media and digital advertising, point-of-sale, promotional programs, and drinker education. Highlights of our business results for the Company's 52-week fiscal period ended December 28, 2019 ("Fiscal Year 2019") were as follows. zz Depletions (sales by our wholesalers to retailers) increased by approximately 22% from the 52-week fiscal period ended December 29, 2018 ("Fiscal Year 2018"), following 13% depletions growth in 2018, which followed overall depletions decreases of 7% in 2017 and 5% in 2016 zz Net revenue was $1.25 billion, an increase of $254.2 million, or 25.5%, from Fiscal Year 2018

Named Executive Officers For Fiscal Year 2019, Boston Beer's "Named Executive Officers," or "NEOs," were President and Chief Executive Officer David A. Burwick, Treasurer and Chief Financial Officer Frank H. Smalla, and the next three most-highly compensated Executive Officers, namely Chairman C. James Koch, Chief Sales Officer John C. Geist, and Chief Marketing Officer Lesya Lysyj. Executive Compensation Boston Beer's executive compensation program seeks to attract, motivate, reward, and retain highly competent executives with an overall compensation package that affords strong performers the opportunity to earn competitive compensation over the long term through a combination of base salary, cash incentives, and equity awards. The program focuses on "pay for performance" through bonuses linked to company performance targets and equity awards with both performance-based vesting tied to volume growth and time-based vesting linked to service. We believe that executive compensation should be aligned with achieving the Company's strategic goals and delivering strong Company performance, both in terms of growth and long-term stockholder value. Boston Beer is dedicated to having effective corporate governance standards in place around our executive compensation program. Some highlights of those standards include: zz Independent oversight over executive compensation by the Compensation Committee; zz Competitive benchmarking of executive compensation against a peer group; zz Bonus program for Executive Officers based primarily on Company performance (depletions growth, EBIT, and resource efficiency and/or cost savings targets); zz Long-term equity program with a mix of performance and time-based vesting criteria; zz Annual advisory Say-on-Pay vote; zz Policy banning hedging and pledging of stock by Directors, Officers, and other designated employees; and zz Robust equity ownership guidelines applicable to our Chairman and CEO. 2019 Compensation of President & CEO David A. Burwick Mr. Burwick's compensation in 2019 included a base salary, a performance-based bonus awarded pursuant to the Company's bonus program, and annual equity grants awarded pursuant to the Company's long-term equity program. The mix of his total compensation for 2019 is set forth below: President & CEO David A. Burwick's 2019 Total Compensation Mix Base Salary Received $ 767,308 Performance Bonus Earned $ 1,434,865 March 1, 2019 Stock exceptOption Award $ 999,866 March 1, 2019 Restricted Stock Unit Award $ 999,879 Other Compensation $ 10,193 TOTAL $ 4,212,131 Each of the categories of Mr. Burwick's compensation mix are described in detail in the caseCompensation Discussion and Analysis, or "CD&A" section of this Proxy Statement under the heading "Compensation of David A. Burwick, President & Chief Executive Officer." Included in that discussion are the establishment of Mr. Burwick's base salary, the attainment of his performance bonus, and the grant of his equity awards, all of which were approved by the Compensation Committee and the full Board of Directors. Taking into account information from a number of sources, including an assessment prepared by an executive compensation consulting firm, the Compensation Committee believes that Mr. Burwick's compensation in 2019 was appropriate, based on his responsibilities, individual performance and contribution to Boston Beer, and Company performance under his leadership. The Compensation Committee also believes that Mr. Burwick's compensation package is structured in a way that provides him with appropriate incentives and rewards for superior performance and increasing stockholder value. Mr. Burwick's compensation was a topic of discussion with stockholders following our 2019 non-binding Say-on-Pay resolution, which received a favorable vote of only 44.2% of the percentage ownershipvotes cast. Our stockholder outreach and engagement efforts prior to and following that result are discussed in detail under the heading "Stockholder Engagement" below.

Other Named Executive Officer 2019 Compensation Mix The mix of 2019 compensation of our other Named Executive Officers was also consistent with the goals of our executive compensation program. For example, as shown in the chart below, variable compensation, in the form of equity awards and performance-based bonuses, provided approximately 78% of the total compensation, in the aggregate, of our other Named Executive Officers. The actual compensation paid to each of our Named Executive Officers in 2019 is discussed in the CD&A section of this Proxy Statement. Of the total compensation of our other Named Executive Officers for 2019, salary constituted 8% to 35%, bonuses earned (paid in 2020 based on 2019 performance) constituted 12% to 65%, and equity compensation constituted 0% to 79%. 21.3% Salary 47.6% Equity Grants 0.6% Other Compensation 30.5% Performance Bonus OTHER NEO COMPENSATION MIX IN 2019

Nominees for Board of Directors Our Board of Directors has recently undergone a number of changes. Former President & CEO Martin F. Roper stepped down as a Class B Director on April 2, 2018, reducing the number of Directors from eight to seven. In January 2019, the death of Director Gregg A. Tanner created a Class A Director vacancy and the number of incumbent Directors was further reduced to six. In March 2019, the Nominating/Governance Committee filled the Class A Director vacancy by appointing Meghan V. Joyce to the Board. She was then reelected as a Class A Director in May 2019. In January 2020, the Board of Directors filled the Class B vacancy by appointing Julio N. Nemeth to the Board. Mr. Nemeth is a candidate for reelection as a Class B Director. David P. Fialkow has informed the Company of his intention not to stand for reelection at the 2020 Annual Meeting. A search is ongoing to fill the Class B vacancy resulting from Mr. Fialkow's decision. The Board has also formally nominated Mr. Calagione for election as a Class B Director, as contemplated in his July 3, 2019 Employment Agreement. Mr. Calagione has agreed that his election to the Board will be deferred until the vacancy created by Mr. Fialkow's decision has been filled. Consistent with the foregoing, the Board has fixed the number of Directors at nine, increasing the number of Class B Directors from five to six, but deferring the election of Mr. Koch, which shows the percentage of all outstanding shares of Class AFialkow's successor and Class B Common Stock.

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Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our Directors and Executive Officers and persons who own more than 10% of our outstanding Class A Common Stock to file reports regarding their beneficial ownership of our stock with the SEC. Based solely upon a review of those filings furnished to us and written representations in the case of our Directors and Executive Officers, we believe all reports required to be filed under Section 16(a) with the SEC were timely filed in 2015, with three exceptions: Mr. Koch, Mr. Pagano, and Ms. Ai-Li Lim, our Vice President, Human Resources, each filed one Form 4 late, with each Form 4 reporting one transaction, due to administrative oversight.

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NOMINEES FOR BOARD OF DIRECTORS

Calagione. The nominees for election to our Board of Directors haveat the Annual Meeting are identified below. They are being nominated as Class A or Class B Directors, as noted, to serve for a one-year term ending at the close of the 2021 Annual Meeting. Each has been proposednominated in accordance with our Articles of Organization, By-Laws, and Corporate Governance Guidelines. Below are the nominees for election as Class A and Class B Directors, respectively, for a one-year term ending at the closeThe composition of the 2017 Annual Meeting.proposed Board meets the independence requirements of the New York Stock Exchange. As outlineddiscussed in more detail below, each nominee has extensive business and senior management experience, and together they collectively represent a diverse group of individuals with particulardiverse skills and experience in the areas that we consider to be the most critical to our business and prospects, including knowledge of and experience in the alcohol beverage industry, marketing and brand development, operations and supply chain management, finance, sales, corporate governance, entrepreneurship, and general enterprise management.

Nominees for Class A Director

We recommend that holders ofthe Class A Common StockStockholders vote “FOR” each nominee listed.

David A. Burwick

Independent Class"FOR ALL" nominees. MEGHAN V. JOYCE MICHAEL SPILLANE Age 36 Director since: 2019 INDEPENDENT CLASS A DIRECTOR NOMINEE Age 60 Director Nominee

Age: 54

Director Since: 2005

Committees: Nominating/Governance Committee (Chair), Compensation Committee

Other Public Company Directorships: None

In December 2012, Mr. Burwick was appointed President and Chief Executive Officer of Peet’s Coffee & Tea, Inc., a specialty coffee and tea company based in California. Prior to this role, starting in April 2010, Mr. Burwicksince: 2016 INDEPENDENT CLASS A DIRECTOR NOMINEE Since September 2019, Meghan Verena Joyce has served as President, North America of Weight Watchers International, Inc.,the Chief Operating Officer for Oscar Health, a publicly-heldtechnology-focused health insurance company based in New York, CityNY. Prior to that, she held various management positions of increasing responsibility at Uber, a tech company headquartered in San Francisco, from 2013 to 2019. From 2017 to 2019, she served as Regional General Manager for Uber US & Canada Cities, responsible for business outcomes and rider and driver experience in communities across the US & Canada. Ms. Joyce served as Uber's East Coast General Manager from 2015 to 2017 and Boston General Manager from 2013 to 2015. Prior to that, Ms. Joyce served as a Senior Policy Advisor for the United States Department of the Treasury in Washington, D.C. from 2011 to 2012. Ms. Joyce previously worked as an investor for Bain Capital and a leading provider of weight management services. Mr. Burwick previously had been Senior Vice Presidentconsultant for Bain & Company. She holds an MBA from Harvard Business School and Chief Marketing Officer of PepsiCo North American Beverages, headquartered in Purchase, New York, until September 2009. Before assuming that position in April 2008, he had been Executive Vice President, Commercial, of PepsiCo International and President of Pepsi-QTG Canada, headquartered in Toronto, a position he heldbachelor's degree from November 2005 to March 2008. Mr. Burwick held several positions with Pepsi-Cola North America, including serving as Senior Vice President and Chief Marketing Officer from June 2002 until immediately prior to his move to Pepsi-QTG Canada.

Harvard College. Committees: Audit Committee, Compensation Committee, Nominating/Governance Committee Other Public Company Directorships: None Specific qualifications and experience of particular relevance to Boston Beer

Mr. Burwick Ms. Joyce has extensive experience in business strategy, managing growth, financial modeling, modern consumer recruitment and engagement, digital marketing consumer products. His significant experience in the beverage industryand implementation of new technologies, and management and retention of diverse employee groups. She has also been integral in helping shapeserved on our overall brand development strategies. Mr. Burwick’s broad senior management experience is also an asset to ourAudit Committee, Compensation Committee, on which he has servedand Nominating/Governance Committee since May 2005, including as Chair from May 2006 to May 2013, and our Nominating/Governance Committee, on which he has served since May 2005.

Michael Spillane

Independent Class A Director Nominee

Age: 56

Committees: –

Other Public Company Directorships: None

2019. Mr. Spillane currently serves as Vice President of Categories and General Manager of Global FootwearProduct at Nike, Inc. (NYSE: NKE), a publicly-traded manufacturer and marketer of athletic footwear, apparel, and equipment, a position he has held since June 2015.May 2017. Prior to that, Mr. Spillane held a variety of roles with Nike dating back to May 2007, including President of Product and Merchandising from April 2016 to May 2017, Vice President and General Manager of Global Footwear from May 2015 to April 2016 and General Manager and Vice President, Greater China from May 2013 to May 2015. From June 2011 to May 2013, he held the position of Chief Executive Officer at Umbro International, a Nike subsidiary based in England. From September 2009 to June 2011, Mr. Spillane was the Chief Executive Officer of Converse, a Nike subsidiary based in Massachusetts. From 2007 to 2009, he held the position of President, North America and Global Product at Nike. Prior to joining Nike, Mr. Spillane held senior management roles at various apparel and textile companies, including Malden Mills, Tommy Hilfiger USA, Jockey International, and Missbrenner, Inc.

Committees: Compensation Committee (Chair), Nominating/ Governance Committee, Audit Committee Other Public Company Directorships: None Specific qualifications and experience of particular relevance to Boston Beer

Mr. Spillane has extensive experience in the marketing of consumer goods, including digital marketing, social media, consumer insight, planning, and merchandising. He also has significant senior corporate governance experience at consumer goods companies, both public and private. His wide-ranging experience in consumer goods marketing, particularly in the areasHe has served as Chair of digital marketingour Compensation Committee since May 2016 and strategy, will beas a major asset should he be electedmember of our Nominating/Governance Committee since May 2019 and our Audit Committee since January 2019.

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Jean-Michel Valette

Independent Class AJEAN-MICHEL VALETTE Age 59 Director Nominee

Age: 55

Director Since:since: 2003; Lead Director since 2013

Committees: Nominating/Governance Committee, Audit Committee

Other Public Company Directorships: Select Comfort Corporation

INDEPENDENT CLASS A DIRECTOR NOMINEE Mr. Valette currently serves as an independent advisor to select branded consumer companies. He has been a Class B director since May 2003. He is also Chairman of the Board of Sleep Number Corporation (NASDAQ: SNBR), a Minneapolis-based sleep technology company. Additionally, he is a director and Audit Committee member of Intertek Group plc (LSE: INTK), a publicly-traded global quality assurance and testing company active across a broad range of sectors and geographies, based in London, England. Until November 2012, he was Chairman of the Board and a member of the Audit and Nominating/Governance Committees of Peet’sPeet's Coffee & Tea Inc. (NASDAQ: PEET), a California-based specialty coffee company; since then he iscompany. Peet's went private in 2012 and Mr. Valette continues to serve as a Director and Chairman of its Audit and Valuation Committees. He is also Chairman of the Board and a member of the Audit Committee of Select Comfort Corporation (NASDAQ: SCSS), a Minneapolis-based bedding company. Until October 2006, he was also Chairman of Robert Mondavi Winery, a California wine company. Prior to assuming that position, he had served as President and Managing Director of Robert Mondavi Winery from October 2004 to January 2005. From May 2003 through May 2006, Mr. Valette served asHe received a Class B Director of Boston Beer.

graduate degree and an undergraduate degree from Stanford University and an MBA from Harvard Business School. Committees: Audit Committee (Chair), Compensation Committee, Nominating/Governance Committee Other Public Company Directorships: Sleep Number Corporation, Intertek Group plc Specific qualifications and experience of particular relevance to Boston Beer

Mr. Valette has more than twenty-fivethirty years of experience in management, public company corporate governance, strategic planning, and finance, with extensive experience in the alcohol beverage industry. He holds an MBA from Harvard Business School. He also serves as a director of several private companies. Mr. Valette has served as the Chair ofon our Nominating/Governance Committee fromsince May 2004 until May 2013 and2004. He has also served as a member of our Audit Committee since May 2003.2003, and the Committee's Chair since January 2019, and on our Compensation Committee since May 2018. He was named Boston Beer’sBeer's Lead Director in May 2013.

Nominees for Class B Director

David P. Fialkow

Independent Class DAVID A. BURWICK CYNTHIA A. FISHER Age 58 Director since: 2005 CLASS B DIRECTOR NOMINEE Age 59 Director Nominee

Age: 57

Committees: –

Other Public Company Directorships: None

since: 2012 CLASS B DIRECTOR NOMINEE Mr. Fialkow is Managing DirectorBurwick was appointed President and Chief Executive Officer of General Catalyst Partners, a venture capital firm with officesBoston Beer in Boston, New York, and California that he co-founded in 2000. In his capacity as Managing Director at General Catalyst Partners, he serves on the Board of Directors on a number of privately-held companies.April 2018. Prior to that, he co-foundedserved as President and sold four companies: National Leisure Group, Alliance Development Group, Retail Growth ATM Systems,Chief Executive Officer of Peet's Coffee & Tea, Inc., a specialty coffee and Starboard Cruise Services. His focus areas include travel, financialtea company based in Emeryville, California, since December 2012. From April 2010 to December 2012, Mr. Burwick served as President, North America of WW International, Inc., formerly Weight Watchers International, Inc. (NYSE: WW), a leading provider of weight management services based in New York City. Prior to that, Mr. Burwick held numerous senior positions with PepsiCo, Inc. (NASDAQ: PEP), headquartered in Purchase, New York, from 1989 to 2009. Mr. Burwick has also served on Boston Beer's Board of Directors since May 2005. He holds an undergraduate degree from Middlebury College and e-commerce. Mr. Fialkow also sits on the boards of various not-for-profit entities, including the Pan-Mass Challenge, Facing History and Ourselves, and Debate Mate. He has raised millions of dollars for children’s programs by biking, running, climbing, and rowing.

an MBA from Harvard Business School. Committees: None Other Public Company Directorships: None Specific qualifications and experience of particular relevance to Boston Beer

Mr. Fialkow would bringBurwick has extensive entrepreneurial, operational, senior management, and board-level experience includingleading consumer products organizations. His significant experience in the areasbeverage industry has also been integral in helping shape our overall brand development strategies during his time on the Company's Board of venture capital, technology, consumer marketing, specialty retail,Directors. Prior to accepting the position of President and corporate governance, shouldChief Executive Officer in April 2018, he be electedserved on our Compensation Committee since May 2005, including as Chair from May 2006 to the Board.

