SAM 8-K/A
Boston Beer Co Inc (SAM)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory Note
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 20, 2025, the Company announced leadership changes effective immediately.
Philip A. Hodges, age 58, has been named Chief Operating Officer. In this role, Hodges will expand on his supply chain responsibilities to oversee day-to-day operations across all functions and focus on continuing to improve execution and implementing the Company’s previously announced margin enhancement initiatives. He will report to President and Chief Executive Officer C. James Koch.
Mr. Hodges has served as the Company’s Chief Supply Chain Officer since May 2023, after serving as an advisor in the area of supply chain management from May 2022 to May 2023. He has more than 30 years of consumer packaged goods experience, including roles as Chief Supply Chain Officer of Carlsberg, Chief Financial Officer of Kraft Foods International, and General Manager of Mondelez in Southeast Asia.
Mr. Hodges and the Company entered into an Offer Letter effective October 20, 2025, outlining the details of his employment and compensation, contingent on approval by the Board of Directors. A copy of the Offer Letter is attached hereto as Exhibit 10.1 and is incorporated by reference. The terms of the Offer Letter were approved by the Board of Directors on October 16, 2025.
Mr. Hodges’ annual base salary will be $800,000, with his bonus potential determined by the Company’s performance against its “2025 Company Goals” in accordance with its “Bonus Scale”, both of which are described in the Form 8-K filed by the Company on February 11, 2025. If the Company achieves the 100% payout level on the Bonus Scale, Mr. Hodges’ bonus target will be 100% of his base salary. Mr. Hodges’ bonus for 2025 will be prorated based on his time in his two different roles.
Additionally, in lieu of participating in the Company’s annual executive Long Term Equity Program over the course of his employment, the Company will grant Mr. Hodges two one-time equity awards.
First, the Company will grant Mr. Hodges an option (the “Option”) to purchase shares of the Company’s Class A Common Stock (“Class A Shares”) valued at approximately $9,000,000. The Option will be granted on October 28, 2025 (the “Grant Date”). The number of shares will be determined on the Grant Date based on the market price of the Class A Shares on the day prior to the Grant Date (the “Closing Price”), and the per share exercise price will be the Closing Price. The Option will vest as to one third of the shares covered by the Option on January 1 in each of 2026, 2027 and 2028, contingent upon Mr. Hodges’ continued employment by the Company on the applicable vesting dates. The Option shall terminate on the sooner to occur of: (a) the close of business on October 27, 2035; or (b) the expiration of three (3) years after Mr. Hodges ceases to be an employee of the Company.
The Company will also grant Mr. Hodges a restricted stock unit (“RSU”) award for a number of Class A Shares on the Grant Date valued at approximately $3,000,000. The number of RSUs will be determined on the Grant Date based on the Closing Price. The RSUs will vest as to one third of the shares covered by the award on January 1 in each of 2026, 2027 and 2028, contingent upon Mr. Hodges’ continued employment by the Company on the applicable vesting dates.
As noted in the Offer Letter, Mr. Hodges’ employment is subject to an O-1 Visa. The Option and the RSU are subject to partial accelerated vesting in the event that: (1) Mr. Hodges’ O-1 Visa is revoked for reasons other than his actions or omissions; and (2) his employment with the Company is terminated by the Company as a result of such revocation. The Option and the RSU are also subject to partial accelerated vesting in the event of a Change in Control that results in the elimination of the Chief Operating Officer role without cause.
As part of this change, Philip E. Savastano has been promoted to Chief Supply Chain Officer, effective immediately. Mr. Savastano will report to Mr. Hodges and will be responsible for overseeing brewery management, procurement, customer service, engineering, safety, quality, and planning. He joined the Company in April 2024 in the role of Sr. Director of Brewery Operations.
The Company issued a press release regarding these leadership changes on October 20, 2025, which is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
The following exhibits are filed as part of this report:
Exhibit No. Description
10.1 Offer Letter between Philip A. Hodges and the Company effective October 20, 2025
99.1 Press Release dated October 20, 2025
104 Cover Page Interactive Data File (embedded within Inline XBRL document)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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The Boston Beer Company, Inc. |
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Date: |
October 21, 2025 |
By: |
/s/ C. James Koch |
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Name: C. James Koch |
EXHIBIT 10.1
Philip A. Hodges
8912 Yucatan Court
Naples, FL 34112
Dear Phil,
This letter is here to confirm the change in your role at Boston Beer. Detailed below are the parameters surrounding your compensation and employment with this new position.
