We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
Craft Brew Alliance Inc | NASDAQ:BREW | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 16.51 | 16.55 | 16.51 | 0 | 01:00:00 |
1.
|
To elect
eight
directors to serve until the
2019
Annual Meeting of Shareholders and until their successors are elected and qualified;
|
2.
|
To ratify the appointment of Moss Adams LLP as our independent registered public accounting firm for our fiscal year ending
December 31, 2018
;
|
3.
|
To conduct an advisory vote to approve named executive officer compensation;
|
4.
|
To conduct an advisory vote on the frequency of holding future shareholder advisory votes on named executive officer compensation; and
|
5.
|
To transact such other business as may properly come before the meeting or any adjournments or postponements thereof.
|
/s/ David R. Lord
|
|
David R. Lord
|
|
Chairman of the Board
|
|
|
|
Portland, Oregon
|
|
April 12, 2018
|
|
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON MAY 16, 2018:
The Proxy Statement for the 2018 Annual Meeting of Shareholders and 2017 Annual Report to Shareholders are available at
http://phx.corporate-ir.net/phoenix.zhtml?c=95666&p=irol-proxy
YOUR VOTE IS IMPORTANT!
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY CARD IN THE POSTAGE-PREPAID ENVELOPE PROVIDED OR FOLLOW THE INSTRUCTIONS FOR ELECTRONIC VOTING ON THE CARD. IF YOU ATTEND THE ANNUAL MEETING, YOU MAY VOTE IN PERSON IF YOU WISH, EVEN IF YOU HAVE PREVIOUSLY RETURNED YOUR PROXY CARD.
|
•
|
the election of
eight
directors to hold office until the next annual meeting of shareholders and until their successors are elected and qualified;
|
•
|
a proposal to ratify the appointment of Moss Adams LLP as our independent registered public accounting firm for the fiscal year ending
December 31, 2018
;
|
•
|
a non-binding advisory vote to approve our named executive officer compensation ("say-on-pay" vote);
|
•
|
a non-binding advisory vote on the frequency of holding future say-on-pay votes; and
|
•
|
any other business that may properly come before the meeting.
|
•
|
FOR the election as directors of the nominees listed below under Proposal No. 1;
|
•
|
FOR the proposal to ratify the appointment of Moss Adams LLP as our independent registered public accounting firm for the fiscal year ending
December 31, 2018
;
|
•
|
FOR approval, on an advisory basis, of our named executive officer compensation as disclosed in the Compensation Discussion and Analysis section and accompanying compensation tables included in this proxy statement; and
|
•
|
FOR ONE YEAR, on an advisory basis, on the frequency of holding future say-on-pay votes.
|
•
|
delivering written notification of your revocation to our secretary;
|
•
|
voting in person at the meeting; or
|
•
|
delivering another proxy bearing a later date.
|
•
|
Proposal No. 1
: The election of directors is subject to a plurality vote of the shares of common stock voted at the meeting. “Plurality” means that the eight individuals who receive the largest number of votes cast “FOR” are elected as directors. Consequently, any shares not voted “FOR” a particular nominee (whether as a result of marking the proxy to withhold votes or a broker non-vote) will not be counted in such nominee’s favor and will have no effect on the outcome of the election. See “Who is entitled to vote?” above for an explanation of cumulative voting in the election of directors.
|
•
|
Proposal No. 2:
The ratification of the appointment of Moss Adams LLP must receive more votes “FOR” than votes “AGAINST” at the meeting to be approved. Broker non-votes and abstentions from voting on this proposal will have no effect on the outcome of this proposal.
|
•
|
Proposal No. 3:
The proposal to approve, on a non-binding advisory basis, the compensation paid to our named executive officers during
2017
must receive more votes “FOR” than votes “AGAINST” at the meeting to be approved. Broker non-votes and abstentions from voting on this proposal will have no effect on the outcome of the proposal. Because the shareholder vote is advisory only, it will not be binding on us or on our Board of Directors. However, the Board of Directors will review the voting results and take them into consideration when making future decisions regarding executive compensation.
|
•
|
Proposal No. 4:
Shareholders may choose one of four options regarding the frequency of future advisory votes on executive compensation - every one year, two years, or three years, or to abstain from voting. Broker non-votes and abstentions from voting on this proposal will have no effect on the outcome of the proposal. Because the shareholder vote is advisory only, it will not be binding on us or on our Board of Directors. However, the Board of Directors will review the voting results and take them into consideration when determining the frequency of future say-on-pay votes.