Cynthia A. Fisher

Class B Director Nominee

Age: 55

Director Since: 2012

Committees: None

Other Public Company Directorships: Easterly Government Properties, Inc.

May 2013, and on our Nominating/Governance Committee since May 2005, including as Chair since May 2013. In 2011, Ms. Fisher founded WaterRev, LLC, an investment firmcompany located in Newton, Massachusetts, focused on innovative technology companies with novel technologies that enable sustainable practices of water use. She is an independent investor and consults to corporate boards and executive management teams. She also serves on the Board of Directors of Easterly Government Properties, Inc. (NYSE: DEA), a publicly-held real estate investment trust. In 1992, Ms. Fisher founded ViaCord, Inc., a cord blood stem cell banking company, and served as its Chairman and CEO of Viacord, Inc. from 1993 to 2000. In 2000, she co-founded ViaCell, Inc., a cellular medicines company, and served as President and on the Board of Directors. ViaCell, the successor to ViaCord, which went public in 2005. Ms. Fisher served as ViaCell’s President from 20002005 (NASDAQ: VIAC) and was subsequently sold to 2001 and as a member of its Board of Directors until 2002.PerkinElmer (NYSE: PKI) in 2007. Ms. Fisher is the spouse of C. James Koch, Boston Beer’sBeer's Founder and Chairman of the Board of Directors.

She holds an MBA from Harvard Business School and a BS and honorary Doctorate of Science from Ursinus College. Committees: None Other Public Company Directorships: Easterly Government Properties, Inc. Specific qualifications and experience of particular relevance to Boston Beer

Ms. Fisher serves on the Board of Directors of two public companies and several not-for-profit businesses, including the National Park Foundation, PatientRightsAdvocate.org, and FitMoney.org. Ms. Fisher founded and is Chairman of PatientRightsAdvocate.org, a nonprofit organization that advocates for patients and employers to access real price transparency in healthcare. She co-founded and is Chairman of Fitmoney.org which provides curriculum for K-12 financial literacy. She previously served on the Board of Directors of several nonprofit businesses, including Water.org and Ursinus College, the Harvard Medical School Discovery Advisory Council, the Board of Advisors for the Micheli Center for Sports Injury Prevention, and FitMoney, Inc. SheWater.org. Ms. Fisher brings significant entrepreneurial experience, as well as insight in business strategy, operations, and consumer marketing to the Board’sBoard's overall business perspective.

Martin F. Roper

Future Nominee for Class B Director Nominee

Age: 53

As we previously reported, as part of our merger with Dogfish Head Brewery, we agreed with Dogfish Head's Founder, Samuel A. Calagione, III, that he would be formally elected to our Board at the 2020 Annual Meeting. Mr. Calagione has agreed to defer his formal election until we complete our search for another independent Director, Since: 1999

so that we will remain in compliance with the NYSE majority-independence requirement. On the recommendation of the Nominating/Governance Committee, the Board has formally approved increasing the size of the Board to nine to accommodate Mr. Calagione's election by the sole Class B Stockholder, once a fifth independent Director has been added to the Board. Because we anticipate that Mr. Calagione will formally join our Board in the coming months, we thought it appropriate to include his biographical information in this Proxy Statement. SAMUEL A. CALAGIONE, III Age 50 Director since: - FUTURE CLASS B DIRECTOR NOMINEE Mr. Calagione is Founder and Brewer of Dogfish Head Brewery with overall responsibility for managing the Dogfish Head brand. He founded Dogfish Head with his wife Mariah Calagione in June 1995 and served as CEO until the merger with Boston Beer in July 2019. His innovative style has earned him a James Beard Award for Outstanding Wine, Spirits, or Beer Professional and a reputation as one of the country's most adventurous brewers; he has been featured in The Wall Street Journal, USA Today, People, Forbes, Bon Appetit, and many other magazines and newspapers. He is also the author of two books: Brewing Up a Business (2011) and Off-Centered Leadership (2016). Committees: None

Other Public Company Directorships: Lumber Liquidators, Inc.

Mr. Roper is Boston Beer’s President and Chief Executive Officer, a position he has held since January 2001. Mr. Roper joined Boston Beer as Vice President of Manufacturing and Business Development in September 1994, became the Chief Operating Officer in April 1997, and became President and Chief Operating Officer in December 1999. In April 2006, Mr. Roper joined the Board of Directors of Lumber Liquidators, Inc. (NYSE: LL), a Virginia-based hardwood flooring retailer, where he serves as Chair of its Compensation Committee and a member of its Audit Committee. Prior to joining Boston Beer, he worked as a strategy consultant and led small manufacturing companies in turn-around situations.

None Specific qualifications and experience of particular relevance to Boston Beer

Mr. Roper’s experience, both prior to and since joining Boston Beer, provides strength in operations, strategy, finance, public company corporate governance, and general management.

Gregg A. Tanner

Independent Class B Director Nominee

Age: 59

Director Since: 2007

Committees: Audit Committee (Chair)

Other Public Company Directorships: Dean Foods Company

Mr. Tanner is currently Chief Executive Officer During his twenty-five years at the helm of Dean Foods Company (NYSE: DF), a leading food and beverage company and the largest processor and direct-to-store distributor of fluid milk and other dairy and dairy case products in the United States, located in Dallas, Texas, a positionDogfish Head, he has held since November 2012. Priorgrown the company from a small brewpub in Rehoboth, Delaware to serving as CEO,an award-winning nationally-recognized brand and destination. Mr. Tanner served as the Chief Supply Chain OfficerCalagione's skills in brewing, innovation, marketing, consumer engagement, media relations, management, distributor relations, and President of its Fresh Dairy Direct division since November 2007. From July 2006 through October 2007, Mr. Tanner was Senior Vice President of Global Operations for The Hershey Company of Hershey, Pennsylvania. He was with ConAgra Foods of Omaha, Nebraska from September 2001 through July 2005, holding the position of Senior Vice President, Retail Supply Chain from June 2002 through July 2005. Prior to that, Mr. Tanner held positions of increasing responsibility at the Quaker Oats Company and Ralston Purina Company.

Specific qualifications and experience of particular relevanceentrepreneurship are an invaluable asset to Boston Beer

Mr. Tanner has more than thirty-five years of operations, supply chain management,Beer's leadership team, and general management experience in the food and beverage industry, with significant experience in risk management. He also qualifieshe will similarly be an instrumental resource as a financial expert in that he has overseen profits, losses, and balance sheets in senior executive roles for S&P 500 companies. Mr. Tanner has been a memberDirector upon his election to the Board.

Board of our Audit Committee since he joined theDirectors Board in December 2007.

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CORPORATE GOVERNANCE

Governance We are committed to having effective corporate governance and high ethical standards, because we believe that these values support our long-term performance. Our Articles of Organization, By-Laws, Corporate Governance Guidelines, the charters of the Board’sBoard's committees, and our Code of Business Conduct and Ethics provide the framework of our corporate governance standards. These documents are available on the Governance Documents tab of our investor relations website,www.bostonbeer.com,, and are also available in print by request. Requests should be directed to ourthe attention of Investor Relations, Department, The Boston Beer Company, Inc., One Design Center Place, Suite 850, Boston, Massachusetts 02210.

Director Independence

The Board currently consists All three of seven Directors, comprised of two Directors who were elected by the individuals standing for election as Class A StockholdersDirectors in 2020 - Ms. Joyce, Mr. Spillane, and five Directors who were elected byMr. Valette - and one of the four individuals standing for election as Class B Stockholder.Director - Mr. Cummin, who wasNemeth - constituting a Class A Director, retired from the Board on February 10, 2016. In February 2016,majority of the Board of Directors, fixed the number of Directors at nine Directors to be elected at the 2016 Annual Meeting. In addition to the nomination of all current members of the Board for re-election, the Nominating/Governance Committee nominated Mr. Spillane for election as a Class A Director to succeed Mr. Cummin and Mr. Fialkow for election as a Class B Director.

Six of the nine nominees for election as Director, namely Mr. Burwick, Mr. Fialkow, Mr. Margolis, Mr. Spillane, Mr. Tanner, and Mr. Valette have no material relationship with Boston Beer (either directly or indirectly as a partner, stockholder, or officer of an organization that has a relationship with the Company) and are independent, as determined in accordance with the director independence standards of the New York Stock Exchange (“NYSE”("NYSE") and the SEC. Only independent Directors may serve as members of theour Audit, Compensation, and Nominating/Governance Committees.

Board Leadership Structure

Since 2001, Boston Beer has separated the roles of CEO and Chairman. We believe that this strengthens the Company by allowing the CEO to focus on the day-to-day management of the business and the Chairman to focus on leadership of the Board of Directors, issues of beerproduct quality and innovation, and overall brand strategy and awareness. The Chairman continues to be active in our business, but with more focus in critical areas of the business and outreach, including participation in industry trade associations. Both the Chairman and the CEO participate fully in deliberations of the Board of Directors.

On In May 29, 2013, upon the recommendation of the Nominating/Governance Committee, the non-management members of the Board of Directors voted to establish the position of Lead Director and adopted a charter for the position. The non-management members of the Board of Directors then appointed Mr. Valette as the Lead Director. The role of the Lead Director is to serve in a leadleadership capacity to coordinate the activities of the other non-management Directors, including but not limited to: (i) presiding at meetings of the Board in the absence of, or upon the request of, the Chairman; (ii) presiding over all executive session meetings of non-management Directors and reporting to the full Board and management concerning such meetings; (iii) reviewing Board agendas in collaboration with the Chairman and CEO and recommending matters for the Board to consider; (iv) serving as a liaison between Directors and the Chairman and CEO without inhibiting direct communications among the Chairman, CEO, and other Directors; (v) serving as the principal liaison for consultation and communication between Directors and stockholders; and (vi) advising the Chairman concerning the retention of advisors and consultants who report directly to the Board.

Executive Sessions of the Board

The non-management Directors generally meet in executive sessions without management as part of each regularly-scheduled Board meeting. A portion of each executive session includes the Chairman and the one non-management Director who is not independent, and another portion includes only the independent Directors. The Lead Director leads these sessions and at the conclusion of each executive session reports back to the Chairman and the CEO on theregarding these executive session discussions. The independent Directors met formally in executive sessions four times during Fiscal Year 2015.

2019. Board Risk Oversight

The Board as a whole has ultimate responsibility for risk oversight. It exercises this oversight function through its standing committees, each of which has primary risk oversight responsibilityaccountability with respect to all matters within the scope of its responsibilities, as set forth in its charter. As further described below under the headings “Audit Committee”"Audit Committee" and “Compensation Committee,”"Compensation Committee", the Audit Committee and management regularly discuss Boston Beer’sBeer's risk assessment and risk management programs and processes, and the Compensation Committee reviews the risks associated with Boston Beer’sBeer's compensation practices.

Board Meetings and Attendance

We believe that all members of the Board of Directors should attend and actively participate in meetings of the Board and of its committees. Directors are also strongly encouraged to attend meetings of stockholders.

During Fiscal Year 2015,2019, there were four regular meetings and twothree special telephonic meetings of the Board of Directors. Each Director attended at least 75% of the aggregate of the meetings of the Board of Directors and the meetings of the committees on which he or she served.

they served, during the period for which they served as a Director. All Directors attended the 20152019 Annual Meeting of Stockholders in person, which was held at our brewery in Boston, Massachusetts. Mr. Cummin attended the meeting by telephone and all other Directors attended in person. At this meeting, the Directors had the opportunity to meet directly with severala number of our individual stockholders, many of whom have held Boston Beer stock since our initial public offering in 1995.

Communications with the Board Stockholders and other interested parties may communicate with the Board of Directors or any individual Director by submitting an email to the Company's Board at bod@bostonbeer.com. Communications that are intended specifically for the independent Directors should be sent to the email address above to the attention of the Lead Director. Board Committees Committee Structure

There are three standing committees of the Board of Directors: the Audit Committee, the Compensation Committee, and the Nominating/Governance Committee. Membership onThe membership of these committees is limited to independent Directors. Membership on the Committees of the Boardcommittees as of Directors currently is:

the mailing of this Proxy Statement is outlined in the below chart. Director Audit Compensation Nom/Gov David P. Fialkow Chair Meghan V. Joyce Julio N. Nemeth Michael Spillane Chair Jean-Michel Valette zChair Committee assignments to take effect immediately following the 2020 Annual Meeting of Stockholders will be determined by the Nominating/Governance Committee at that time, including the committee assignment(s) of Mr. Nemeth. Ms. Fisher, Mr. Koch, and Mr. RoperBurwick are not independent Directors. Prior to his retirement, Mr. Cummin served as Chair of the Compensation Committee and as a member of the Audit Committee.

Each of the committees operates under a written charter adopted by the Board, and reviews these chartersits charter annually, and makes recommendations for revisions to the Board. On February 12, 2014,Board as appropriate. Additionally, each year the Nominating/Governance Committee formally reviews its performance as well as the adequacy of our Corporate Governance Guidelines, recommending any necessary changes to the full Board voted to amendfor approval. The Nominating/ Governance Committee also oversees the annual self-evaluation process for the full Board and each of the standing committees. Copies of the Corporate Governance Guidelines and the Charters for the Audit, Compensation, and Nominating/Governance Committees. Effective as of October 8, 2014, and February 10, 2016, the Board again amended the Compensation Committee Charter. Copies of the respective charters, as amended and currently in effect, are available on Boston Beer’sBeer's investor relations website,www.bostonbeer.com. www.bostonbeer.com. The function of each committee and attendance during 2015 areis described below.

Next, with regard to the second vacancy, the Committee focused on finding a candidate who would again bring a diverse perspective to the Board and would also have extensive experience in operations and supply chain management. Following another yearlong search, the Board appointed Mr. Nemeth as involvementa Class B Director. The Committee anticipates that Mr. Nemeth will be an asset to the Board both due to his background and his thirty-five years of operations and supply chain management. A search is ongoing to fill the vacancy created by Mr. Fialkow's decision not to stand for reelection. At present, the Committee seeks to find a candidate with a diverse perspective and significant experience in any regulatory or legal proceedings, or any sanctions or orders imposed by any self-regulatory organization.

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leadership, consumer marketing, traditional and digital media, and the adoption of new technologies. Stockholder Nominees

The policy of the Nominating/Governance Committee is to consider properly submitted stockholder nominations for candidates for membership on the Board, as described in the above section. The same process is used for evaluating a director candidate submitted by a stockholder as is used in the case of any other potential nominee. Any stockholder nominations proposed for consideration by the Nominating/Governance Committee should include the nominee’snominee's name and qualifications for Board membership and should be addressed to:

Chair, Nominating/Governance Committee

c/o Corporate Secretary The Boston Beer Company, Inc.

One Design Center Place, Suite 850

Boston, Massachusetts 02210

If Boston Beer receives a communication from a stockholder nominating a candidate that is not submitted as described above, it will forward such communication to the Chair of the Nominating/Governance Committee.