Title: Chief Operating Officer, reporting to Jim Koch, CEO, Brewer and Founder
Location: Your job has been classified as Part Time BBC Location Based (Hybrid). Please note that Boston Beer reserves the right to adjust job location classification as business needs may change throughout the course of your employment with us.
Anticipated Start Date: 10/20/2025
Base Salary: $800,000, payable annually
Bonus Potential: You be eligible for a bonus target of 100% of your Bonus Eligible Salary (actual salary earned during the bonus year). Actual attainment could be higher or lower based on company and individual performance and will be prorated based on your start date. To be eligible for a bonus payment you must be employed by The Boston Beer Company prior to October 1st of the bonus year, and also on the last business day of the bonus year, typically December 31st, or the last business day of the calendar year.
Long-Term Equity (LTE) Grant: You will be granted LTE grants with a total value of $12,000,000, of which 75% will be in the form of time-based Non-Qualified Stock Options (the “Option”) and 25% in the form of time-based restricted stock units (the “RSUs”, and together with the Option, your “October 2025 LTE Award”). The Option will be valued at approximately $9,000,000 and will be granted on or around October 28, 2025 (the “Grant Date”). The number of shares will be determined on the Grant Date based on the market price of the Class A Shares on the day prior to the Grant Date (the “Closing Price”), and the per share exercise price will be the Closing Price. The Option will vest as to one third of the shares covered by the award on January 1 in each of 2026, 2027 and 2028, contingent upon your continued employment by the Company on the applicable vesting dates. The Option will terminate on the sooner to occur of: (a) the close of business on October 27, 2035; or (b) the expiration of three (3) years after you cease to be an employee of the Company. The RSUs will be valued at approximately $3,000,000 and will also be granted on the Grant Date, with the number of RSU shares determined on the Grant Date based on the Closing Price. The RSUs will vest as to one third of the shares covered by the award on January 1 in each of 2026, 2027 and 2028, contingent upon your continued employment by the Company on the applicable vesting dates.
EXHIBIT 10.1
Accelerated Vesting of Equity Grants: In the event that: (1) your O-1 Visa is revoked for reasons other than your actions or omissions; and (2) your employment with the Company is terminated by the Company as a result of such revocation, then all unvested October 2025 LTE Award shares scheduled to vest within one year of your employment termination date will immediately vest on your employment termination date.
In the event that: (1) C. James Koch or members of his family cease to control a majority of the Company’s issued and outstanding Class B Common Stock after July 27, 2026; and (2) the Chief Operating Officer role is eliminated; and (3) your employment with the Company is terminated or your role is reduced without cause, then all unvested October 2025 LTE Award shares will immediately vest.
Performance and Compensation Reviews: Performance reviews are conducted annually beginning in January. Consideration for a merit increase is dependent upon individual and company performance and is awarded at the discretion of the company. Merit increases are announced in February and become effective in March. If your start date is on or after December 1st you will not be eligible for a merit increase in the coming year. Your eligibility will begin annually effective March of the following year.
Benefits & Other Allowances: You will continue to receive the same benefits, allowances, and PTO per Boston Beer Company standard policies.
Employment Agreement: The following section does not apply to coworkers based in California. As a condition of your employment in this position, you are required to sign and return to Boston Beer the attached Employment Agreement and you acknowledge that you have been given ten (10) business days to review this document prior to your start date. The Employment Agreement is incorporated into and is a part of this offer of employment. This position has been identified as a position that is covered by the non-competition clause in the Employment Agreement. The Company reserves the right to enforce the non-compete in accordance with state law.
As additional consideration for your agreeing to and complying with the non-competition provision set forth in Section 4(a) of the Employment Agreement, Boston Beer agrees to pay you $10,000 (minus all required tax withholdings) at the time your employment with Boston Beer terminates, if your employment terminates on account of your voluntary resignation, or if Boston Beer terminates your employment with cause (as cause is defined in the Employment Agreement), subject to BBC’s election, at the time of termination, to enforce the non-competition covenant. Please review the Employment Agreement carefully. You have the right to consult with an attorney about the Employment Agreement before signing it.