|
Shareholder
|
|
Number of
Shares
(1)
|
|
Percent of Shares
Outstanding
|
||
Anheuser-Busch Companies, LLC
One Busch Place St. Louis, Missouri 63118 |
|
6,069,047
|
|
|
31.4
|
%
|
W. Cameron Healy, Trustee of the Healy Family Trust
PO Box 4525 Portland, Oregon 97208 |
|
1,401,860
|
|
|
7.3
|
%
|
Dimensional Fund Advisors
(2)
6300 Bee Cave Road Austin, Texas 78746 |
|
1,269,327
|
|
|
6.6
|
%
|
Timothy P. Boyle
(3)
|
|
483,675
|
|
|
2.5
|
%
|
Andrew J. Thomas
|
|
61,994
|
|
|
*
|
|
Kevin R. Kelly
(4)
|
|
38,220
|
|
|
*
|
|
David R. Lord
|
|
33,665
|
|
|
*
|
|
Marc J. Cramer
|
|
24,215
|
|
|
*
|
|
J. Scott Mennen
|
|
23,498
|
|
|
*
|
|
Derek Y. Hahm
|
|
16,260
|
|
|
*
|
|
Kenneth C. Kunze
|
|
14,442
|
|
|
*
|
|
Joseph K. Vanderstelt
|
|
10,035
|
|
|
*
|
|
Paul D. Davis
|
|
7,686
|
|
|
*
|
|
Nickolas A. Mills
|
|
2,778
|
|
|
*
|
|
Michael R. Taylor
|
|
2,778
|
|
|
*
|
|
Jacqueline S. Woodward
|
|
—
|
|
|
—
|
|
|
|
|
|
|
||
All current executive officers and directors as a group (14 persons)
|
|
748,986
|
|
|
3.9
|
%
|
(1)
|
Includes shares of common stock subject to options currently exercisable or exercisable within 60 days of
March 26, 2018
as follows:
|
(2)
|
The information as to beneficial ownership is based on a Schedule 13G filed by Dimensional Fund Advisors LP (“Dimensional”) with the Securities and Exchange Commission on February 9, 2018. Dimensional has sole voting power with respect to
1,243,109
shares and sole dispositive power with respect to all
1,269,327
shares.
|
(3)
|
Includes 1,818 shares held by Mr. Boyle’s child.
|
(4)
|
Includes 352 shares held by Mr. Kelly's spouse.
|
•
|
the highest ethical character;
|
•
|
the ability to read and understand financial statements;
|
•
|
attained 21 years of age;
|
•
|
no material conflict, whether personal, financial or otherwise, associated with being on the Board;
|
•
|
satisfaction of the requirements for regulatory approval; and
|
•
|
adequate time to devote to Board activities.
|
•
|
the ability to offer advice and guidance to our Chief Executive Officer based on relevant expertise and experience;
|
•
|
attributes of independence or financial expertise as required by the Nasdaq Listing Rules and Securities and Exchange Commission (“SEC”) regulations;
|
•
|
skills, experience and background complementary to those of other directors; and
|
•
|
the ability to maintain a constructive working relationship with other directors.
|
Name
|
|
Fees
earned or
paid in
cash
|
|
Stock
awards
(1)
|
|
Total
|
||||||
Timothy P. Boyle
|
|
$
|
54,000
|
|
|
$
|
45,004
|
|
|
$
|
99,004
|
|
Marc J. Cramer
|
|
58,000
|
|
|
45,004
|
|
|
103,004
|
|
|||
Paul D. Davis
|
|
54,000
|
|
|
45,004
|
|
|
99,004
|
|
|||
Kevin R. Kelly
|
|
61,000
|
|
|
45,004
|
|
|
106,004
|
|
|||
David R. Lord
|
|
70,000
|
|
|
67,505
|
|
|
137,505
|
|
|||
Nickolas A. Mills
|
|
42,000
|
|
|
45,004
|
|
|
87,004
|
|
|||
John D. Rogers, Jr.