Response Stockholder Engagement We believe it is crucial to 2015engage actively with and receive feedback from our non-affiliated stockholders, particularly as it relates to matters of corporate governance, compensation, social concerns, and other topics of importance to them. In recent years, we have reached out to our top twenty-five shareholders to attempt to receive this type of feedback. For example, based partly on feedback from our stockholder outreach in 2017, we adjusted our long-term equity program in 2018 so that the non-salary portion of the potential compensation mix of our NEOs was more balanced among: (1) cash incentive bonuses contingent on Company performance; (2) option awards contingent solely on Company performance; and (3) restricted stock awards contingent on continued employment. In May 2018, prior to the Company's 2018 Annual Meeting of Stockholders, the Company reached out to its top twenty-five institutional stockholders to discuss the Company's advisory Say-on-Pay resolution. In connection with this outreach, we received feedback that investors prefer that the Company utilize a mix of annual performance-based options and Stockholder Feedback

time-based restricted stock awards for its long-term equity compensation grants to its Named Executive Officers, recognizing that the Company began moving in that direction with its January 2018 equity grants. These concerns were relayed to the Compensation Committee. As reported in our 2019 Proxy Statement, the Compensation Committee utilized a similar mix of performance-based options and time-based restricted stock unit awards in the Company's 2019 annual equity grants to its Named Executive Officers. In 2015,May 2019, we again reached out to our top twenty-five institutional stockholders, who then held approximately 74% of the Company's outstanding Class A Shares, to discuss the Company's advisory Say-on-Pay resolution or any other relevant topics that the stockholders wanted to discuss. We ultimately held discussions with four stockholders with significant ownership holdings. These discussions yielded feedback on a range of topics, including executive compensation, succession planning, and corporate culture. The primary concern expressed by the stockholders was the nature and magnitude of the "Recruitment RSAs" granted to Mr. Burwick on April 30, 2018. The Recruitment RSAs are discussed in the Executive Compensation section of this Proxy Statement and were also discussed in detail under the heading "Compensation of David A. Burwick, President & Chief Executive Officer" in our 2019 Proxy Statement. The stockholders expressed the belief that the Recruitment RSAs should have included performance criteria and that the magnitude was larger than they would have expected. While the Company acknowledged a preference for the inclusion of performance contingencies in the Recruitment RSAs, it also explained the need to match the significant time-based equity awards from his former company that Mr. Burwick would be forfeiting to join the Company. In the discussions with shareholders, the Company also explained that, partially based on historical stockholder feedback, it has improved its focus on executive succession planning in an attempt to mitigate the risk that awards of such magnitude will be required in the future. Further, the Committee believes the

changes implemented following shareholder outreach efforts since 2017 to maintain a compensation program with greater performance orientation, especially related to long-term incentives, demonstrates a commitment to shareholder responsiveness and alignment. At the Company's 2019 Annual Meeting, all of Boston Beer’sBeer's Class A Directors were elected by a majority of votes cast. In fact, asAs reported in oura Current Report on Form 8-K dated("Form 8-K") filed by the Company on May 27, 2015, Mr. Burwick20, 2019, Ms. Joyce received a favorable vote of 98.7%99.5% of the votes cast, Mr. CumminSpillane received a favorable vote of 98.1%92.1% of the votes cast, and Mr. Valette received a favorable vote of 98.0%82.9% of the votes cast.

Additionally, a plurality of the Class A Stockholders approved, on an advisory basis, the non-binding Say-on-Pay resolution, which received a favorable vote of 44.2% of the votes cast. In recent years, we have made continuous effortsresponse to improvethe 2019 Say-on-Pay advisory vote, in September 2019 the Company again reached out to its top twenty-five institutional stockholders, who then held approximately 76% of the Company's outstanding Class A Shares. Our Lead Independent Director, Mr. Valette, and our communicationCorporate Secretary, Michael G. Andrews, ultimately held meetings or telephone conferences with stockholders. We also strengthened our corporate governance througheight of these stockholders, holding extensive discussions on topics such as CEO compensation, succession planning, diversity, sustainability, culture, disclosure, and stock class structure. Mr. Valette and Mr. Andrews presented the adoption of additional policiesfeedback to the full Board in October 2019 and procedures, including the adoption offollowed that up with a policy banning hedging or pledging of Boston Beer stock, the establishment of equity ownership guidelines for our Executive Officers and Directors, and the adoption of a revised Insider Trading Policy. We intendmemorandum to continue these efforts to maintain a strong corporate governance structure and engage in open communications with our stockholders.

Communications with the Board

Stockholders and other interested parties may communicate with the Board of Directors or any individual Director by submitting an emailin December 2019. The Board anticipates that this feedback will significantly influence its future deliberations. Among the feedback received was: zz CEO Compensation. A majority of those stockholders consulted echoed the concern noted above about the nature and magnitude of Mr. Burwick's Recruitment RSAs. That said, a similar majority of the stockholders who provided feedback expressed that they had no other concerns with the Company's executive compensation structure other than those two one- time awards. As such, the Board intends to continue with its current compensation practices, with a greater focus on succession planning as discussed below. zz Succession Planning. A significant majority of stockholders relayed their belief that CEO and executive succession planning should be a regular agenda item on the annual Board calendar. In response, Mr. Valette noted that the Company's management team has recently improved its focus on internal executive succession planning since Mr. Burwick joined the Company, holding discussions and meetings on the topic annually. The Company's succession planning efforts are discussed in more detail below under the heading "Succession Planning and Talent Management." zz Diversity. Almost all stockholders indicated that diversity is vital in the makeup of boards and management teams. Boards and management teams should seek to represent the company's coworkers and customer base. In response, Mr. Valette and Mr. Andrews discussed the Company's ongoing diversity efforts, which are outlined in more detail under the headings "Consideration of Nominees for Director" above and "Diversity and Inclusion" below. zz Sustainability. Similarly, almost all stockholders relayed the general preference that boards have regular conversations with management about sustainable practices, especially when it is beneficial to the Company’s Board at bod@bostonbeer.com. All Directors have accessbottom line over the long term. Mr. Valette discussed this feedback with the Board. The Company's ongoing sustainability efforts are discussed in more detail below under the heading "Environmental and Sustainability Considerations." zz Culture. Several stockholders discussed culture as a vital retention and recruiting tool generally in today's employment environment. Boards should be discussing culture with management regularly. In response, Mr. Valette and Mr. Andrews discussed the Company's ongoing efforts related to culture, which are outlined in more detail under the headings "Human Capital" and "Culture" below. Upon further specific discussion of the Company's culture, the stockholders generally agreed that this email address. Communications that are intended specificallyarea was a strength for the independentCompany. At the 2020 Annual Meeting, we will hold another advisory Say-on-Pay vote on the compensation of our Named Executive Officers, as we have done on an annual basis since 2011. The Compensation Committee will continue to consider the results of these advisory votes, as well as the valued feedback of stockholders, in evaluating our executive compensation and other policies.

Board Review of Related Party Transactions Under our Code of Business Conduct and Ethics, our Directors, should be sentExecutive Officers, and other coworkers are required to the email address abovereport any proposed related party transactions to our General Counsel's Office, who will bring those concerns to the attention of the Lead Director.Audit Committee. In 2017, the Board of Directors adopted a written Related Party Transactions Policy on the recommendation of the Audit Committee. The policy is intended to enable the Audit Committee to consider the approval and reporting of transactions between the Company and any of its Directors, Director Nominees, Executive Officers, or 5% Stockholders, or certain entities or persons related to them (each, a "Related Party"). The policy requires Directors, Director Nominees, and Executive Officers to report any potential material related party transaction between the Company on one hand and a Related Party on the other hand to the Company's General Counsel, who will in turn refer the transaction to the Audit Committee for review. In considering whether to approve the transaction, the Audit Committee will weigh a number of factors, including but not limited to: (i) whether the terms of the transaction are fair to the Company and would be acceptable if the same transaction did not involve a Related Party; (ii) the nature of alternative transactions; (iii) Director independence; (iv) timely compliance with the approval process; (v) the potential for conflicts of interest; and (vi) the size and ongoing nature of the proposed transaction. Since January 1, 2019, except for the matters disclosed below, we have not entered into any material transaction with any Related Parties, nor do we currently have any proposed transactions in which Boston Beer is or was a participant and in which any such Related Party had or will have a direct or indirect material interest. Mr. Calagione's wife, Mariah Calagione ("Ms. Calagione"), is a coworker and at-will employee at Boston Beer with the title of Founder and Communitarian, pursuant to an employment agreement dated July 3, 2019. A form of Ms. Calagione's Employment Agreement was filed as Exhibit 99.5 to a Form 8-K filed by the Company on May 9, 2019, which was later executed upon the closing of the Dogfish Head transaction on July 3, 2019. Pursuant to her Employment Agreement, Ms. Calagione received total compensation of $293,038 in 2019. She did not receive any bonus or equity awards in 2019, and was eligible for the same benefits as other coworkers. In 2020, her Employment Agreement requires her to devote at least 50% of her business time and effort to the Company, with a base salary of $213,725. Mr. and Ms. Calagione own Red Wagon LLC, which is the owner of the land on which two Company-owned retail establishments in Delaware, Chesapeake & Maine and Brewing & Eats, are located. The Company is party to two leases with Red Wagon LLC for these premises. Both leases, as amended, commenced on July 1, 2019 with an expiration date of June 30, 2029, terminable by the Company at any time, and renewable for three (3) consecutive, five (5)-year terms on 180 days' notice. The combined monthly rent for the two leases is $29,043. The total amount paid by the Company to Red Wagon LLC in 2019 under these lease agreements was $183,000. Mr. and Ms. Calagione also own Super Suite, LLC, which in turn owns property and a cottage in Lewes, Delaware, near the Company-owned Dogfish Inn. The cottage is rented out to the public in a similar fashion as a hotel suite. The Company is party to a property management services agreement with Super Suite, LLC, under which the Dogfish Inn manages reservations and cleaning, and coordinates maintenance of the cottage. The agreement commenced on June 11, 2018 and runs for a term of one year, automatically renewable for subsequent one-year terms. The Company may terminate at any time on 30 days' notice. There is no set fee for the services, but the Company retains 40% of the revenue from the rental of the cottage and passes 60% of the revenue, less expense paid, to Super Suite, LLC. The total amount paid by the Company to Super Suite LLC in 2019 was less than $20,000. Ms. Calagione is a part owner of Loblolly LLC, which owns property in Milton, DE that includes an advertising billboard structure. The Company is a party to an outdoor advertising agreement, whereby it rents advertising space on the billboard for $1,300 per month. The agreement has an effective date of October 1, 2019 and a termination date of September 30, 2020. The total amount paid by the Company to Loblolly LLC in 2019 was less than $10,000. All above related party transactions were disclosed to, reviewed by, and approved by the Company's Audit Committee and Board of Directors prior to the completion of the Dogfish Head transaction. The Board believes that payments under each of these agreements represent fair market value for the respective services or property received, and that for each transaction the financial and other terms are comparable to what the Company would have obtained in a negotiated arm's-length transaction with an unrelated third party.

Director Compensation Compensation Summary

A summary of the elements of compensation for non-management Directors is set forth below: Applies to Payment For Compensation Payable All Non-Management Directors One-time Award Option for shares of Class A Common Stock valued at approximately $115,000 as of the date of grant Upon first-time election or appointment to the Board All Non-Management Directors Annual Award Option for shares of Class A Common Stock valued at approximately $115,000 as of the date of grant Upon each election to the Board All Non-Management Directors Annual Retainer $30,000 Upon election to the Board Lead Director Annual Retainer $10,000 Upon appointment Chair, Audit Committee Annual Retainer $15,000 Upon appointment Chair, Compensation Committee Annual Retainer $10,000 Upon appointment Chair, Nominating/Governance Committee Annual Retainer $9,000 Upon appointment Members of Audit Committee (other than Chair) Annual Retainer $10,000 Upon appointment to the Audit Committee Members of Other Standing Committees (other than Chair) Annual Retainer $2,000 Upon appointment to a standing committee other than the Audit Committee All option awards to Non-Employee Directors are granted under our Restated 1996 Stock Option Plan for Non-Employee Directors, or the "Director Option Plan." As provided in the Director Option Plan, options carry an exercise price equal to the closing price on the last trading day prior to the grant date, are immediately fully vested, and expire ten (10) years after the date of grant or three (3) years after the grantee ceases to be a Director of the Company, whichever occurs sooner. The number of Class A Shares registered under the Director Option Plan is 550,000 shares, with 68,846 remaining shares available for issuance as of the end of the 2019 Fiscal Year. The number of shares of Class A Common Stock granted under each option is the greatest number of whole shares that results in a value of $115,000 as computed using the trinomial option-pricing model and the closing price on the last trading day prior to the grant date as the fair market value of the underlying shares.

Director Compensation for Fiscal Year 2015

2019 The following table sets forth certain information concerning the 2019 compensation of all Directors who are not Named Executive Officers for Fiscal Year 2015.non-management Directors. Information regarding the compensation of our Directors who also served asMr. Koch and Mr. Burwick, each a 2019 Named Executive OfficersOfficer, may be found under the CD&A and Executive Compensation sections of this Proxy Statement. Name Fees Earned or Paid in Cash Option Awards (1)(2) Total David P. Fialkow $ 39,000 $ 114,859 $ 153,859 Cynthia A. Fisher $ 30,000 $ 114,859 $ 144,859 Meghan V. Joyce (3) $ 49,178 $ 229,731 $ 278,909 Michael Spillane $ 52,000 $ 114,859 $ 166,859 Jean-Michel Valette $ 59,000 $ 114,859 $ 173,859 (1) Reflects the dollar amount of the aggregate grant date fair value of awards granted during Fiscal Year 2019, as computed in accordance with Accounting Standards Codification 718, Compensation-Stock Compensation ("ASC 718"). The methods and assumptions used in valuing the stock option awards in accordance with ASC 718 are described in the audited financial statements for Fiscal Year 2019 included in Boston Beer's Annual Report on Form 10-K filed with the SEC on February 19, 2020. (2) On May 16, 2019, upon election to the Board of Directors, each non-management Director was granted an option under the Director Option Plan to purchase 787 Class A Shares at an exercise price of $343.86, the closing price on the last trading day before the grant date. All options are fully vested as of the grant date. As of the end of the 2019 Fiscal Year, the aggregate number of shares subject to stock options held by non-management Directors is shown below: Name Number of Option Shares David P. Fialkow 6,621 Cynthia A. Fisher 13,723 Meghan V. Joyce 1,631 Michael Spillane 6,621 Jean-Michel Valette 11,868 (3) Ms. Joyce was appointed to Boston Beer's Board of Directors in March 2019, outside the standard Director nomination cycle. Pursuant to our Director Compensation Schedule, she received $5,178.08 in Directors fees upon her initial election to the Board in March 2019, representing a prorated portion of fees for the Board year running from May 2018 to May 2019. At the same time, she was also awarded an option under the Director Option Plan to purchase 844 Class A Shares at an exercise price of $315.94, the closing price on the last trading day before the grant date. All options were fully vested as of the grant date. In May 2019, she received $44,000 in Director fees for the Board year running from May 2019 to May 2020, as well as the same option award granted to all other incumbent Directors.

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EXECUTIVE OFFICERS

Information about our Executive Officers is set forth below. Our Executive Officers are elected annually by the Board of Directors, or upon joining Boston Beer at othersother times during the year, and hold office until their successors are elected and qualified or until their earlier resignation or removal. While serving as Named Executive Officers in 2015, former Treasurer and Chief Financial Officer William F. Urich retired in February 2016 and former Vice President, Brand Development Robert P. Pagano retired in March 2016.

C. James Koch, 66,70, currently serves as our Chairman. Mr. Koch founded Boston Beer in 1984 and was theour Chief Executive Officer from that time until January 2001.

Martin F. Roper, 53, David A. Burwick, 58, was appointed President and Chief Executive Officer of Boston Beer in April 2018. Prior to that, he served as President and Chief Executive Officer of Peet's Coffee & Tea, Inc., a specialty coffee and tea company based in Emeryville, California, since December 2012. From April 2010 to December 2012, Mr. Burwick served as President, North America of WW International, Inc., formerly Weight Watchers International, Inc. (NYSE: WW), a leading provider of weight management services based in New York City. Prior to that, Mr. Burwick held numerous positions with PepsiCo, Inc. (NASDAQ: PEP), headquartered in Purchase, New York, including Chief Marketing Officer, PepsiCo Americas Beverages from August 2008 to August 2009; Executive Vice President, Marketing, Sales and R&D, PepsiCo International from April 2008 to July 2008; President, Pepsi-QTG Canada from January 2006 to March 2008; Chief Marketing Officer, Pepsi-Cola North America from June 2002 to December 2005; and various marketing roles from 1989 to 2002. Mr. Burwick has also served on Boston Beer's Board of Directors since May 2005. Samuel A. Calagione, III, 50, is Founder and Brewer of Dogfish Head Brewery with overall responsibility for managing the Dogfish Head brand. He founded Dogfish Head with his wife Mariah Calagione in June 1995 and served as CEO until the merger with Boston Beer in July 2019. His innovative style has earned him a James Beard Award for Outstanding Wine, Spirits, or Beer Professional and a reputation as one of the country's most adventurous brewers; he has been featured in The Wall Street Journal, USA Today, People, Forbes, Bon Appetit, and many other magazines and newspapers. He is also the author of two books: Brewing Up a Business (2011) and Off-Centered Leadership (2016). John C. Geist, 60, was appointed Boston Beer’s Chief Executive Officer in January 2001, and has been President of the Company since December 1999, after having served as our Chief Operating Officer since April 1997. He joined Boston Beer as Vice President of Manufacturing and Business Development in September 1994.