By signing this Offer Letter, you are acknowledging that you have received a copy of the Employment Agreement. This copy is for your review and is not in a format that is suitable for signing. You will receive a copy of the Employment Agreement in a format that is suitable for signing on the effective start date of your new role. Signing the Employment Agreement is a condition of your employment at The Boston Beer Company. Failure to do so may result the revocation of your offer of employment.
Enforceability of the non-compete is dependent on state law. We are committed to adhering to all federal, state, and local laws. Enforcement of the non-compete against coworkers may also be based on salary and bonus earnings in several states, including but not limited to: CO, DC, IL, ME, MD, NH, OR, RI, VA, WA. We reserve the right to enforce the noncompete against coworkers in all states, except where enforcement is prohibited or limited by law, regardless of
EXHIBIT 10.1
salary. If you have questions about whether you are bound to the non-compete contained in the Employment Agreement, please consult with an attorney prior to signing the Employment Agreement.
At Will Employment: Your employment is, and will at all times remain, at will, meaning that you or the company may terminate your employment at any time, with or without cause, for any reason or for no reason. By accepting our offer of employment, you confirm that you understand you are at will status.
Please indicate your acceptance of this offer by e-signing and accepting this letter.
We are looking forward to you taking on this new opportunity.
Cheers,
/s/ Jim Koch
____________________________________
C. James Koch, Chairman, President & CEO
Accepted and Acknowledged:
/s/ Philip A. Hodges
____________________________________
Philip A. Hodges
EXHIBIT 99.1
Boston Beer Company Names Phil Hodges Chief Operating Officer
Founder, Brewer and Chairman of the Board Jim Koch to Continue as CEO
BOSTON, October 20, 2025 – The Boston Beer Company (NYSE: SAM) today announced leadership changes effective immediately.
Phil Hodges, Chief Supply Chain Officer (CSCO) for the company, has been named Chief Operating Officer. In this role, Hodges will expand on his supply chain responsibilities to oversee day-to-day operations across all functions and focus on continuing to improve execution and implementing the company’s previously announced brand building and margin enhancement initiatives. He will report to Boston Beer Founder, Brewer, CEO and Chair Jim Koch.
Hodges has been CSCO of the company since May 2023 after providing supply chain consulting services since 2022. He has more than 30 years of CPG experience, including roles as CSCO of Carlsberg, Chief Financial Officer of Kraft Foods International, and General Manager of Mondelez in Southeast Asia. Since he became Boston Beer CSCO, the company’s supply chain team has delivered vastly improved service levels and significant efficiency gains in its breweries and procurement resulting in strong gross margin expansion.
Koch will continue as CEO, a position he assumed in August, and will primarily focus on high-impact areas including the company’s innovation pipeline, wholesaler relations, brand investment strategy, and talent and culture.
“Phil brings a wealth of experience beyond his supply chain expertise, and his stepping into the COO role will enable me to focus on the big picture while he ensures we’re intensely focused on operational execution,” said Koch. “I’m excited to be back in the CEO seat and to continue to partner with Phil and our experienced and talented executive leadership team to execute our operating plans, improve our volume trends, and create long-term shareholder value.”
As part of this change, Phil Savastano has been promoted to Chief Supply Chain Officer –overseeing brewery management, procurement, customer service, engineering, safety, quality, and planning – reporting to Hodges. Savastano joined Boston Beer in March 2024 to lead operations for the Samuel Adams Pennsylvania Brewery and has been instrumental in improving operational excellence in that facility. He has previous experience with Tesla and Molson Coors.
EXHIBIT 99.1
About The Boston Beer Company
The Boston Beer Company, Inc. (NYSE: SAM) began in 1984 brewing Samuel Adams beer and has since grown to become one of the largest and most respected craft brewers in the United States. We consistently offer the highest-quality products to our drinkers, and we apply what we’ve learned from making great-tasting craft beer to making great-tasting and innovative “beyond beer” products. Boston Beer Company has pioneered not only craft beer but also hard cider, hard seltzer, and hard tea. Our core brands include household names like Angry Orchard Hard Cider, Dogfish Head, Samuel Adams, Sun Cruiser, Truly Hard Seltzer, and Twisted Tea Hard Iced Tea. We have taprooms and hospitality locations in California, Delaware, Massachusetts, New York, and Ohio. For more information, please visit our website at www.bostonbeer.com, which includes links to our respective brand websites.
Contact:
Dave DeCecco
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