(2)
|
|
21,810
|
|
|
45,004
|
|
|
66,814
|
|
|||
Michael R. Taylor
|
|
40,000
|
|
|
45,004
|
|
|
85,004
|
|
|||
Jacqueline S. Woodward
(3)
|
|
28,545
|
|
|
—
|
|
|
28,545
|
|
(1)
|
Represents the value of
2,778
fully-vested shares of our common stock (4,167 shares for Mr. Lord) granted on
May 17, 2017
. The fair value of the stock awards was determined based on the fair value of our common stock on the date of grant. See Notes 2 and 13 of Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31,
2017
for additional information.
|
(2)
|
Mr. Rogers ceased to be a director effective May 17, 2017.
|
(3)
|
Jacqueline S. Woodward joined the Board in May 2017 and, accordingly, her compensation reflects amounts earned since that time.
|
|
Respectfully Submitted:
|
|
|
|
Kevin R. Kelly (Chair)
|
|
Marc J. Cramer
|
|
David R. Lord
|
|
Audit Committee Members
|
•
|
Base salary
. Base salary is the guaranteed element of an executive’s annual cash compensation. The level of base salary reflects the Committee’s assessment of the employee’s long-term performance, his or her skill set and the market value of that skill set.
|
•
|
Annual cash bonus opportunities
. Performance-based incentive cash bonuses are intended to reward executives for achieving specific financial and operational goals both at a corporate and an individual level.
|
•
|
Long-term incentive awards
. Long-term incentives are provided through grants of performance share awards ("PBAs") and restricted stock units ("RSUs"). These equity-based awards are intended to encourage our executives to take steps that they believe are necessary to ensure our long-term success, and to align their interests with our other shareholders.
|
•
|
Severance payments
. Executive employment agreements provide for severance payments as a means of recruiting and retaining top quality executives, by assuring them of a reasonable amount of compensation in the event of termination of employment under specified circumstances, including a change in control.
|
Name
|
Goal
|
Achievement %
|
Andrew Thomas
|
Weighted average of achievement of individual objective metrics by executive team
|
91%
|
Joseph Vanderstelt
|
Index of 2017 quarterly results relative to budget
|
95%
|
Scott Mennen
|
Cost of goods sold per barrel, excluding alternating proprietorship and Woodinville closing
|
101%
|
Kenneth Kunze
|
Home market volume index
|
91%
|
Derek Hahm
|
Domestic beer and restaurant and retail gross profit
|
91%
|
•
|
The annual total compensation of our CEO was
$1,241,442
.
|
•
|
The median of the annual total compensation of all of our employees other than our CEO (based on our median employee identified under the methodology described below) was $54,002.
|
•
|
The resulting ratio of our CEO's annual total compensation to the annual total compensation of our median employee is 23 to 1.
|
•
|
On December 31, 2017, our employee population consisted of approximately 665 individuals, including full-time, part-time, temporary, and seasonal employees employed on that date.
|
•
|
To find the median of the annual total compensation of all our employees (other than our CEO), we used wages from our payroll records as reported to the Internal Revenue Service on Form W-2 for the fiscal year 2017. In making this determination, we annualized the compensation of full-time and part-time permanent employees who were employed on December 31, 2017 but who did not work for us the entire year. No full-time equivalent adjustments were made for part-time employees.
|
•
|
We identified our median employee using this compensation measure and methodology, which was consistently applied to all employees included in the calculation.
|
•
|
After identifying the median employee, we added together all of the elements of that employee’s compensation for 2017 in accordance with the requirements applicable to calculating annual total compensation for purposes of the Summary Compensation Table below.
|
•
|
For the annual total compensation of our CEO, we used the amount reported for our CEO in the “Total” column for 2017 in the Summary Compensation Table below.
|
Name
|
|
Age
|
|
Position
|
|
Executive
Officer Since
|
Andrew J. Thomas
|
|
50
|
|
Chief Executive Officer
|
|
2011
|
Joseph K.Vanderstelt
|
|
52
|
|
Executive Vice President, Chief Financial Officer and Treasurer
|