John C. Geist, 56, was appointed Boston Beer’sBeer's Chief Sales Officer in January 2016, after serving as our Vice President of Sales from 2007 to 2015 and National Sales Manager from 1998 to 2007. Mr. Geist joined the Company in 1997 from a large alcohol beverage distributor where he had been a sales manager.

David L. Grinnell, 58,62, was appointed Boston Beer’sBeer's Vice President, Brewing effectivein January 2008, after serving as the Company’sCompany's Director of Quality and& Brewing since 2001. Mr. Grinnell joined Boston Beer in 1988 from New Amsterdam Brewing Company, where he was a founding member.

Ai-Li Lim, 46, is our Tara L. Heath, 45, was appointed Vice President, Human Resources.Legal & Deputy General Counsel of Boston Beer in July 2016. She joined the Company in 1997 and has held various positions during that time, including Senior Corporate Counsel & Director of Regulatory Affairs from 2013 to 2016 and Senior Manager & Attorney for Regulatory Affairs from 2009 to 2013. Lesya Lysyj, 57, joined the Company as Chief Marketing Officer in April 2019. Ms. Lysyj has nearly 30 years of marketing experience in the food and beverage industry. Prior to joining Boston Beer, in February 2012, Ms. Lim hadshe served as Senior Director of Human Resources at Vistaprint USA, Inc., an online provider of marketing productsPresident U.S. (Sales and services locatedMarketing) for Welch's Foods, based in Lexington, MA for over three years. SheConcord, Massachusetts from September 2017 to April 2019. From 2013 to 2015, she served as DirectorPresident North America of Management Effectiveness at Fidelity Human Resources Service at FMR LLC, partWeight Watchers International. She was Chief Marketing Officer for Heineken USA, headquartered in New York City, from 2011 to 2013. Prior to that, she held a number of the Fidelity grouppositions with Kraft Foods from 1990 to 2011, including positions as Vice President Marketing, Confectionary and Executive Vice President of companies, from 2007 to 2008. Before that, Ms. Lim worked for the consulting firm Monitor Group for 13 years, serving during the last three years there as Global Human Asset Manager. Monitor Group is now part of Deloitte.

Marketing, Cadbury. Matthew D. Murphy, 47,51, was appointed Chief Accounting Officer of Boston Beer in August 2015. Prior to the appointment, Mr. Murphy held the position of Corporate Controller at Boston Beer since September 2006. Prior to joining Boston Beer, he was Chief Financial Officer of Opodo, a leading European online travel agency, from 2004 to 2006.

Carolyn L. O'Boyle, 41, joined the Company as Chief People Officer in March 2020. She has extensive experience in talent strategy and operations, including expertise in recruiting, total rewards, operational transformation, immigration, people analytics, business partners, and shared services. Prior to joining Boston Beer, she was a Managing Director at Deloitte in Boston, MA from August 2013 to February 2020, serving as the National Managing Director for Talent Operations and Chief Operating Officer for Talent. Prior to that, she served in various senior roles at Deloitte from September 2005 to August 2013, and as an Operations Manager at Diageo North America, a wine and spirits company based in Norwalk, CT, in 2004. Frank H. Smalla, 50,54, was named Treasurer and Chief Financial Officer of Boston Beer onin February 19, 2016, after serving in the interim position of Senior Vice President, Finance sincein January 2016. Mr. Smalla previously worked in various senior financial roles for Kraft Foods Group, Inc. of Northfield, Illinois from 1995 through 2015, most recently as Senior Vice President, Finance of U.S. Business Units, U.S. Sales, Integrated Supply Chain, RDQ and Marketing Services. He held the positions of Senior Vice President of Finance from 2012 to 2015 and Vice President of Finance from 2010 to 2012.

Mr. Smalla is also an independent director of G&L Holdings, Inc., a privately-held holding company of leading food ingredient manufacturers based in Rome, GA. Quincy B. Troupe, 50,53, was appointed Senior Vice President, Supply Chain in January 2016. Mr. Troupe has over fifteentwenty years of supply chain management experience in the consumer food industry. Prior to joining Boston Beer, he served as Vice President, Manufacturing and Supply Chain Strategy, for the Pepperidge Farm division of Campbell Soup Company, Inc. from 2013 to 2015, and as Vice President, Supply Chain for Campbell North America from 2010 to 2013. Prior to joining Campbell Soup, Mr. Troupe served in various senior operational roles with Mars, Inc. of McLean, Virginia from 1997 to 2010.

Kathleen H. Wade, 66, joined Boston Beer in 1999 as Corporate Legal DirectorCompensation Discussion and Corporate Secretary. She became Secretary of the Company in 2010 and was appointed Vice President, Legal and Corporate Secretary in March 2012. Ms. Wade has indicated her intention to retire at some point in 2016, likely in the third quarter.

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COMPENSATION DISCUSSION AND ANALYSIS

Analysis In this section of the Proxy Statement, which we sometimes refer to as the CD&A, we will describe the important components of our executive compensation program for our Named Executive Officers. In 2015,2019, our Named Executive Officers were:

Mr. Urich held the position of DAVID A. BURWICK President and Chief Executive Officer FRANK H. SMALLA Treasurer and Chief Financial Officer in 2015,C. JAMES KOCH Founder and retired in February 2016. Mr. Geist held the position of Vice President, Sales in 2015, and was promoted toChairman JOHN C. GEIST Chief Sales Officer effective January 1, 2016. Mr. Pagano held the position of Vice President, Brand Development in 2015, and retired in March 2016. This section of the Proxy Statement also providesLESYA LYSYJ Chief Marketing Officer In addition to providing an overview of our executive compensation program, andthis section also explains how and why the Compensation Committee determined the specific compensation policies and decisions involving theour Named Executive Officers.

Role of the Compensation Committee The Compensation Committee has overall responsibility for evaluating and approving Boston Beer's compensation programs and policies relating to Directors and Executive Summary

The key objectivesOfficers. This includes reviewing the competitiveness of our executive compensation programs, are to attract, motivate, and retain executives who driveevaluating the Company’s success.

2015 Business Highlights

Boston Beer’s business goal is to become the leading supplier in the “Better Beer” and hard cider categories by creating and offering high quality full-flavored beers and hard ciders. With the supportperformance of a large, well-trained sales organization and world-class brewers, we strive to achieve this goal by offering great beers and hard ciders and increasing brand availability and awareness through distribution, advertising, point-of-sale, promotional programs, and drinker education.

In late 2014, our Board of Directors and Executive Officers, established several strategic and financialapproving their annual compensation and equity awards. The Committee reviews and approves corporate goals designed to increase sales and profitability, aggressively manage price and costs to achieve delivered gross margin and earnings goals, invest in our supply chain to meet demand and deliver great beers and hard ciders at competitive economics, and build an organization capable of driving growth and operating our breweries safely, while improving operational efficiencies, optimizing costs, and reducing risk. To that end, in 2015 our accomplishments included:

CEO Compensation

We have three primary elements of total direct compensation for our Named Executive Officers: salary, annual cash incentives, and equity-based incentives, primarily in the form of stock options.

The mix of potential compensation for our CEO in 2015 included both fixed and variable components, with a significant portion linked to performance. As shown in the chart below, cash incentives provided approximately 59.0% of our CEO’s total potential compensation in 2015.

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Our CEO did not receive any equity grants in 2015. He was granted a significant time-based option, the 2008 CEO Option, effective January 1, 2008, and received no further equity grants until January 1, 2016. The 2008 CEO Option, which was authorized and approved by the sole Class B Stockholder, the Compensation Committee, and the Board of Directors, vests in five equal installments on January 1 in each of the years 2014 to 2018, subjectobjectives relevant to the CEO’s continued employment with the Company on the corresponding vesting dates. The 2008 CEO Option requires appreciation in the Company’s stock price since the date of grant to exceed a specified market index and also caps the CEO’s appreciation opportunity at seventy dollars ($70.00) per share. The 2008 CEO Option expires with respect to certain shares on December 31, 2017, and with respect to certain other shares on December 31, 2018, subject to earlier termination based on the following conditions: (1) the expiration of twelve months after the CEO ceases to be an employee of the Company, regardless of the reason; or (2) certain change of control situations, subject to the CEO’s right to participate in the transaction giving rise to a change in control, as more fully described under the heading “Employment Contracts, Termination of Employment, and Change in Control Agreements” below. The fair value of the 2008 CEO Option was fixed at the time of grant at $6.34 million. A total of 150,773 shares under the 2008 CEO Option vested on January 1, 2015, all of which the CEO exercised and sold during the 2015 Fiscal Year, realizing gross income of approximately $10.6 million.

The CEO was granted another significant time-based option on January 1, 2016 (the “2016 CEO Option”). The grant was authorized and approved by the Compensation Committee, the Board of Directors, and the Class B Stockholders. As with the 2008 CEO Option, the 2016 CEO Option requires appreciation in the Company’s stock price in excess of a specific market index. The accounting value of the option at the time of the grant was $22.5 million. The 2016 CEO Option is for a total of 574,507 shares, and the exercise price is fixed such that the spread between the exercise price and the fair market value of the shares as to which the option is being exercised is capped at $150.00 per share. The option will vest in five equal annual installments on January 1 in each of the years 2019 to 2023, subject to the CEO’s continued employment with the Company. The 2016 CEO Option expires on December 31, 2025, subject to earlier termination following the expiration of twelve months after the CEO ceases to be an employee of the Company or a successor company following a change of control, regardless of the reason, subject to CEO’s right to participate in the transaction giving rise to a change in control. For additional details, an unredacted copy of the 2016 CEO Option is attached as Exhibit No. 10.15 to the Company’s Annual Report on Form 10-K for Fiscal Year 2015, filed with the SEC on February 18, 2016.

The chart below shows the correlation of Company performance and the cash compensation of our Chairman, CEO, overand other Executive Officers; evaluates the last five fiscal years from salaryachievement of those goals, taking into consideration the recommendations of the CEO; and bonuses. CEOsets compensation reflected on the chart below does not include income realized by the CEO from the sale of shares acquired upon exercise of equity grants.

Note: 2011 and 2012 EPS growth shown above are calculatedlevels based on adjusted EPS of $3.73 for 2011, which excludes the favorable impact of settlements of $1.08 per diluted share in 2011, compared to reported unadjusted EPS of $4.81 for 2011.

As demonstrated by the above chart, the CEO’s cash compensation has risen and fallen with the Company’s growth or decline in depletions and earnings. While the depletions and earnings growth in 2014 exceeded the 2013 growth, the 2014 bonus payout was less than in 2013 due to the Company’s performance relative to expected growth rates.

The Company believes that the CEO’s cash compensation mix is aligned with Company performance through these bonus mechanisms, and that the CEO is also incentivized to create long-term value as a result of his long-term equity grants.

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Other NEO Compensation

The mix of potential compensation for our other Named Executive Officers in 2015 was also consistent with the goals of our executive compensation program. For example, as shown in the chart below, cash incentives and equity awards provided approximately 59.3% of the total potential compensation, in the aggregate, of our other Named Executive Officers.

Of the total potential compensation of our other Named Executive Officers, salary constituted 38% to 45%, bonuses earned (paid in 2016 based on 2015 performance) constituted 7% to 28%, and equity compensation, all of which was in the form of stock options, constituted 24% to 38%. The actual compensation paid to each of our Named Executive Officers is discussed below.

this evaluation. Compensation Philosophy and Objectives

Boston Beer’sBeer's executive compensation program is designed to attract, motivate, reward, and retain highly competent executives, with a focus on pay for performance through bonuses linked to company and individualCompany performance and equity awards with performance-basedperformance- based vesting linked to depletions growthCompany performance and time-based vesting linked to retention. Overall, Boston Beer believes it should provide competitive pay to our executivesits Executive Officers and align compensation with achieving the Company’s strategy andCompany's goals and delivering strong company performance, both in terms of depletionsboth growth and long-term stockholder value. Our compensation philosophy is to provide employees with a distinctive overall compensation package that provides strong performers with the opportunity to earn competitive compensation over the long term through a combination of base salary, cash incentives, and equity awards.

These compensation packages are designed to:

In keeping with these objectives, the structure of our executive compensation program is described below:in the section below.

Response to Recent Advisory Say-on-Pay Votes In establishing the Company's compensation practices, the Board and the Compensation Committee strongly considered the results of competitive income that reflects the individual’s leveladvisory Say-on-Pay votes in 2017, 2018, and scope of responsibility and level of performance.

Cash Incentive Bonus (Short-term Incentive)

Cash incentive bonuses are designed to motivate, focus, and reward achievements2019. Most notably, based on specific individual and Company-wide performance goals approved annually by the Compensation Committee.

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Equity Incentive Awards (Long-term Incentive)

Equity incentive awards are designed to provide an incentive for delivering long-termfeedback from our stockholder value, to align the interests of all of our Executive Officers with the interests of our stockholders, and to retain executives and other key employees. Equity incentive awards for Executive Officers are primarily in the form of stock option grants, which vest over a number of years, and typically have a term of ten years. Most of the options grantedoutreach in recent years, provideout long-term equity program has been structured so that vestingthe non-salary portion of the potential compensation mix of our NEOs is balanced among: (1) cash incentive bonuses contingent on meeting certain initial performance standardsCompany performance; (2) option awards contingent solely on Company performance; and once the number of shares that are eligible to vest is determined, the eligible shares vest over the five-year period commencing on the date of grant. On occasion, options with time-based vesting have been granted to Executive Officers and senior managers, with vesting delayed for a number of years as an incentive to remain with the Company.

In addition, some executives and key employees receive(3) restricted stock awards that typically vest over a five-year period. Further, certain Boston Beer employees, including Executive Officers other than the Chairmancontingent on continued employment. Our discussions with stockholders and CEO, are eligible to participate in the Company’s Investment Share Program, or the ISP, where our stock can be purchased at a discount based on tenure, encouraging equity ownership in the Company. The ISP only applies to certain eligible Boston Beer employees, referred to in this Proxy Statement as ISP Eligible Employees. ISP Eligible Employees generally must have: (1) been employedsteps taken by Boston Beer for at least one year; and (2) entered into an Employment Agreement with Boston Beer.

Our employee stock option grants, restricted stock awards, and the ISP form the framework of our Employee Equity Incentive Plan, or EEIP.

Role of the Compensation Committee

The Compensation Committee has overall responsibility for evaluating and approving Boston Beer’s compensation programs and policies relating to Officers and Directors, including the EEIP. This also includes reviewing the competitiveness of executive compensation programs, evaluating the performance of our Executive Officers, and approving their annual compensation and equity awards. The Committee reviews and approves corporate goals and objectives relevant to the compensation of the Chairman, the CEO, and the other Executive Officers of the Company; evaluates their performance in light of those goals and objectives taking into consideration the recommendations of the CEO; and sets the compensation level of the Chairman, the CEO, and the other Executive Officers based on this evaluation.

Consistent with Boston Beer’s objectives of attracting, rewarding, motivating, and retaining top-performing executives, the Compensation Committee endeavors to develop compensation structures for individual Executive Officers that reflect the responsibilities of their respective positions and are appropriate in light of market compensation levels for executives with comparable responsibilities, consider past achievements with the Company andin responses to those discussions is discussed in detail under the compensation awarded to them in the past, and provide financial incentives for superior performance in meeting the challenges facing the Company.

heading "Stockholder Engagement" above. Components of Executive Compensation and Determination of Compensation Mix

Total The total potential compensation mix of our executives is substantially weighted towards performance-based compensation. Salary typically constitutes between 35% and 70% of the total compensation of our Executive Officers, including our Named Executive Officers with the balance being a mix ofbalances: (1) competitive base salaries; (2) cash incentive bonuses contingent primarily on Company performance; (3) option awards generally contingent solely on multi-year Company performance; and equity incentive awards.

(4) restricted stock unit awards generally contingent on continued employment. These pillars of our executive compensation program are described in more detail below. For other executivesExecutive Officers and senior managers of the Company, the proportion of compensation provided by equity and the proportion ofother variable, performance-based compensation, increases with the individual’sindividual's level of responsibility and ability to have an impact on the value of the Company’sCompany's business.