|
2015
|
Derek Y. Hahm
|
|
48
|
|
Vice President, Sales and Brewpubs
|
|
2016
|
Kenneth C. Kunze
|
|
59
|
|
Vice President, Chief Marketing Officer
|
|
2014
|
J. Scott Mennen
|
|
53
|
|
Vice President, Chief Operating Officer
|
|
2014
|
John W. Glick
|
|
54
|
|
Vice President, Emerging Business
|
|
2014
|
Name and Principal Position
|
|
Year
|
|
Salary
($)
|
|
Bonus
($)
(3)
|
|
Stock
Awards
($)
(4)
|
|
Option
Awards
($)
(5)
|
|
Non-Equity
Incentive
Plan
Compen-
sation ($)
(6)
|
|
All Other
Compen-
sation
($)
(7)
|
|
Total
($)
|
||||||||||||||
Andrew J. Thomas
Chief Executive Officer
|
|
2017
|
|
$
|
452,170
|
|
|
$
|
—
|
|
|
$
|
499,577
|
|
|
$
|
—
|
|
|
$
|
289,695
|
|
|
$
|
—
|
|
|
$
|
1,241,442
|
|
|
|
2016
|
|
439,006
|
|
|
120,000
|
|
|
404,148
|
|
|
—
|
|
|
123,698
|
|
|
—
|
|
|
1,086,852
|
|
|||||||
|
|
2015
|
|
425,192
|
|
|
70,000
|
|
|
237,320
|
|
|
121,099
|
|
|
185,954
|
|
|
—
|
|
|
1,039,565
|
|
|||||||
Joseph K. Vanderstelt
(1)
Executive Vice President,
Chief Financial Officer |
|
2017
|
|
272,976
|
|
|
—
|
|
|
187,696
|
|
|
—
|
|
|
124,161
|
|
|
—
|
|
|
584,833
|
|
|||||||
|
|
2016
|
|
265,031
|
|
|
51,235
|
|
|
182,976
|
|
|
—
|
|
|
51,511
|
|
|
16,903
|
|
|
567,656
|
|
|||||||
|
|
2015
|
|
177,186
|
|
|
43,838
|
|
|
108,534
|
|
|
55,622
|
|
|
50,041
|
|
|
80,018
|
|
|
515,239
|
|
|||||||
J. Scott Mennen
Vice President, Chief Operating Officer
|
|
2017
|
|
262,650
|
|
|
—
|
|
|
120,412
|
|
|
—
|
|
|
121,888
|
|
|
8,710
|
|
|
513,660
|
|
|||||||
|
|
2016
|
|
255,024
|
|
|
—
|
|
|
117,380
|
|
|
—
|
|
|
72,154
|
|
|
8,756
|
|
|
453,314
|
|
|||||||
|
|
2015
|
|
237,147
|
|
|
13,860
|
|
|
66,574
|
|
|
33,983
|
|
|
61,099
|
|
|
7,295
|
|
|
419,958
|
|
|||||||
Kenneth C. Kunze
Vice President, Chief Marketing Officer
|
|
2017
|
|
263,680
|
|
|
—
|
|
|
120,888
|
|
|
—
|
|
|
118,312
|
|
|
9,327
|
|
|
512,207
|
|
|||||||
|
|
2016
|
|
256,050
|
|
|
—
|
|
|
117,842
|
|
|
—
|
|
|
73,957
|
|
|
78,324
|
|
|
526,173
|
|
|||||||
|
|
2015
|
|
253,442
|
|
|
20,000
|
|
|
70,910
|
|
|
36,188
|
|
|
71,592
|
|
|
68,911
|
|
|
521,043
|
|
|||||||
Derek Y. Hahm
(2)
Vice President, Sales and Brewpubs
|
|
2017
|
|
221,474
|
|
|
—
|
|
|
101,536
|
|
|
—
|
|
|
180,349
|
|
|
6,697
|
|
|
510,056
|
|
|||||||
|
|
2016
|
|
215,030
|
|
|
—
|
|
|
88,697
|
|
|
—
|
|
|
46,425
|
|
|
7,023
|
|
|
357,175
|
|
(1)
|
Mr. Vanderstelt began serving as our Chief Financial Officer effective April 27, 2015.
|
(2)
|
Mr. Hahm began serving as our Vice President, Sales and Brewpubs effective November 16, 2016.
|
(3)
|
The amount shown for Mr. Thomas for 2016 includes $50,000 paid in January 2016 as a retention bonus; the balance shown for 2016 and the amount shown for 2015 represents a performance bonus based on achievement of the individual goals assigned to him for the year. The amounts shown for Mr. Vanderstelt for 2016 and 2015 reflect a one-time, $50,000 signing bonus payable in two equal installments, one in each year, in connection with the commencement of his employment, as well as a performance bonus based on achievement of the individual goals assigned to him for 2016 and 2015. Amounts shown for Messrs. Mennen and Kunze for 2015 represent lump sum, non-performance-based bonuses.
|
(4)
|
Represents the grant date fair value of PBAs under our 2014 Stock Incentive Plan, which reflects the assessment of probable achievement of performance conditions on the date of grant (
83%
in
2015
,
89%
in
2016
and
88%
in
2017
). The actual value to be received pursuant to these stock awards is dependent on the degree to which company-wide performance goals are met over three-year performance cycles (2.5 years for 2016). The value of the
2017
PBAs at the grant date, assuming the highest level of achievement, was as follows: (i) Mr. Thomas,
$474,787
; (ii) Mr. Vanderstelt,
$214,958
; (iii) Mr. Mennen,
$137,895
; (iv) Mr. Kunze,
$138,450
; and (v) Mr. Hahm,
$116,291
. Also includes the grant date fair value of RSUs granted in 2016 and 2017 under our 2014 Stock Incentive Plan. Additional details regarding the terms of the PBAs and RSUs are set forth in the following two tables. See Notes 2 and 13 to our audited financial statements included in our Annual Report on Form 10-K for the year ended
December 31, 2017
(“
2017
Form 10-K”) for information on the valuation assumptions and other related information.