Base Salary

Base salaries are determined by a variety of factors, including the executive’sexecutive's scope of responsibilities, tenure, performance, and a comparison of salaries paid to peers within the Company and to those with similar roles at other companies.companies of similar size, scale, and complexity. Base salaries are set at levels that allow us to attract and retain superior managersleaders and that will enable us to deliver on our business goals. Base salariesSalaries are reviewed annually and may be adjusted after considering the above factors.

The Compensation Committee determines the base salaries of the Chairman and the CEO, taking into account individual and Company performance, individual responsibilities, and market data regarding peer group compensation into account.compensation. The Chairman makes a recommendation to the Compensation Committee for the base salary of the CEO. The CEO, in turn, makes recommendations to the Compensation Committee for base salaries of each Executive Officer, excludingother than the Chairman and the CEO. When setting the base salaries of each of these Executive Officers, the Compensation Committee, while considering the recommendations of the CEO and the Chairman, makes the final determination based on the factors listed above and its assessment of each Executive Officer’sOfficer's performance during the previous year.

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The Compensation Committee met on February 12, 2019 and reviewed the proposed 2019 compensation packages of our Executive Officers. During the meeting, the Committee approved the following 2019 base salaries for our Named Executive Officers: $772,500 for Mr. Burwick, a 3% increase from his 2018 base salary; $535,600 for Mr. Smalla, a 3% increase from his 2018 base salary; $427,450 for Mr. Koch, a 3% increase from his 2018 base salary; and $535,600 for Mr. Geist, a 3% increase from his 2018 base salary. These salaries took effect on March 24, 2019. Ms. Lysyj joined the Company on April 29, 2019. A marketing professional with nearly 30 years of experience in the food and beverage industry, Ms. Lysyj joined the Company from Welch's Foods, where she served as President of US Sales and Marketing. The terms of her employment, including her annualized base salary of $475,000 and her sign-on equity grant, were set forth in a March 21, 2019 Offer Letter, a copy of which was attached as Exhibit 10.5 to the Company's 10-Q filed on July 25, 2019 (the "Lysyj Offer Letter"). The terms of the Lysyj Offer Letter were approved by the Board upon the recommendation of the Compensation Committee. Cash Incentive Bonuses

Executives have the opportunity Bonuses payable to earn cash incentive bonuses tied to a percentage of their respective base salaries. Historically, including in Fiscal Year 2015, criteria for these cash incentive bonuses included a combination of qualitative and quantitative performance goals established each year for each executive. These goals varied for each executive based on his or her responsibilities and role within the Company and included financial or strategic measures, including, among others, sales, profitability, brand health, quality, cost reductions, developing organizational capabilities, and other strategic initiatives. The goals were intended to require performance that, if achieved, would result in matching or exceeding Boston Beer’s business and financial plans for the fiscal year in question, as well as impact the long-term growth and viability of the Company. Individual bonus awards reflected the individual’s achievement of his or her performance goals for the year, as well as the overall performance of the Company. On occasion, additional discretionary bonuses separate from those otherwise payable under the bonus and goal structure have been given toour Executive Officers including the Named Executive Officers,are based primarily on Company performance against certain "Company Goals" in accordance with a "Bonus Scale," subject to limited adjustment by the Compensation Committee, in recognitionits discretion, as noted below. In recent years, the Company Goals have consisted of exceptional performance duringpre-established depletions growth, Earnings Before Interest & Tax ("EBIT"), and resource efficiency (focused cost savings) targets. As reported in a Form 8-K filed by the year.

In 2015,Company on February 15, 2019, at its meeting on February 12, 2019, the Compensation Committee substantially revisedapproved: (1) company-wide goals for Fiscal Year 2019 (the "2019 Company Goals"); (2) the cash incentive2019 bonus programtarget for Executiveseach Executive Officer, as a percentage of his or her base salary ("2019 Bonus Target "); and other employees(3) a bonus scale ranging from 0% to 250% (the "2019 Bonus Scale") for 2016,determining bonus payouts

as a greater emphasispercentage of each Executive Officer's respective 2019 Bonus Target, based on shared Company-wide goals in order to more directly align cash incentive bonus awards with overall Company performance. The new program also provides for increased bonus payout potential of up to 150% of target in the event that Company performance significantly exceeds target expectations. The Compensation Committee approved these changes, taking into consideration input from Company Executives, discussions with an executive compensation consulting firm, a reviewCommittee's determination of the compensation programsCompany's ultimate achievement of the Company’s peer group, and information from incoming senior executives regarding their past compensation structures.2019 Company Goals. The engagementtarget parameters of the executive compensation consulting firm and2019 Company Goals were based on the Company’s peer group are more fully detailed under the heading “Compensation Assessments” below.

Company's 2019 Financial Plan. The Company’s 2016 shared Company-wide goals, which we refer to as the “Goals”, consist2019 Company Goals consisted of achieving: (1) certain depletions growth targets over 2015,2018 ("2019 Depletions Growth"), which are weighted as 60% of the Goals; (2) certain EBITDAEBIT targets, which are weighted as 25%20% of the Goals; and (3) the generation of certain resource efficiency and cost savings targets, which are weighted as 15%20% of the Goals.

The 2016 cash incentive2019 Bonus Target for each NEO was as follows: zz Mr. Burwick: 100% of base salary; zz Mr. Smalla 60% of base salary; zz Mr. Koch: 100% of base salary; zz Mr. Geist: 60% of base salary; and zz Ms. Lysyj, 50% of base salary, as established in the Lysyj Offer Letter. The percentages were unchanged from 2018. The bonus goalspotentials of the Company's other Executive Officers for 2019 ranged between 35% and 50% of their respective base salaries, with payout levels calculated in accordance with the 2019 Bonus Scale. As reported in the February 15, 2019 Form 8-K, the bonus of each Executive Officer for Fiscal Year 2019 was to be determined by the Compensation Committee before March 1, 2020, based on a three-step process, which process was finalized on February 12, 2020. First, the Committee determined the Company's achievement of the 2019 Company Goals against the 2019 Bonus Scale (the "2019 Achievement"). Second, the Committee established an aggregate bonus pool for the Company's Executive Officers, including the NEOs, by applying the 2019 Achievement against each Officer's 2019 Bonus Target. Third, the Compensation Committee exercised its reserved discretion to adjust each Executive Officer's final 2019 bonus payout based on the Committee's assessment of each Executive Officer's overall job performance, key competencies, and the achievement of relevant objectives and key results in 2019. The Committee had retained the discretion to increase or decrease an Officer's bonus payout by 10% from the baseline target bonus if the Officer was deemed to have performed "successfully" in 2019, and by 30% if the Officer was deemed to have performed "exceptionally." The Committee had also retained the discretion to decrease an Officer's 2019 bonus payout to as low as $0 if the Officer was deemed to have performed "unsatisfactorily" in 2019. The 2019 Bonus Scale, as detailed in the chart below, was a sliding scale of target points for each of the depletions, EBIT, and resource efficiency (focused cost savings) goals. For example, the potential payouts for achievement relative to the 2019 Depletions Growth target would have been: 0% of the target if 2019 Depletions Growth was 4.0% or less; 100% of the target if 2019 Depletions Growth was 11.0%; or 250% of the target if 2019 Depletions Growth was 23.0% or greater. For the EBIT target, potential payouts would have been, for example: 0% of the target if the Company's 2019 EBIT was $119 million or less; 100% of the target if 2019 EBIT was $135 million; or 250% of the target if 2019 EBIT was $163 million or higher. For the resource efficiency target, potential payouts would have been, for example: 0% of the target if the Company recognized $20 million or less in resource efficiencies; 100% of the target if the Company recognized $28 million in resource efficiencies; or 250% of the target if the Company recognized $40 million or more in resource efficiencies. 2019 Bonus Scale Resource Efficiencies (millions $) $ 20 $ 22 $ 24 $ 26 $ 28 $ 30 $ 32 $ 34 $ 36 $ 38 $ 40 EBIT (millions $) $ 119 $ 123 $ 127 $ 131 $ 135 $ 138 $ 141 $ 145 $ 151 $ 157 $ 163 Depletions Growth % 0% 5% 6% 8% 11% 12% 13% 15% 18% 21% 23% PAYOUT % 0% 25% 50% 75% 100% 125% 150% 175% 200% 225% 250% The 2019 Bonus Scale was not modified as a result of the Dogfish Head merger, and the Compensation Committee did not include Dogfish Head resource efficiencies, EBIT, or depletions when determining the Company's achievement on the 2019 Bonus Scale. In February 2020, the Compensation Committee reviewed the Company's performance against the 2019 Bonus Scale and determined that the Company ultimately achieved 187% on the scale. In making this assessment, the Committee determined that the Company significantly exceeded each of its depletions growth, EBIT, and resource efficiency goals. As illustrated in the chart below, the Committee determined that the Company achieved 207% of target for 2019 Depletions Growth; 188% of target for EBIT; and 125% of target for resource efficiency. The Company achieved 22% depletions growth in Fiscal Year 2019, significantly exceeding growth targets. This followed depletions growth of 13% in 2018, which marked a significant turnaround following overall depletions decreases of 7% in 2017 and 5% in 2016. Additionally,

the Committee determined that the Company achieved $148 million in EBIT and $30.0 million in focused cost savings. The Company's achievement of the 2019 targets was as follows: Achievement % Achievement on 2019 Bonus Scale $30 million in Resource Efficiencies (focused cost savings) 125% $148 million in EBIT 188% 18.7% Depletions Growth 207% PAYOUT % 187% The Committee accordingly approved 2019 bonuses for our Executive Officers, including the CEO,following bonuses for our Named Executive Officers: $1,434,865 for Mr. Burwick; $621,904 for Mr. Smalla; $793,959 for Mr. Koch; $621,904 for Mr. Geist; and $452,125 for Ms. Lysyj. These bonuses were paid in March 2020. Additionally, certain Executive Officers and senior managers were awarded special bonuses, separate from the Company's bonus program, in recognition of their significant roles in overseeing the Dogfish Head integration in 2019. Among the NEOs, both Mr. Smalla and Mr. Geist received a $50,000 integration bonus, which was paid in March 2020. Long-Term Equity Awards Long-Term Equity Awards ("LTE Awards") are based entirelydesigned to provide Executive Officers and other select coworkers a reward for delivering long-term stockholder value and to align the interests of our key coworkers with the interests of our stockholders. LTE Awards are also an effective tool for attracting and retaining executives and other key coworkers. Our LTE Awards program is governed by our EEIP, which was last amended on the level of achievementDecember 20, 2018. A copy of the targets for these three Goals. Bonus goals for other employees are based on a combination ofEEIP was attached as Exhibit 10.1 to the Goals and other goals related more particularly to their respective job role and potential impact on the Company’s growth. Bonus payouts will be determined in accordance with a scale that provides for between 0% and 150% payout, based on the Company’s performance against the Goals. Assessment of the achievement of the Goals is within the purview of the Compensation Committee.

The Compensation Committee believes that this change in the bonus incentive program will ensure greater alignment and focus on common goals, which will result in higher performanceForm 8-K filed by the Company.

Equity IncentiveCompany on December 22, 2018. The primary components of our LTE Awards program - stock option awards, restricted stock units, and the ISP

Discretionaryinvestment shares - are described in detail below. Stock Options

Option Awards Under our EEIP, certain employeescoworkers are eligible to receive stock option grants.awards. While generally granted on an annual basis in January,March, all option grants are discretionary and may be granted by the Board upon the recommendation of the Compensation Committee at any time. For example, although infrequent, options may be granted at other times during the year under certain circumstances, such as the hiring of a new Executive Officer, as a part of a performance review, or in connection with a promotion or mid-year compensation adjustment.adjustment, or to address potential retention issues. Such optionsoption awards may have vesting and performance criteria that differ from the annual grants.

Historically, most of the options granted by the Company vest in equal annual installments over a five-year period, conditioned on continued employment with Boston Beer, and have a term of ten years. On occasion, options may vest over a shorter or longer period of time. During the last several years, options have been granted only to Executive Officers and select senior managers of the Company and most are contingent on the Company achieving certain performance criteria, such as target depletion goals in the fiscal year immediately following the date of grant. By way of illustration, the number of shares, if any, as to which a performance-based option may subsequently become exercisable as a result of the tenure-based conditions is dependent upon the Company’s performance measured against a benchmark set by the Board of Directors on the recommendation of the Compensation Committee. These performance-based options frequently have two to three tiers of criteria and provide that, in the event the criteria in either tier or all tiers are not met, the option lapses as to a portion or all of the shares that would have vested had the performance criteria been satisfied.

The Compensation Committee believes that stock option grantsawards are an effective way to reward executivesExecutive Officers and senior managers and align their interests with the interests of Boston Beer’sBeer's stockholders, as they provide significant equity compensation only if the value of the Company’sCompany's stock increases. In addition, through the use of performance-based vesting, the Committee endeavors to assure that receipt of significant equity-basedequity- based compensation requires that the Company’sCompany's performance exceeds appropriate benchmarks. Through the use of vesting over a number of years, the Committee endeavors to create an incentive for retention of the executives and senior managers and to align their rewards with the interests of stockholders.retention. The Compensation Committee has also on occasion, granted time-based vesting options in the past to certain executivesExecutive Officers to encourage retention or to provide appropriate incentives forto attract new employees.

In October of each year, the CEO makes preliminary recommendations to the Compensation Committee, after consultation with the Chairman, for stock option grants to Executive Officers and senior managers, taking into account his assessment of each executive’s expected future contributions to the Company, as well as past performance. The CEO also makes recommendations as to the criteria to be met for performance-based options to vest. In December, the CEO makes final recommendations, after consultation with the Chairman. Periodically and as part of this process, the Chairman also discusses with the Compensation Committee the status of the equity incentives in place for the CEO.executives. The Compensation Committee makes its decisions, and submits them to the Board of Directors for ratification and approval, with grants effective January 1 of the following year and priced at the fair market value as of January 1. When determining the number of

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shares to be subject to a stock option grant and the vesting criteria, the Compensation Committee, while considering the recommendations of the CEO, makes its determination based on the various factors mentioned above. On occasion, options are granted at other times of the year and vesting is contingent on other specific targets relative to the Executive Officer’s or senior manager’s areas of responsibility within the Company. Vesting may also be time-based to encourage long-term retention. The Compensation Committee also reviews any employment offers made to new senior executivesExecutive Officers that contain equity grants; any such grant is conditioned on approval of the Compensation Committee.Committee and the full Board of Directors. In assessing these offers, the Compensation Committee evaluates historical compensation for the individual, the value of the role, and compensation for peers within the Company or comparable roles within the Company’s Peer Group,Company's peer group, to the extent such data is available to the Committee. At its meeting on February 13, 2019, the Board of Directors approved, upon the recommendation of the Compensation Committee, grants of performance-based stock option awards to six Executive Officers, to be effective on March 1, 2019, for a total of 14,680 shares. The March 1, 2019 option grants included the following awards to our Named Executive Officers: 7,352 option shares to Mr. Burwick, valued at $999,886 on the grant date; 1,911 option shares to Mr. Smalla, valued at $259,899 on the grant date; 0 shares to Mr. Koch; and 1,911 option shares to Mr. Geist, valued at $259,899 on the grant date. Each of the 2019 option shares has an exercise price of $312.56, which was the closing price of Class A Shares on the day before the grant. The extent to which all of these option shares may become exercisable is dependent upon the Company achieving certain compounded annual growth rate targets based on net revenue growth in Fiscal Year 2020 over Fiscal Year 2018. The determination of the vesting of these stock option shares will be made by the Compensation Committee before March 1, 2021. If the compounded annual growth rate of the Company's net revenue in Fiscal Year 2020 over Fiscal Year 2018 is equal to or greater than 3.5%, the options will vest as to one-third of the underlying shares on March 1, 2021, one-third on March 1, 2022, and one-third on March 1, 2023, contingent on continued employment on the applicable vesting dates and subject to accelerated vesting upon the occurrence of certain specified events. If the compounded annual growth rate of the Company's net revenue in Fiscal Year 2020 over Fiscal Year 2018 is equal to or greater than 2% but less than 3.5%, the options will vest as to one-sixth of the underlying shares on March 1, 2021, one-sixth on March 1, 2022, and one-sixth on March 1, 2023, contingent on continued employment on the applicable vesting dates and subject to accelerated vesting upon the occurrence of certain specified events. The options will lapse to the extent that the growth targets are less than 2%.