|
(5)
|
Represents the grant date fair value of option awards under our 2014 Stock Incentive Plan. The actual value to be received pursuant to these option awards is dependent on the appreciation in our stock price prior to the expiration of the options. Additional details regarding the terms of the option awards are set forth in the Outstanding Equity Awards table below. See
|
(6)
|
The amounts shown reflect the annual cash incentive awards based on performance for the years shown and paid in the first quarter of the following year. Additional details of the awards for
2017
are set forth in the Grants of Plan-Based Awards Table.
|
(7)
|
Amounts shown in this column for
2017
represent the sum of the amounts attributable to personal benefits and other items of compensation as listed in the following table:
|
2017
|
|
Andrew Thomas
|
|
Joseph
Vanderstelt |
|
Scott
Mennen |
|
Kenneth
Kunze |
|
Derek Hahm
|
||||||||||
Reimbursement of taxes
(a)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
760
|
|
|
$
|
1,377
|
|
|
$
|
—
|
|
Employer matching contributions to 401(k) Plan
|
|
—
|
|
|
—
|
|
|
7,950
|
|
|
7,950
|
|
|
6,697
|
|
|||||
Total
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,710
|
|
|
$
|
9,327
|
|
|
$
|
6,697
|
|
(a)
|
For Messrs. Mennen and Kunze, represents a gross-up reimbursement of applicable taxes on excess contributions returned under limits imposed on 401(k) plans.
|
|
|
|
|
Estimated potential
payouts under non- equity incentive plan awards |
|
|
|
Estimated future payouts under equity incentive plan awards
|
|
|
|
|
||||||||||||||||||
Name |
|
Grant date |
|
Thres-hold
($) (1) |
|
Target
($) (1) |
|
Maxi-mum
($) (1) |
|
Thres-hold
(#) (2) |
|
Target
(#) (2) |
|
Maxi-mum
(#) (2) |
|
All other stock awards: Number of shares of stock or units (#)
(3)
|
|
Grant
date fair value of stock and option awards ($) (4) |
||||||||||||
Andrew J. Thomas
|
|
2/22/2017
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
9,985
|
|
|
19,970
|
|
|
29,955
|
|
|
—
|
|
|
$
|
278,912
|
|
|
|
2/22/2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,559
|
|
|
135,660
|
|
||||
|
|
2/22/2017
|
|
175,000
|
|
|
350,000
|
|
|
437,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|||||
|
|
11/15/2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,393
|
|
|
85,005
|
|
||||
Joseph K. Vanderstelt
|
|
2/22/2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,521
|
|
|
9,041
|
|
|
13,562
|
|
|
—
|
|
|
126,277
|
|
||||
|
|
2/22/2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,875
|
|
|
61,419
|
|
||||
|
|
2/22/2017
|
|
75,062
|
|
|
150,123
|
|
|
187,654
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
J. Scott Mennen
|
|
2/22/2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,900
|
|
|
5,800
|
|
|
8,700
|
|
|
—
|
|
|
81,009
|
|
||||
|
|
2/22/2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,486
|
|
|
39,403
|
|
||||
|
|
2/22/2017
|
|
72,229
|
|
|
144,458
|
|
|
180,573
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Kenneth C. Kunze
|
|
2/22/2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,912
|
|
|
5,823
|
|
|
8,735
|
|
|
—
|
|
|
81,326
|
|
||||
|
|
2/22/2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,496
|
|
|
39,562
|
|
||||
|
|
2/22/2017
|
|
72,512
|
|
|
145,024
|
|
|
181,280
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Derek Y. Hahm
|
|
2/22/2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,446
|
|
|
4,891
|
|
|
7,337
|
|
|
|
|
68,314
|
|
|||||
|
|
2/22/2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,096
|
|
|
33,222
|
|
||||
|
|
2/22/2017
|
|
110,725
|
|
|
221,450
|
|
|
276,813
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(1)
|
Represents the potential annual cash incentive bonus amounts payable based on the level of achievement of corporate performance goals, as well as individual performance goals, as described under “Compensation Discussion and Analysis” above. The target amounts are payable if the overall achievement level is 100%. No amounts are payable for achievement of corporate goals below 80% of the target level. For each percentage point that achievement of a corporate goal falls below the target level, the bonus amount attributable to that goal is reduced by 2.5%. For each percentage point that achievement of a corporate goal is above the target level, the bonus amount attributable to that goal is increased by 2.5%. The maximum payout is 125% of the target amount.