As agreed in the Lysyj Offer Letter, the Company granted 11,827 option shares to Ms. Lysyj, valued at $1,499,971, on the April 29, 2019 grant date. Each of the option shares has an exercise price of $304.56, which was the closing price of Class A Shares on the day before the grant. The options will vest as to 50% of the underlying shares on April 29, 2022, 25% of the shares on April 29, 2023, and 25% of the shares on April 29, 2024, contingent on continued employment on the applicable vesting dates and subject to accelerated vesting upon the occurrence of certain specified events. The Board determined that it was necessary and appropriate that this stock option award and the RSUs called for by the Lysyj Offer Letter only be subject to time-based vesting, in order for the Company to be successful in recruiting her. Beginning in 2020, it is the Compensation Committee's expectation that Ms. Lysyj will receive annual performance-based stock option awards and time-based RSUs similar to the other Named Executive Officers. Each of the option awards granted to the Company's Executive Officers in Fiscal Year 2019 included a double-trigger Change- in-Control clause which provides that the option shall become immediately exercisable in the event that a Change in Control results in the termination of the employment of the optionee without cause or good reason within 12 months of the Change in Control. For the purposes of the Company's equity grants, the term "Change in Control" means if Chairman C. James Koch and/or members of his family cease to control a majority of the Company's Class B Shares. Restricted Stock Units Restricted stock units or "RSUs" are granted by the Board of Directors upon the recommendation of the Compensation Committee. In 2015,making its recommendations, the Committee takes into account recommendations from the CEO. RSUs are generally granted on an annual basis on March 1, valued at the fair market value as of the award date. These shares of restricted stock generally vest over a four-year period, at the rate of 25% per year. On occasion, RSU grants are made at other times during the year, such as upon the hiring of a new executive or senior manager. Prior to 2019, the Board granted "Restricted Stock Awards" or "RSAs" as opposed to RSUs. Certain RSAs still remain effective and subject to vesting. RSUs are valued in terms of Company stock, except participants do not actually receive the underlying shares until the vesting contingencies are met. This differs from RSAs, where participants received and could vote the underlying restricted shares. Boston Beer believes that RSUs serve as an important retention tool because: (1) for most coworkers, RSUs are easier to understand and value than stock option awards; (2) RSUs have value even if the share price decreases after the date of the award; and (3) RSUs allow coworkers to think and act like owners of the Company. That said, the Company believes in striking a proper balance between stock option awards and RSUs for its Executive Officers. On March 1, 2019, the Board of Directors, upon the recommendation of the Compensation Committee, granted the Chairman and sixan aggregate of 16,471 RSUs to 85 coworkers, including eight Executive Officers performance-based contingent-vesting options for a total of 14,742 shares. Of thoseOfficers. All shares 8,182 shares had a vesting schedule of 33.3%vest 25% per year starting on January 1, 2017 and 6,560 shares hadover a vesting schedule of 20% per year starting on March 1, 2016. Vesting of these options was contingent upon the Company meeting certain pre-established depletions goals, with 100% of the option shares vesting in accordance with the respective vesting schedule if the Company’s percentage increase in depletions in 2015 over 2014 equaled or exceeded 13%, and 50% of the option shares vesting in accordance with the respective vesting schedule if the Company’s percentage increase in depletions in 2015 over 2014 equaled or exceeded 7% but did not equal or exceed 13%. In February 2016, the Compensation Committee determined that the performance criteria for these options had not been met, and therefore no shares vested. Additionally in 2015, one senior manager was granted a time-based option for 3,981 shares,four-year period, contingent on continued employment withon the Company.

In February 2016,applicable vesting dates. Each of the CompanyRSUs granted to the Company's Executive Officers and other coworkers in 2019 included a time-based optiondouble-trigger Change in Control clause. The March 1, 2019 grants included the following RSUs to Treasurer and Chief Financial Officer Frank H. Smallaour Named Executive Officers: 3,199 shares to Mr. Burwick, valued at approximately $4 million and to Senior Vice President, Supply Chain Quincy B. Troupe valued at approximately $2 million.

Restricted Stock Awards

As with discretionary options, restricted stock awards are generally granted$999,879 on an annual basis on January 1. Thesethe grant date, 831 shares of restricted stock generally vest over a five-year period, at the rate of 20% per year. Vesting is generally tied only to continued employment and not to any performance criteria. The Company does not generally grant restricted stock awards to its Named Executive Officers, as Boston Beer currently believes that their equity compensation should be more closely tied to the future performance of the Company through stock options as described above and should not have value if the share price decreases. Similarly, restricted stock awards are generally not granted to other Executive Officers, with limited exceptions. Restricted stock awards are generally granted to senior managers and other key employees. Restricted stock has value even if the share price decreases after the date of the award, and therefore is a more effective retention tool for these employees.

Grants of restricted stock awards are generally made annually by the Board of Directors, upon recommendation of the Compensation Committee. In making its recommendations, the Compensation Committee takes into account recommendations from the CEO and Chairman. As with stock options, restricted stock awards generally are effective January 1 of the following year and are valued at fair market value as of January 1. On occasion, grants of restricted stock awards are made at other times, such as upon the hiring of a new executive.

In 2015, the Board of Directors, upon the recommendation of the Compensation Committee, granted 6,092 shares of Restricted Stock Awards to 92 employees, including one Executive Officer.

In February 2016, the Company granted a restricted stock award to Mr. Smalla, valued at approximately $1 million and$259,737 on the grant date; 0 shares to Mr. TroupeKoch; and 831 shares to Mr. Geist, valued at approximately $750,000.

All discretionary stock options and restricted stock awards$259,737 on the grant date. On April 29, 2019, Ms. Lysyj was granted 4,925 RSUs in connection with her hiring. The RSUs are approved bycontingent upon her continued employment with the Compensation Committee and the full Board and are ratified by the holdersCompany, with 25% of the Company’s Class B Common Stock.

shares vesting on the anniversary of the grant date in each of the years 2020 through 2023, subject to accelerated vesting upon the occurrence of certain specified events. Investment Shares

Eligible Boston Beer coworkers, including Executive Officers other than the Chairman and CEO, may also participate in the Company's Investment Share Program, or the "ISP," where our stock may be purchased at a discount based on tenure, encouraging equity ownership in the Company. Eligible Boston Beer coworkers, referred to in this Proxy Statement as "ISP Eligible Coworkers," generally must have: (1) been employed by Boston Beer for at least one year; and (2) entered into an employment agreement with Boston Beer. Under our Investment Share Program, ISP Eligible EmployeesCoworkers may annually purchase such number of shares of the Company’s Class A Common Stock (“Investment Shares”)Shares that have a value as determined pursuant to the EEIP, of no greater than 10% of their annual base salary and bonus received in the immediately preceding year, up to a maximum annual investment of $17,500.$17,500 ("Investment Shares"). After two full years of service with the Company, Investment Shares may be purchased at a discount. The amount of the discount is tied to years of service; the maximum discount is 40% after four full years of service. ISP Eligible EmployeesCoworkers have the opportunity to purchase Investment Shares in Januaryon an annual basis on March 1 each year with the purchase price based on the fair market value of the shares at January 1.as of the purchase date. Investment Shares generally vest at the rate of 20% per year over the five-year period commencing on the effective date of purchase, contingent solely on continued employment with the Company.

Company on the applicable vesting dates. While the Chairman and the CEO of the Company are precluded from participationparticipating in the ISP, other Executive Officers are permitted to participate. In 2015,2019, Boston Beer employeescoworkers purchased a total of 8,301 shares7,901 Investment Shares under the ISP, of which 300172 shares were purchased by Namedtwo Executive Officers. No NEOs purchased Investment Shares in 2019.

Executive Benefits

In 2015,2019, the Company’s executivesCompany's Executive Officers were eligible for the same level and offering of benefits, including annual life insurance premiums, Company matching contributions under the Company’sCompany's 401(k) plan, car allowances where applicable, Company health savings contributions under the Company's medical plan, wellness plan reimbursements, and welfareother benefit programs as were made available to other employees.coworkers. The Company provides no additional benefits to its executives.

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Executive Officers. However, certain coworkers are eligible for the reimbursement of relocation, commuting, and living expenses ("Relocation Assistance") upon hiring and for a limited period thereafter. No Executive Officers received Relocation Assistance in 2019. How Executive Pay Levels areAre Determined

The As noted above, the Compensation Committee considers a number of factors in determining executive compensation, including but not limited to individual performance, responsibility level, role within the Company, tenure, and a comparison of salaries paid to peers within the Company and to those with similar roles at other companies.

The Compensation Committeecompanies, and data collected in interviewing and hiring external candidates for executive positions. It also uses tally sheets that ascribe dollar amounts toreviews the components ofhistorical compensation for each Executive Officer, compensation, including salary, bonus, and equity grants. ItThe Committee also tabulatesconsiders actual and unrealized gains made by the Executive Officers through the exercise of options, unrealized gains in vested options, and potential gains from unvested options at current market prices.

historical LTE Awards. Each year, the Compensation Committee, taking into consideration the recommendations of the CEO and the Chairman, determines the appropriate level of equity compensation for each Executive Officer. The Company emphasizes differentiation in executive compensation, with greatest emphasisfocusing on high performers and individuals who impact significantly, impact, or who have the potential to impact significantly, impact, Boston Beer’sBeer's business.

Executive Compensation Analysis Timeline While the Compensation Committee does not follow a strict calendar for establishing the parameters of executive compensation each year, it generally follows the following timeline. During and leading up to the October Compensation Committee meeting, the Committee, CEO, CFO, Vice President of Human Resources, and the Director of Total Rewards review the Company's peer group (if applicable), evaluate expected performance and vesting of outstanding equity grants, and review the projections for the then-current fiscal year bonus payouts. Then, at its December meeting, the Committee reviews benchmarking data, has preliminary discussions about the following year's LTE award recommendations and bonus scale, and establishes an aggregate pool for the following year's executive officer LTE Awards. Next, in February, the Committee meets to review management's report on Executive Officer performance and compensation; evaluate the status of the vesting criteria of any outstanding performance- based LTE Awards; review and approve the achievement of the previous year's Executive Officer bonus targets; establish the total compensation targets for Executive Officers for the then- current fiscal year; review and approve the bonus scale for the then-current fiscal year; and review and approve the LTE Awards to be awarded in the current fiscal year, including performance criteria. LTE Awards are generally granted on March 1, bonuses are typically paid in early March, and merit increases are generally effective in late March. Compensation Assessments

The Compensation Committee has the authority to select, retain, and compensate outside executive compensation consultants and other experts as it determines is necessary to carry out its responsibilities.

As one element in its assessment of the competitiveness of executive compensation packages established for Fiscal Year 2015,2019, the Compensation Committee applied knowledge gained through an executive compensation competitive assessment relating to certain selected Executive Officers prepared by FrederickFrederic W. Cook & Co., Inc., or F.W.FW Cook, a nationally-recognized executive compensation consulting firm, conductedpresented in 2013October 2018 (the “2013 Assessment”"FW Cook Assessment"). 1 At that time, the Compensation Committee assessed the independence of F.W.FW Cook and determined that F.W.FW Cook was independent and that no conflicts of interest existed. F.W.FW Cook reported directly to the Compensation Committee and did not provide services to, or on behalf of, any other part of our business. 1 FW Cook performed a similar assessment in October 2019, which the Compensation Committee utilized as an element in its assessment of executive compensation packages for the 2020 Fiscal Year.

F.W. Cook’sFW Cook's task was to analyze Boston Beer’sBeer's compensation programs and compensation strategies, confirm the appropriateness of the strategies, develop an updated peer group for use as a competitive frame of reference, and provide the Committee with benchmarking information for Boston Beer’s NamedBeer's Executive Officers. The Compensation Committee reviewed the peer group suggested by F.W.FW Cook, considering criteria such as financial similarity (primarily revenue and market capitalization), industry similarity, and number of employees. After discussion, the Committee approved the following companies as Boston Beer’sBeer's peer group: FW Cook Assessment Boston Beer Peer Group:

2013 ASSESSMENT BOSTON BEER PEER GROUP

Group B&G Foods, Inc. Inter Parfums, Inc. Pinnacle Foods, Inc. Calavo Growers Inc. J&J Snack Foods Corp. Steve Madden, Ltd. Cal-Maine Foods Inc. Lancaster Colony Corp. The Hain Celestial Group, Inc. Farmer Bros. Co. Movado Group, Inc. Tootsie Roll Industries, Inc. G-III Apparel Group, Ltd. National Beverage Corp. Vector Group Ltd. Hostess Brands, Inc. Oxford Industries, Inc. Once this peer group was established, in 2013, F.W.FW Cook used multiple data sources to assess Boston Beer’sBeer's executive compensation plan going forward, including, but not limited to, the compensation paid to the CEO and other named executive officers of the peer group companies, as derived from the most recent proxy statements filed by the peer group companies and third-party surveys. The information learnedgained from the 2013FW Cook Assessment and a prior assessment helped the Compensation Committee better understand market practices and provided perspective for the Committee’sCommittee's determinations regarding Named2019 Executive Officer 2015 compensation packages. However, while competitive market practices are considered, the Committee continues to believe that individual and Company performance, the impact of an Executive Officer’sOfficer's role and function within the Company, and the Executive Officer’sOfficer's contribution to the Company’sCompany's growth are more important drivers of total compensation decisions than comparisons against the peer group.

In October 2015, the Compensation Committee again engaged the services of F.W. Cook to assess the competitiveness of Boston Beer’s 2015 executive compensation and competitive compensation practices, and to assist the Committee in determining executive compensation for 2016 (the “2015 Assessment”). The Compensation Committee again assessed the independence of F.W. Cook and determined that F.W. Cook is independent and that no conflicts of interest existed during Fiscal Year 2015. In 2015, F.W. Cook reported directly to the Compensation Committee and did not provide services to, or on behalf of, any other part of our business. After discussion, the Committee approved the following companies as Boston Beer’s peer group for the 2015 Assessment:

2015 ASSESSMENT BOSTON BEER PEER GROUP

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The information learned from the 2015 Assessment helped the Compensation Committee better understand market practices and provided perspective for the Committee’s determinations regarding future compensation packages for Named Executive Officers.

In 2015, of the total compensation potential of the Company’s Named Executive Officers, salary constituted 38% to 45%, bonuses earned (paid in 2016 based on 2015 performance) constituted 4% to 28%, bonuses not earned constituted 0% to 55%, and equity compensation, all of which was in the form of stock options, constituted 0% to 38%. As noted above, based partially on the 2015 Assessment, the cash bonus incentive program for the company’s Named Executive Officers and other eligible employees was substantially revised for 2016.

Additional Compensation Policies and Practices

Executive Compensation Recovery Policy

In December 2006, the Compensation Committee adopted an executive compensation recovery policy that applies to Executive Officers and the Corporate Controller. Under this policy, the Company may recover incentive income that was based on achievement of quantitative performance targets, if an Executive Officer or the Corporate Controller engaged in intentional misconduct that resulted in an increase in his or her incentive income. Incentive income includes income related to annual bonuses discretionaryand LTE Awards. The Company has not been required to seek compensation recovery under this policy since its adoption. Policies Prohibiting Hedging and Pledging Boston Beer Stock Our Insider Trading Policy prohibits the Company's Directors, Executive Officers and certain other coworkers who are designated as Company "Insiders" from hedging or pledging Boston Beer Stock. As of the mailing of this Proxy Statement, there were approximately 130 Boston Beer coworkers identified as Insiders because they regularly have access to material non- public information about the Company. Under this policy, the Company's Directors, Executive Officers, and designated Insiders are prohibited from engaging in any investment to reduce the risk of adverse price movements in Boston Beer stock and from offering Boston Beer stock to a lender as collateral for a loan. Trading of Boston Beer stock by Company Directors, Executive Officers and Insiders is restricted under this policy to defined window periods following our quarterly earnings releases (except as may be provided pursuant to an approved Rule 10b5-1 Plan). All Directors, Executive Officers and Insiders are also prohibited by the Insider Trading Policy from engaging in certain trading practices involving Boston Beer stock which would suggest speculation in our securities, including short-term trading, short sales, transactions involving put or call options, and restrictedpurchases on margin. For all other coworkers, such practices are strongly discouraged but not prohibited, subject to prior notice to the Company.