|
(2)
|
Represents PBAs under the 2014 Stock Incentive Plan that will vest upon the attainment of performance goals over a three fiscal year performance cycle ending December 31,
2019
as described under “Compensation Discussion and Analysis” above. Upon vesting, the performance shares will be settled in shares of common stock. The performance goals are based on threshold, target and maximum levels of net sales CAGR and EBITDA margin. Payout of shares will be based on a sliding scale from 50% at the threshold to 150% at the maximum. The target amounts will be issuable if the overall achievement level is 100%.
|
(3)
|
Reflects RSU awards granted under the 2014 Stock Incentive Plan that vest on March 31, 2020, approximately three years following the grant date, other than the November 15, 2017 grant of RSUs to Mr. Thomas, which vest as to 20% on December 31, 2018; 40% on December 31, 2019; and 40% on December 31, 2020.
|
(4)
|
See Notes 2 and 13 to our audited financial statements included in our
2017
Form 10-K for information on the valuation assumptions and other related information.
|
|
|
Option Awards
|
|
Stock Awards
|
|
|||||||||||||||||||||||
Name
|
|
Number of sec-urities under-lying
unexer-cised
options:
exercis-able
(#)
|
|
Number of sec-urities
under-lying unexer-cised
options:
unexer-cisable
(#)
|
|
Option
exercise
price
($/Sh)
|
|
Option
expiration
date
|
|
Number
of
units
of stock
that
have
not
vested
(#)
|
|
Market
value of
units of
stock
that have
not
vested
($)
|
|
Equity
incentive
plan
awards:
number of
unearned
shares
that have
not
vested (#)
|
|
Equity
incentive
plan
awards:
market or
payout
value of
unearned
shares
that have
not vested
($)
|
|
|||||||||||
Andrew J. Thomas
|
|
5,215
|
|
|
—
|
|
|
$
|
9.35
|
|
|
6/1/2021
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
|
|
11,110
|
|
|
—
|
|
|
7.63
|
|
|
5/14/2022
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|||
|
|
9,406
|
|
|
2,351
|
|
|
7.54
|
|
|
5/22/2023
|
|
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|||
|
|
10,907
|
|
|
7,272
|
|
|
10.70
|
|
|
5/20/2024
|
|
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|||
|
|
7,690
|
|
|
7,690
|
|
|
13.10
|
|
|
3/13/2025
|
|
(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|||
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,116
|
|
(5)
|
347,827
|
|
(10)
|
|||
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35,428
|
|
(6)
|
680,218
|
|
(10)
|
|||
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,675
|
|
(7)
|
262,560
|
|
(10)
|
|||
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,127
|
|
(8)
|
328,838
|
|
(10)
|
—
|
|
|
—
|
|
|
|||
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,559
|
|
(9)
|
164,333
|
|
(10)
|
—
|
|
|
—
|
|
|
|||
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,393
|
|
(13)
|
84,346
|
|
(10)
|
—
|
|
|
—
|
|
|
|||
Joseph K. Vanderstelt
|
|
3,410
|
|
|
3,410
|
|
|
13.66
|
|
|
4/27/2025
|
|
(4)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|||
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,285
|
|
(5)
|
159,072
|
|
(10)
|
|||
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,040
|
|
(6)
|
307,968
|
|
(10)
|
|||
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,191
|
|
(7)
|
118,867
|
|
(10)
|
|||
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,754
|
|
(8)
|
148,877
|
|
(10)
|
—
|
|
|
—
|
|
|
|||
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,875
|
|
(9)
|
74,400
|
|
(10)
|
—
|
|
|
—
|
|
|
|||
J. Scott Mennen
|
|
2,968
|
|
|
742
|
|
|
7.54
|
|
|
5/22/2023
|
|
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|||
|
|
5,600
|
|
|
1,400
|
|
|
9.41
|
|
|
7/19/2023
|
|
(12)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|||
|
|
2,727
|
|
|
1,818
|
|
|
10.70
|
|
|
5/20/2024
|
|
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|||
|
|
2,158
|
|
|
2,158
|
|
|
13.10
|
|
|
3/13/2025
|
|
(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|||
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,082
|
|
(5)
|
97,574
|
|
(10)
|
|||
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,290
|
|
(6)
|
197,568
|
|
(10)
|
|||
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,972
|
|
(7)
|
76,262
|
|
(10)
|
|||
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,974
|
|
(8)
|
95,501
|
|
(10)
|
—
|
|
|
—
|
|
|
|||
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,486
|
|
(9)
|
47,731
|
|
(10)
|
—
|
|
|
—
|
|
|
|
|
Option Awards
|
|
Stock Awards
|
|
||||||||||||||||||||
Name
|
|
Number of sec-urities under-lying
unexer-cised
options:
exercis-able
(#)
|
|
Number of sec-urities
under-lying unexer-cised
options:
unexer-cisable
(#)
|
|
Option
exercise
price
($/Sh)
|
|
Option
expiration
date
|
|
Number
of
units
of stock
that
have
not
vested
(#)
|
|
Market
value of
units of
stock
that have
not
vested
($)
|
|
Equity
incentive
plan
awards:
number of
unearned
shares
that have
not
vested (#)
|
|
Equity
incentive
plan
awards:
market or
payout
value of
unearned
shares
that have
not vested
($)
|
|
||||||||
Kenneth C. Kunze
|
|
5,600
|
|
|
1,400
|
|
|
15.27
|
|
|
11/4/2023
|
|
(11)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
3,109
|
|
|
2,072
|
|
|
10.70
|
|
|
5/20/2024
|
|
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
2,298
|
|
|
2,298
|
|
|
13.10
|
|
|
3/13/2025
|
|
(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,413
|
|
(5)
|
103,930
|
|
(10)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,330
|
|
(6)
|
198,336
|
|
(10)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,987
|
|
(7)
|
76,550
|
|
(10)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,994
|
|
(8)
|
95,885
|
|
(10)
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,496
|
|
(9)
|
47,923
|
|
(10)
|
—
|
|
|
—
|
|
|
Derek Y. Hahm
|
|
4,640
|
|
|
—
|
|
|
7.63
|
|
|
5/14/2022
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
4,186
|
|
|
1,046
|
|
|
7.54
|
|
|
5/22/2023
|
|
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
2,596
|
|
|
1,731
|
|
|
10.70
|
|
|
5/20/2024
|
|
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
1,951
|
|
|
1,951
|
|
|
13.10
|
|
|
3/13/2025
|
|
(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,786
|
|
(6)
|
187,891
|
|
(10)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,349
|
|
(7)
|
64,301
|
|
(10)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,194
|
|
(8)
|
80,525
|
|
(10)
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,096
|
|
(9)
|
40,243
|
|
(10)
|
—
|
|
|
—
|
|
|
(1)
|
The unvested options vest on May 22, 2018.
|
(2)
|
The unvested options vest in two equal installments on May 20, 2018 and 2019.
|
(3)
|
The unvested options vest in two equal installments on March 13, 2018 and 2019.
|
(4)
|
The unvested options vest in two equal installments on April 27, 2018 and 2019.
|
(5)
|
Vesting of this award was contingent upon meeting company-wide performance goals over a three-year period ended December 31, 2017. In February 2018, the Compensation Committee determined that the performance goals were not met and, accordingly, these shares did not vest.
|
(6)
|
Vesting of this award is contingent upon meeting company-wide performance goals at the threshold level. The performance goals are tied to target amounts of adjusted EBITDA margin and net sales CAGR for the 2.5 fiscal years ending December 31, 2018. The awards earned will range from 50% at the threshold level to 150% at the maximum level of the target number of performance shares and will be payable no later than April 30, 2019.
|
(7)
|
Vesting of this award is contingent upon meeting company-wide performance goals at the threshold level. The performance goals are tied to target amounts of adjusted EBITDA margin and net sales CAGR for the 3 fiscal years ending December 31, 2019. The awards earned will range from 50% at the threshold level to 150% at the maximum level of the target number of performance shares and will be payable no later than April 30, 2020.
|
(8)
|
Vesting of the RSUs is contingent on continued employment through March 31, 2019.
|
(9)
|
Vesting of the RSUs is contingent on continued employment through March 31, 2020.
|
(10)
|
Based on the closing price of our common stock on
December 31, 2017
of
$19.20
per share.
|
(11)
|
The unvested options vest on November 4, 2018.
|
(12)
|
The unvested options vest on July 19, 2018.
|
(13)
|
Vesting of RSUs will occur in three installments on December 31, 2018, 2019 and 2020, per a vesting schedule, subject to continued employment through that date.