Additionally, in February 2013, the Board adopted a separate and complementary policy that bans hedging or pledging of Boston Beer stock awards.

Equityby all Directors, Executive Officers, and Company Insiders. This policy is also incorporated into our Corporate Governance Guidelines and Nominating/Governance Committee Charter. On an annual basis, all Company Directors, Executive Officers and Insiders are required to certify compliance with this policy, which specifically prohibits such persons from: (1) purchasing or selling financial instruments, such as prepaid variable forward contracts, equity swaps, collars, or exchange funds that are designed to hedge or offset any decrease in the market value of Boston Beer stock; (2) engaging in short sales of Boston Beer stock; or (3) holding Boston Beer stock in a margin account or entering into any transaction involving the pledge or other use of Boston Beer stock as collateral to secure indebtedness or other obligations. All other coworkers are discouraged but not prohibited by this policy from entering into hedging transactions and engaging in short sales related to Boston Beer stock. The Company knows of no violations of this policy since its adoption. Stock Ownership and Retention Guidelines for Directors and Executive Officers

To foster a culture of ownership and further align the long-term interests of the executives and Directors with those of stockholders, in 2013, the Board of Directors, upon the recommendation of both the Compensation Committee and the Nominating/Governance Committee, adopted guidelines setting target stock ownership of six times annual cash salary for the Chairman and CEO and of six times annual cash compensation for the non-management Directors, and retention of a portion of the net shares received upon exercise of optionscertain stock option awards for a period of time. Under the guidelines, the Compensation Committee in the future may establish equity ownership guidelines for the Company's other Executive Officers.

Because target ownership for the Chairman has already been met through his ownership of Class B Stock, the The following additional requirements apply to all new equity grants awardedLTE Awards to himthe Chairman granted after February 7, 2013: (i) retention of 75% of net shares on exercise of options for six months after exercise or vesting, and (ii) retention of 50% of net shares on exercise of options for one year after exercise.

exercise or vesting. The CEO and the non-management Directors have an indefinite period to achieve the target ownership, but for all new equity grants receivedLTE Awards granted after February 7, 2013, they must retain 100% of net sharesNet Shares until the target has been achieved, and if not achieved within five years, they must retain 75% of net sharesNet Shares on any equityLTE Awards granted prior to February 7, 2013 and exercised or vested after February 7, 2018.2013. After their respective targets have been achieved, the same retention requirements that apply to the Chairman apply to them for all new equity grants awardedLTE Awards granted after February 7, 2013.

For the purposes of these guidelines, “net shares”"Net Shares" means shares acquired by an individual upon the exercise of an option or the vesting of a restricted stock, grant or purchase, after the payment of theany applicable exercise price for exercising the option and all taxes payable as a result of the exercise or vesting, assuming that the individual’s liability for the exercise price and taxes is met through the delivery of shares.

taxes. Ownership requirements for employees subjectlapse on the first to the Guidelines lapse on:occur of: (i) the first anniversary of the voluntary termination of employment or ofresignation from the termination of employment by the Company for cause; orBoard; (ii) the first anniversary of involuntary termination of employment other than for cause, his or her death,resignation or for individuals other than C. James Koch, a change in the ownership of the Company’s Class B Common Stock, such that Mr. Koch or members of his immediate family no longer beneficially own a majority of the outstanding Class B Common Stock, whichever first occurs. Ownership requirements for each non-management Director lapse on: (i) the first anniversary of the voluntary resignation of the Director from the Board or his or her removal from the Board for cause; (iii) involuntary termination of employment or (ii) the involuntary resignation or removal of the Director from the Board other than for cause, his or her death, orcause; (iv) death; and (v) for individuals other than Mr. Koch, a changeChange in the ownership of the Company’s Class B Common Stock, such that C. James Koch or members of his immediate family no longer beneficially own a majority of the outstanding Class B Common Stock, whichever first occurs.

Control. The Compensation Committee reviewed the progress made on the equity ownership guidelines at its meeting on February 10, 2016,December 4, 2019 and determined that the Chairman and three of the non-managementtwo Directors had achieved their respective share ownership targets, while the CEO and the other three non-managementfive Directors had yet to achieve their respective share ownership targets.

Tax Deductibility under Section 162(m)

Section 162(m) of the U.S. Internal Revenue Code limits to $1,000,000 the tax deductibility by a publicly-traded corporation of compensation in excess of $1,000,000 paid to the Chief Executive OfficerCEO and anycertain other of its Named Executive Officers. However, prior to the enactment of the Tax Cuts and Jobs Act of 2017 on December 22, 2017, compensation that qualifiesqualified as “performance-based” is"performance-based" was excluded from the $1,000,000 limit if, among other requirements, the compensation iswas payable only upon the attainment of pre-established, objective performance goals under a plan approved by stockholders. In 2014, the EEIP was amended to include specific performance measures to be used for Restricted Stock Grantsrestricted stock awards or Discretionary Optionsdiscretionary stock options granted to certain Executive Officers and senior managers that arewere designed to qualify for

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the performance- based compensation exception under Section 162(m). On December 20, 2018, the EEIP was amended to eliminate certain plan features and limitations that are no longer applicable following the repeal of the qualified performance-based compensation exception under Section 162(m). The bonuses and stock optionsoption awards granted to the Named Executive Officers have been approved, in accordance with the requirements of Section 162(m) and the EEIP, by the holders of the Company’s Class B Common Stock,Stockholder, who actacts with sole authority on such matters.

To date, Starting on January 1, 2018, performance-based compensation is no longer excluded from the $1,000,000 limit, unless the compensation was granted under "written binding contracts" in effect as of November 2, 2017, which is the case for all LTE Awards granted by the Company. Prior to 2018, total annual cash compensation paid to any individual executive that has not been performance-based has not exceeded $1,000,000. The Compensation Committee will continue to monitor the compensation levels potentially payable under Boston Beer’sBeer's compensation programs, but intends to retain the flexibility necessary to provide total compensation in line with competitive practice, Boston Beer’sBeer's compensation philosophy, and the Company’sCompany's best interests. Boston Beer has not adopted a policy that all executive compensation be fully deductible.

Fiscal Year 20152019 Named Executive Officer Compensation and Performance

Compensation of Martin F. Roper,David A. Burwick, President & Chief Executive Officer

The Compensation Committee reviews On January 23, 2018, the Company entered into an offer letter (the "Burwick Offer Letter") for Mr. Burwick to join the Company as President & Chief Executive Officer, which offer was contingent upon subsequent approval by the Board of Directors and approves the compensation paid to our CEO, Martin F. Roper. For Fiscal Year 2015, the Compensation Committee approved a 2.5% increase to Mr. Roper’s 2014 base salary, increasing his base salary to $783,000.

In December 2014,Committee. The appointment and the Compensation Committee established Mr. Roper’s 2015 bonus opportunity at 80% of his 2015 salary, with an incremental opportunity equal to 64% of his 2015 salary tied to achieving certain goals that would require substantial outperformancedetails of the Company’s financial plan for the year (the “Stretch Goals”). Specific 2015 quantitative and qualitative performance goals and the weightings establishedBurwick Offer Letter were subsequently approved by the Compensation Committee to measure and reward Mr. Roper’s performance in 2015, including the Stretch Goals,on February 13, 2018 and the performance achieved relativeBoard of Directors on February 14, 2018. A copy of the Burwick Offer Letter was attached as Exhibit 10.1 to these goals, arethe Company's Current Report on Form 8-K filed with the SEC on February 16, 2018. Mr. Burwick commenced service as follows:

2015 BASE BONUS GOALS FOR MARTIN F. ROPER, CHIEF EXECUTIVE OFFICER:

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2015 STRETCH GOALS FOR MARTIN F. ROPER, CHIEF EXECUTIVE OFFICER:

In February 2016, the Company's bonus program, and two LTE Awards made pursuant to the Company's long-term equity program, all of which was outlined in the Burwick Offer Letter. Mr. Burwick earned total compensation of $4,212,131 in 2019, the mix of which is set forth below: President & CEO David A. Burwick's 2019 Total Compensation Committee reviewedMix Base Salary $ 767,308 Performance Bonus Earned $ 1,434,865 March 1, 2019 Performance-Based Stock Option Award $ 999,886 March 1, 2019 RSU $ 999,879 Other Compensation $ 10,193 TOTAL $ 4,212,131 zz Base Salary: Mr. Roper’s achievements against his 2015 bonus opportunities, as detailed above, determined that he satisfied 15%Burwick's annual base salary of his base bonus goals and none of his Stretch Goals, and therefore awarded him a bonus of $93,960, equivalent to 12% of his 2015 base salary.

In December 2007,$772,500 was approved by the Compensation Committee and the Board of Directors approvedin February 2019, representing a 3% increase of his 2018 base salary of $750,000. The merit increase was effective on March 24, 2019, the 2008 CEO Option,same effective date as other coworkers. zz Performance Bonus: The 2019 Bonus Scale is described in more detail above under the heading "Cash Incentive Bonuses." As noted in that section, the Company achieved 22% depletions growth under Mr. Burwick's guidance in Fiscal Year 2019, significantly exceeding growth targets. This followed depletions growth of 13% in 2018, which marked a long-term variable price option grant to Mr. Roper for 753,864 sharessignificant turnaround following overall depletions decreases of the Company’s Class A Common Stock, effective January 1, 2008. This 2008 CEO Option, part of a long-term compensation strategy to provide the CEO with compensation comparable to that which he could receive elsewhere, had a value of approximately $6.34 million at the date of grant. The 2008 CEO Option vested 20% on January 17% in each of years 2014, 2015, and 2016, and will vest an additional 20% in each of 2017 and 2018, contingent on Mr. Roper’s continued employment with Boston Beer.

In December 2015,5% in 2016. As described under the "Cash Incentive Bonuses" heading, the Compensation Committee reviewed Fiscal Year 2019 Company performance against the 2019 Bonus Scale and the Board of Directors approved the 2016 CEO Option, a long-term variable price option grant (to Mr. Roper for 574,507 shares of the Company’s Class A Common Stock, effective January 1, 2016. This 2016 CEO Option, part of a long-term compensation strategy to provide the CEO with compensation comparable to that which he could receive elsewhere, had a value of approximately $22.5 million at the date of grant. The 2016 CEO Option will vest 20% on January 1 in each of years 2019 to 2023, contingent on Mr. Roper’s continued employment with Boston Beer.

The 2008 CEO Option and the 2016 CEO Option provide for partial accelerated vesting and partial expiration in certain change of control situations. To the extentdetermined that the options become exercisable pursuantCompany achieved 187% on the scale. The Committee accordingly approved a bonus to Mr. Burwick in the amount of $1,434,865, which was paid in March 2020. zz Performance-Based Stock Option Award: On March 1, 2019, the Company granted Mr. Burwick a changeperformance- based stock option award for a total of 7,352 shares, valued at $999,886 on the grant date. As described in control, Mr. Roper hasmore detail under the right to participate in a transaction giving rise to such a change in control. Theheading "Stock Option Awards" the option shares have an exercise price of $312.56, are contingent upon net revenue growth in Fiscal Year 2020 over Fiscal Year 2018, have a three year vesting schedule from March 2021 to March 2023 should the optionsperformance criteria be achieved, and are indexedcontingent on continued employment on the applicable vesting dates. The stock option award is identical in nature to the broader market, subject to a cap of the value that can be achieved, have value onlystock option awards granted to the extent that the market price of Boston Beer’s Class A Common Stock exceeds the index, and normal vesting occurs only over three to seven years. The Compensation Committee believes that this provides Mr. Roper with significant incentive to causeother NEOs on March 1, 2019. zz RSUs: On March 1, 2019, the Company granted Mr. Burwick an award of 3,199 RSUs, valued at $999,879 on the grant date. As described in more detail under the heading "Restricted Stock Units" the RSUs vest over a four-year period and are contingent upon continued employment on the grant date. The RSUs are identical in nature to outperformthe RSUs granted to the other companies overNEOs on March 1, 2019. zz Other Compensation: "Other Compensation" includes $8,900 in matching contributions to the longCompany's 401(k) plan and $1,293 in Company contributions to annual group life insurance, accidental death and dismemberment insurance, and short- term and that this provides him with a corresponding opportunity to benefit from long-term outperformancedisability. Mr. Burwick was eligible for the same level and offering of Boston Beer’s stock price.

these benefits as other Company coworkers. Taking into account information from a number of sources, including the competitive assessments prepared by F. W.FW Cook Assessment, the Compensation Committee believes that Mr. Roper’sBurwick's compensation isin 2019 was appropriate based on his responsibilities, individual performance level, and contribution to Boston Beer, and strong Company performance under Mr. Burwick's leadership. The Compensation Committee also believes that itMr. Burwick's compensation package is structured in a way that provides Mr. Roperhim with appropriate incentives and rewards for superior performance and increase inincreasing stockholder value. Additionally, with its long-term focus, Mr. Roper’s compensation package does not reward decisions that might entail imprudent levels of risk.

The Summary Compensation Table included in this Proxy Statement sets forth all compensation received by Mr. RoperBurwick during Fiscal Year 2015.2019. There is no company-sponsoredCompany-sponsored retirement program for Mr. RoperBurwick other than the Company’sCompany's 401(k) plan, and he receives no benefits or perquisites from Boston Beer other than the benefits generally available to our employees.

coworkers. Mr. RoperBurwick does not have a severance or change ofin control arrangement, other than: (1) an acceleration ofthan the vesting of the options granted under the EEIP prior to 2008 (which is applied equally to all EEIP participants); and (2) the 2008 CEO Option and 2016 CEO Option,Change in Control provisions in his LTE Awards, which are explaineddescribed in more detail below under the heading “Employment"Employment Contracts, Termination of Employment, and Change in Control Agreements.” Mr. Roper does not have a severance arrangement with the Company.

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Compensation of C. James Koch, Chairman

The Compensation Committee also reviews and approves the compensation paid to C. James Koch, the Chairman and a full-time employee of Boston Beer. For Fiscal Year 2015, the Compensation Committee approved a 2.5% increase to Mr. Koch’s 2014 base salary, increasing his base salary to $405,000.

The Compensation Committee established Mr. Koch’s 2015 bonus opportunity at 100% of his 2015 salary. Specific 2015 quantitative and qualitative performance goals and the weightings established by the Compensation Committee to measure and reward Mr. Koch’s performance in 2015, and the performance achieved relative to these goals, are as follows:

2015 BONUS GOALS FOR C. JAMES KOCH, CHAIRMAN:

In February 2016, the Compensation Committee reviewed Mr. Koch’s achievements against his 2015 cash incentive bonus opportunities, as detailed above. They determined that Mr. Koch had satisfied 20% of his performance goals, and approved a bonus of $81,000 for his 2015 performance, equivalent to 20% of his 2015 base salary.

Mr. Koch was granted an option effective January 1, 2015 for 1,968 shares of the Company’s Class A Common Stock, with vesting contingent on the Company’s depletions growth, as more fully described under the heading “Discretionary Stock Options” above. In February 2016, the Compensation Committee determined that the performance criteria for that option had not been met, and therefore no shares vested pursuant to the terms of the option agreement.

The Summary Compensation Table included in this Proxy Statement sets forth all compensation received by Mr. Koch during Fiscal Year 2015. There is no company-sponsored retirement program for Mr. Koch other than the Company’s 401(k) plan, and he receives no benefits or perquisites from the Company other than the benefits generally available to our employees. Mr. Koch does not have a change of control arrangement other than an acceleration of the vesting of options granted under the EEIP nor does he have a severance arrangement with the Company. A Stockholder Rights Agreement between Boston Beer and our initial stockholders, more fully described under the heading “Employment Contracts, Termination of Employment, and Change in Control Agreements” below, governs certain details of Mr. Koch’s employment with the Company.

" Compensation of Named Executive Officers Other than the CEO As described in more detail under the heading "Components of Executive Compensation and Chairman

Determination of Compensation Mix", the primary components of the compensation of our Named Executive Officers in 2019, other than Mr. Burwick, were as follows. Base Salary: The following table shows the 20152019 base salary, and the corresponding percentage increase above the 20142018 base salary level, and the actual salary earned in 2019 of each of theseour other Named Executive Officers.

The Name Title Base Salary for 2019 Increase from 2018 Base Salary Actual Salary Earned in 2019 Frank H. Smalla Treasurer and CFO $ 535,600 3.0% $ 532,000 C. James Koch Chairman and Founder $ 427,450 3.0% $ 424,577 John C. Geist Chief Sales Officer $ 535,600 3.0% $ 532,000 Lesya Lysyj Chief Marketing Officer $ 475,000 - $ 319,712 In February 2019, the Compensation Committee considered recommendations made by the CEO for 2015 salary adjustments for the Named Executive Officers and concluded that the recommended base salary for each of these Named Executive Officers,Mr. Smalla, Mr. Koch, and Mr. Geist, as adjusted, was within the appropriate range for his experience and job responsibilities.

The merit increases were effective on March 24, 2019, the same effective date as other coworkers. Ms. Lesya's base salary was established by the Lysyj Offer Letter. She commenced service as Chief Marketing Officer on April 29, 2019. Bonus: For Fiscal Year 2015,2019, the overall cash incentive target bonus potential for theof our other Named Executive Officers other than the CEOwas: (1) 60% of base salary for Mr. Smalla; (2) 100% of base salary for Mr. Koch; (3) 60% of base salary for Mr. Geist; and the Chairman was(4) 50% of their respective base salaries, with between 20% and 30%salary for Ms. Lysyj. Achievement of the bonus potentialthese bonuses for 2019 was based on the achievement of Company-wide goals and between 70% and 80% based on the achievement of goals specifically set for each of these Named Executive Officers. The 2015 shared Company-wide goals consisted of achieving depletions growth of at least 10.7% over 2014, $10 million in resource efficiencies and cost savings, and maintaining brand health.

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In February 2016, the Compensation Committee reviewedCompany performance and achievement against the shared Company-wide goals and determined that those goals had not been achieved. The Compensation Committee also reviewedCompany Goals. As described in the 2015 performance of the Named Executive Officers against their individual bonus goals and approved bonus payments as Specific Fiscal Year 2015 quantitative and qualitative performance goals, the weightings established by the Compensation Committee to measure and reward the performance of each Named Executive Officer"Cash Incentive Bonuses" section, in 2015, and the performance achieved relative to these goals were as follows:

2015 BONUS GOALS FOR WILLIAM F. URICH, TREASURER AND CHIEF FINANCIAL OFFICER:

In February 2016, reflecting this performance assessment,2020 the Compensation Committee determined that Mr. Urich hadthe Company achieved 65% (or $146,250) of his bonus goals. Additionally,187% on the Compensation Committee awarded Mr. Urich a discretionary bonus of $150,000 in recognition of his achievements throughoutBonus Scale, based on significantly exceeding the year, particularly with respect to his management of the Company’s Boston operational team.depletions growth, EBIT, and resource efficiency targets. As a result, the Committee approved a total bonus paymentpayments to our other Named Executive Officers as follows: Name Title 2019 Bonus, Paid in March 2020 Frank H. Smalla Treasurer and CFO $ 621,904 C. James Koch Chairman and Founder $ 793,959 John C. Geist Chief Sales Officer $ 621,904 Lesya Lysyj Chief Marketing Officer $ 452,125 Additionally, certain Executive Officers and senior managers were awarded special bonuses, in addition to the performance bonuses discussed above, in recognition of their significant role in overseeing the Dogfish Head integration in 2019. Among the NEOs, both Mr. Smalla and Mr. Geist received a $50,000 integration bonus, which was paid in March 2020. Equity Awards: On March 1, 2019, the Company granted annual performance-based stock option awards and RSUs to Mr. UrichSmalla and Mr. Geist, which awards had been approved by the Compensation Committee and the Board of Directors in February 2019. The number of shares awarded and the value of the awards of the grant date for each of these awards are shown in the amount of $296,250, equivalentbelow chart. Name Title Stock Option Award RSUs Frank H. Smalla Treasurer and CFO 1,911 option shares $259,899 831 shares $259,737 John C. Geist Chief Sales Officer 1,911 option shares $259,899 831 shares $259,737

Mr. Urich was granted an option effective January 1, 2015 for 3,096 shares of our Class A Common Stock, with vesting contingent on our depletions growthAs described in 2015, as fully describedmore detail under the heading “Discretionary Stock Options” above. In February 2016,"Stock Option Awards," the Compensation Committee determined thatoption shares have an exercise price of $312.56 and are contingent upon net revenue growth in Fiscal Year 2020 over Fiscal Year 2018. Should the performance criteria be achieved, the RSUs will vest 20% per year on March 1 in each of the years 2020 through 2023, contingent on continued employment on the respective vesting dates, and subject to accelerated vesting upon the occurrence of certain specified events. On April 29, 2019, the Company granted stock option awards and RSUs to Ms. Lysyj pursuant to the Lysyj Offer Letter in connection with her hiring. The number of shares awarded and the value of the awards of the grant date for thiseach of these awards are shown in the below chart. Name Title Stock Option Award RSUs Lesya Lysyj Chief Marketing Officer 11,827 option had not been met, and therefore noneshares $1,499,971 4,925 shares $1,499,958 Each of the option shares vested.

2015 BONUS GOALS FOR JOHN C. GEIST, CHIEF SALES OFFICER:

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In February 2016, reflecting this performance assessment,has an exercise price of $304.56, which was the closing price of Class A Shares on the day before the grant. The options will vest as to 50% of the underlying shares on April 29, 2022, 25% of the shares on April 29, 2023, and 25% of the shares on April 29, 2024, contingent on continued employment on the applicable vesting dates and subject to accelerated vesting upon the occurrence of certain specified events. Mr. Koch was not granted any LTE Awards in 2019. Compensation Committee approved a bonus payment to Mr. Geist in the amount of $85,500, equivalent to 19% of his 2015 base salary.

Mr. Geist was granted an option effective January 1, 2015 for 3,096 shares of our Class A Common Stock, with vesting contingent on our depletions growth in 2015, as fully described under the heading “Discretionary Stock Options” above. In February 2016, the Compensation Committee determined that the performance criteria for this option had not been met, and therefore none of the option shares vested.

2015 BONUS GOALS FOR ROBERT P. PAGANO, VICE PRESIDENT, BRAND DEVELOPMENT:

In February 2016, reflecting this performance assessment, the Compensation Committee approved a bonus payment to Mr. Pagano in the amount of $69,615, equivalent to 20% of his 2015 base salary.

Mr. Pagano was granted an option effective January 1, 2015 for 1,968 shares of our Class A Common Stock, with vesting contingent on our depletions growth in 2015, as fully described under the heading “Discretionary Stock Options” above. In February 2016, the Compensation Committee determined that the performance criteria for this option had not been met, and therefore none of the option shares vested.

Compensation Committee Report

The Compensation Committee has reviewed and discussed with management the foregoing Compensation Discussion and Analysis. Based on that review and those discussions, the Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’sCompany's Proxy Statement for the Annual Meeting of Stockholders to be held on May 25, 2016,14, 2020, and incorporated by reference in the Company’sCompany's Annual Report on Form 10-K for Fiscal Year 2015.

David A. Burwick
Jay Margolis

2019. Michael Spillane, Chair Meghan V. Joyce Jean-Michel Valette Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee is, or during Fiscal Year 2019 was, an officer or employee of Boston Beer or any of its subsidiaries, during Fiscal Year 2015. None of our Executive Officers serve as aand no Compensation Committee member has any interlocking relationship with the Company which is required to be reported under applicable rules and regulations of the board of directors or compensation committee of any entity that has one or more of its executive officers serving as a member of ourSEC.

Executive Compensation Committee. In addition, none of our Executive Officers serves as a member of the compensation committee of any entity that has one or more of its executive officers serving as a member of our Board of Directors.

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EXECUTIVE COMPENSATION

Summary Compensation Table

The following table summarizes the compensation of the 2015our 2019 Named Executive Officers for Fiscal Year 2015 and the Company’s fiscal years ended December 27, 2014 (Fiscal Year 2014”) and December 28, 2013 (“2019, Fiscal Year 2013”2018, and Fiscal Year 2017. Name and Principal Position Fiscal Year Salary (1) Bonus (1)(2) Restricted Stock Awards (3) Option Awards (3) Non-Equity Incentive Plan Compensation (1) All Other Compensation (4) Total David A. Burwick President & CEO 2019 $ 767,308 $ 0 $ 999,879 $ 999,886 (8) $ 1,434,865 $ 10,193 $ 4,212,131 2018 $ 562,500 $1,600,000 $ 14,749,723 $ 1,000,910 (5) $ 1,515,000 $ 609,535 (6) $ 20,037,668 2017 $ 41,000 (7) $ 0 $ 0 $ 114,966 (7) $ 0 $ 0 $ 155,989 Frank H. Smalla Treasurer & CFO 2019 $ 532,000 $ 50,000 $ 259,737 $ 259,899 (8) $ 621,904 $ 11,193 $ 1,734,733 2018 $ 516,538 $ 0 $ 249,959 $ 249,984 (5) $ 626,045 $ 63,474 $ 1,706,000 2017 $ 505,000 $ 0 $ 0 $ 0 $ 252,729 $ 127,746 $ 885,475 C. James Koch Chairman 2019 $ 424,577 $ 0 $ 0 $ 0 $ 793,959 $ 10,193 $ 1,228,729 2018 $ 412,692 $ 0 $ 124,979 $ 124,951 (5) $ 833,638 $ 10,043 $ 1,506,303 2017 $ 405,000 $ 0 $ 0 $ 224,958 (5) $ 148,230 $ 9,893 $ 788,081 John C. Geist Chief Sales Officer 2019 $ 532,000 $ 50,000 $ 259,737 $ 259,899 (8) $ 621,904 $ 17,793 $ 1,741,333 2018 $ 516,538 $ 0 $ 249,959 $ 249,984 (5) $ 626,065 $ 17,643 $ 1,660,189 2017 $ 505,000 $ 0 $ 0 $ 0 $ 252,729 $ 9,893 $ 767,622 Lesya Lysyj Chief Marketing Officer 2019 $ 319,712 $ 0 $ 1,499,958 (9) $ 1,499,971 (9) $ 452,125 $ 10,193 $ 3,781,959 2018 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 2017 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 (1) Included in this column are amounts earned, although not necessarily received, during the corresponding fiscal year. (2) The Compensation Committee, on occasion, awards Executive Officers additional discretionary bonus payments outside of the scope of the Company's annual bonus program in recognition of exceptional performance, in connection with hiring, or for other reasons. Amounts reported for 2019 represent discretionary cash bonus awards to recognize leadership in connection with the integration of Dogfish Head operations. (3) Reflects the dollar amount of the aggregate grant date fair value of awards granted during each fiscal year as computed in accordance with Accounting Standards Codification 718, Compensation-Stock Compensation ("ASC 718"). The methods and assumptions used in valuing the stock option and restricted stock awards in accordance with ASC 718 are described in the Company's audited financial statements for Fiscal Year 2019 included in the Company's Annual Report on Form 10-K filed with the SEC on February 19, 2020. (4) Includes annual group life insurance premium, Company matching contributions under the Company's 401(k) plan paid in the respective year, car allowances as applicable, Company health savings contributions under the Company's medical plan paid in the respective year, accrued but unused vacation time paid to former employees, wellness plan reimbursements, and Relocation Assistance if applicable. (5) Grant contains performance-based vesting conditions based on depletions growth as described under the heading "Stock Option Awards" above; the value reported reflects the value of the award at the grant date and is consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under ASC 718, excluding the effect of estimated forfeitures. In February 2020, the Compensation Committee determined that the performance criteria had been achieved. (6) Mr. Burwick received a payment of $865 in December 2018 as a result of a 401(k) Company match administrative error. In 2019, the Company recovered these funds from Mr. Burwick. (7) Includes standard Director compensation received by Mr. Burwick for service on the Company's Board of Directors. (8) Grant contains performance-based vesting conditions based on depletions growth as described under the heading "Stock Option Awards" above; the value reported reflects the value of the award at the grant date and is consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under ASC 718, excluding the effect of estimated forfeitures. In February 2021, the Compensation Committee will determine if the performance criteria have been met. (9) Grant contains long-term retention service-based vesting conditions; as such, the value reported reflects the value of the award at the grant date and is consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under ASC 718, excluding the effect of estimated forfeitures.

We have not paid or provided any perquisites to any of our Executive Officers, either individually or in the aggregate, in excess of $10,000. Not included in the above Summary Compensation Table are Investment Shares of the Company’sCompany's Class A Common Stock purchased by Executive Officers at a discount under the ISP.ISP are not included in the Summary Compensation Table. The Chairman and the CEO are not eligible forto participate in the ISP, and other Executive Officers receive no additional benefit under the ISP asnot available to other ISP Eligible Employees.Coworkers. On December 26, 2015, Messrs.28, 2019, Mr. Geist and UrichMr. Smalla held unvested Investment Shares.

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Grants of Plan-Based Awards in Fiscal Year 2015

2019 The following table describes the potential range of annual cash incentive awards and potential payouts under equity incentive awards for Fiscal Year 20152019 performance, the actual stock options to purchase Class A Common Stockoption awards granted during Fiscal Year 2015,2019, the actual RSUs granted during Fiscal Year 2019, and the grant date fair value of the equity awards. Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1) Estimated Possible Payouts Under Equity Incentive Plan Awards All Other Option Awards: Number of Securities Underlying Options All Other Stock Awards: Number of Shares of Stock Exercise or Base Price of Option Awards ($/sh) Closing Price on Date of Grant ($/sh) Grant Date Fair Value of Option Awards ($) (2) Name Grant Date Approval Date Target ($) Maximum ($) Target (sh) Maximum (sh) David A. Burwick 3/1/2019 2/12/2019 (3) $ 772,500 $ 1,931,250 7,352 (4) 7,352 (4) - 3,199 $ 312.56 (3) $ 312.56 $ 136.00 Frank H. Smalla 3/1/2019 2/12/2019 (3) $ 321,360 $ 803,400 1,911 (4) 1,911 (4) - 831 $ 312.56 (3) $ 312.56 $ 136.00 C. James Koch 3/1/2019 2/12/2019 (3) $ 427,450 $ 1,068,625 - - - - - - - John C. Geist 3/1/2019 2/12/2019 (3) $ 321,360 $ 803,400 1,911 (4) 1,911 (4) - 831 $ 312.56 (3) $ 312.56 $ 136.00 Lesya Lysyj 4/29/2019 3/26/2019 (5) $ 237,500 $ 593,750 - - 11,827 (6) 4,925 $ 304.56 (5) $ 304.56 $ 126.83 (1) Bonus payouts are determined in accordance with a scale that provides for between 0% and 250% payout. The target represents 100% payout for full achievement of the performance goals whereas the maximum represents 250% payout for achievement above the performance goals. Nevertheless, the Compensation Committee has the discretion to adjust the actual payout upon evaluation of overall achievement. (2) Reflects the dollar amount of the aggregate grant date fair value of awards granted during the fiscal year as computed in accordance with ASC 718. The method and assumptions used in valuing the equity awards in accordance with ASC 718 are described in Notes B and N to the Company's audited financial statements for Fiscal Year 2019, included in the Company's Annual Report on Form 10-K filed with SEC on February 19, 2020. (3) On February 12, 2019, upon the recommendation of the Compensation Committee, the Board of Directors granted these stock option awards.awards effective as of March 1, 2019, with an exercise price equal to the closing price of the Company's stock on the last trading day immediately prior to the effective date. (4) The option vests at 33.3% per year starting on March 1, 2021, provided certain criteria are met. The vesting of each option is contingent on the Company achieving certain performance criteria. If the compounded annual growth rate of the Company's net revenue in 2020 over 2018 is equal to or greater than 2%, but less than 3.5%, 50% of the number of shares will be eligible to vest in accordance with the vesting schedule. If the compounded annual growth rate of the Company's net revenue in 2020 over 2018 is equal to or greater than 3.5%, 100% of the number of shares shall be eligible to vest in accordance with the vesting schedule. All options are also contingent upon continued employment on the applicable vesting date. (5) Upon the recommendation of the Compensation Committee, the Board of Directors granted these stock option awards to Ms. Lysyj effective as of April 29, 2019, with an exercise price equal to the closing price of the Company's stock on the last trading day immediately prior to the effective date. (6) The option vests at 50% on April 29, 2022 and 25% on each of April 29, 2023 and April 29, 2024 contingent on Ms. Lysyj's continued employment with the Company on the respective vesting dates.