|
Name |
|
Cash
severance based on salary |
|
Continuation
of health benefits (1) |
|
Total
severance benefits |
||||||
Andrew J. Thomas
|
|
$
|
452,170
|
|
|
$
|
13,491
|
|
|
$
|
465,661
|
|
Joseph Vanderstelt
|
|
272,950
|
|
|
13,491
|
|
|
286,441
|
|
|||
J. Scott Mennen
|
|
262,650
|
|
|
13,491
|
|
|
276,141
|
|
|||
Kenneth C. Kunze
|
|
263,680
|
|
|
18,257
|
|
|
281,937
|
|
|||
Derek Y. Hahm
|
|
221,450
|
|
|
18,257
|
|
|
239,707
|
|
(1)
|
Based on COBRA premium rates in effect as of January 1,
2018
.
|
Name |
|
Cash
severance based on salary |
|
Cash
severance equal to target annual cash bonus |
|
Continuation
of health benefits (1) |
|
Total
severance benefits |
||||||||
Andrew J. Thomas
|
|
$
|
904,340
|
|
|
$
|
350,000
|
|
|
$
|
26,982
|
|
|
$
|
1,281,322
|
|
Joesph Vanderstelt
|
|
409,425
|
|
|
150,123
|
|
|
20,236
|
|
|
579,784
|
|
||||
J. Scott Mennen
|
|
393,975
|
|
|
144,458
|
|
|
20,236
|
|
|
558,669
|
|
||||
Kenneth C. Kunze
|
|
395,520
|
|
|
145,024
|
|
|
27,385
|
|
|
567,929
|
|
||||
Derek Y. Hahm
|
|
332,175
|
|
|
221,450
|
|
|
27,385
|
|
|
581,010
|
|
(1)
|
Based on COBRA premium rates in effect as of January 1,
2018
.
|
|
|
Year Ended December 31, 2017
|
||
Gross sales to A-B and Ambev
|
|
$
|
163,368
|
|
International distribution fee earned from ABWI
|
|
3,400
|
|
|
International distribution fee from ABWI, recorded as deferred revenue in Other accrued expenses
|
|
3,384
|
|
|
Margin fee paid to A-B, classified as a reduction of Sales
|
|
2,277
|
|
|
Inventory management and other fees paid to A-B, classified in Cost of sales
|
|
384
|
|
|
Media reimbursement from A-B, classified as a reduction of Selling, general and administrative expenses
|
|
290
|
|
|
|
2017
|
|
2016
|
||||
Audit Fees
(1)
|
|
$
|
424,275
|
|
|
$
|
326,000
|
|
Audit Related Fees
|
|
—
|
|
|
—
|
|
||
Tax Fees
(2)
|
|
43,905
|
|
|
48,500
|
|
||
All Other Fees
|
|
—
|
|
|
—
|
|
||
|
|
$
|
468,180
|
|
|
$
|
374,500
|
|
(1)
|
Audit fees generally include the audit of our annual financial statements, the review and certification of our compliance with the provisions of Section 404 of the Sarbanes-Oxley Act of 2002, reviews of the financial statements included in our Quarterly Reports on Form 10-Q and review of our periodic reports filed with the SEC. Included in the 2017 amount are fees totaling $29,570 for the review of our Registration Statement on Form S-3 and correspondence with the SEC concerning accounting issues.
|
(2)
|
Tax fees related to routine tax advice concerning federal, state, local and foreign tax matters.
|
•
|
Audit services.
Audit services include work performed for the audit of our financial statements and the review of financial statements included in our quarterly reports, as well as work that is normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings.
|
•
|
Audit related services.
Audit related services are for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not covered above under “audit services.”
|
•
|
Tax services.
Tax services include all services performed by the independent registered public accounting firm’s tax personnel for tax compliance, tax advice and tax planning.
|
•
|
Other services.
Other services are those services not described in the other categories.
|
•
|
our executive compensation program is weighted more toward incentive compensation than fixed elements such as salary; and
|
•
|
a significant portion of executive compensation is in the form of equity grants, with 70% in performance shares with a three-year performance cycle, and 30% in restricted stock units that vest in full approximately three years following the date of grant, as long as the officer continues to be employed by us, thus aligning the interests of our senior management with the long-term interests of our shareholders.
|
|
CRAFT BREW ALLIANCE, INC.
|
|
|
|
|
|
|
/s/ David R. Lord
|
|
|
David R. Lord
|
|
|
Chairman of the Board
|
1 Year Craft Brew Alliance Chart |
1 Month Craft Brew Alliance Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions