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Molson Coors Beverage Co. – ‘DEF 14A’ for 5/15/23

On:  Wednesday, 4/3/24, at 4:35pm ET   ·   For:  5/15/23   ·   Accession #:  1308179-24-436   ·   File #:  1-14829

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.     )

Filed by the Registrant

Filed by a Party other than the Registrant

Check the appropriate box:
	Preliminary Proxy Statement
	Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(E)(2))
	Definitive Proxy Statement
	Definitive Additional Materials
	Soliciting Material under §240.14a-12

 i MOLSON COORS BEVERAGE COMPANY

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):
	No fee required.
	Fee paid previously with preliminary materials.
	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Dear Fellow Molson Coors Beverage Company Stockholders,

Sincerely,

April 3, 2024

Special Note Regarding Forward-Looking Statements

This Proxy Statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. From time to time, we may also provide oral or written forward-looking statements in other materials we release to the public. Such forward-looking statements are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995.

Statements that refer to, among other things, projections of our future financial performance, our anticipated growth and trends in our businesses, and other characterizations of future events or circumstances are forward-looking statements. In addition, statements that we make in this Proxy Statement that are not statements of historical fact may also be forward-looking statements. Words such as “expects,” “intend,” “goals,” “plans,” “believes,” “continues,” “may,” “anticipate,” “seek,” “estimate,” “outlook,” “trends,” “future benefits,” “potential,” “projects,” “strategies,” “implies,” and variations of such words and similar expressions are intended to identify forward-looking statements. Forward-looking and other statements in this Proxy Statement regarding our environmental and sustainability plans and goals are not an indication that these statements are necessarily material to investors or required to be disclosed in our filings with the Securities and Exchange Commission (SEC).

Forward-looking statements are subject to risks and uncertainties that could cause actual results to be materially different from those indicated (both favorably and unfavorably). These risks and uncertainties include, but are not limited to, those described in Part I—Item 1A “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and those described from time to time in our past and future reports filed with the SEC. Caution should be taken not to place undue reliance on any such forward-looking statements. Forward-looking statements speak only as of the date when made and we undertake no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law.

Table of Contents

2024 Notice of Annual Meeting of Stockholders

Time and Date May 15, 2024 11:00 a.m., Mountain Daylight Time	Place Golden Brewery 13th Street & Ford Street Golden Colorado 80401 USA	Record Date March 22, 2024
Important Parking Information: If you plan on attending the Annual Meeting, please park in the Coors Brewery Tour parking lot at the corner of 13th Street and Ford Street in Golden, Colorado. A complimentary shuttle will transport you to the Annual Meeting location.

The 2024 Annual Meeting of Stockholders (Annual Meeting) of Molson Coors Beverage Company (Company, we, us or our) will be held for the following purposes:

And to transact such other business as may be brought properly before the Annual Meeting and any and all adjournments or postponements thereof.

PLEASE NOTE: The Annual Meeting is expected to last less than 30 minutes.

Record Date

Stockholders of record at the close of business on March 22, 2024 (Record Date) are entitled to receive notice of, and to vote at, the Annual Meeting and any and all adjournments or postponements thereof.

For a detailed description of our classes of stock and the exchangeable shares issued by Molson Coors Canada Inc., a Canadian corporation and our wholly-owned indirect subsidiary, please refer to the “Questions and Answers” section of this Proxy Statement.

Notice of Internet Availability of Proxy Materials

We will begin mailing a Notice of Internet Availability of Proxy Materials for the Annual Meeting on or about April 3, 2024. The Notice of Internet Availability will explain how to access our Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and how to vote.

Voting Your Shares

We hope you will be able to attend the Annual Meeting. Whether or not you plan to attend, your vote is important to us. We urge you to review our proxy materials and promptly submit your proxy/voting instructions by telephone or via the internet, or mark, sign, date and return the proxy/voting instruction card in the envelope provided, so that your shares will be represented and voted at the Annual Meeting, even if you cannot personally attend.

Thank you for your interest in our Company. We look forward to seeing you at the Annual Meeting.

By order of our Board of Directors, Molson Coors Beverage Company

Dated: April 3, 2024

Natalie Maciolek
Chief Legal & Government Affairs Officer and Secretary

Proxy Statement

The Board of Directors (Board) of Molson Coors Beverage Company (Molson Coors, Company, we, us or our) is furnishing this Proxy Statement in connection with the solicitation of proxies for use at the 2024 Annual Meeting of Stockholders (Annual Meeting), which will be held on May 15, 2024, at 11:00 a.m., Mountain Daylight Time, at our Golden Brewery, 13^th Street & Ford Street, Golden, Colorado 80401. The proxies may also be voted at any adjournments or postponements of the Annual Meeting.

We have dual principal executive offices located at P.O. Box 4030, BC555, Golden, Colorado 80401 USA and 111 Boulevard Robert-Bourassa, 9th Floor, Montréal, Québec, H3C 2M1 Canada (Principal Executive Offices).

We will begin mailing a Notice of Internet Availability of Proxy Materials for the Annual Meeting, containing instructions on how to access our proxy materials and vote, on or about April 3, 2024.

Advance Voting Methods

Even if you plan to attend the Annual Meeting, please vote right away using one of the following voting methods (see the “Questions and Answers” section of this Proxy Statement for additional details). Make sure to have your proxy/voting instruction card in hand and follow the instructions.

You can vote in advance in one of the following three ways:

VIA THE INTERNET Visit the website listed on your proxy/voting instruction card	BY TELEPHONE Call the telephone number listed on your proxy/voting instruction card	BY MAIL Sign, date and return your proxy/voting instruction card in the enclosed envelope
All properly executed proxies delivered by mail, and all properly completed proxies submitted via the Internet or by telephone that are delivered pursuant to this solicitation, will be voted at the Annual Meeting in accordance with the directions given in the proxy, unless the proxy is properly revoked prior to completion of voting at the Annual Meeting.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 15, 2024 The Notice of Annual Meeting, this Proxy Statement and the Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (Annual Report) are available at  www.proxyvote.com.

Proxy Summary

This summary highlights information contained elsewhere in this Proxy Statement. It does not contain all of the information that you should consider. You should read the entire Proxy Statement carefully before voting.

Overview of Voting Matters and Board Recommendations 

Corporate Governance Highlights — Page 25

We are committed to strong corporate governance, sustainability and the accountability of our Board and our senior management team to our stockholders. Highlights of our corporate governance program include:

Director Nominee Highlights — Page 15

2024 Nominees For Class A Directors 

Name	Age(1)	Director Since	Primary Occupation	Committee Memberships	Independent
Julia M. Brown	54	2021	CEO, JMB Legacy Consulting LLC; Former Chief Procurement Officer of multiple global companies	Compensation & HR
David S. Coors	42	2020	Executive Chairman, Coors Spirits Co.	Governance
Peter H. Coors	77	2005	Former Chair and Executive of Molson Coors	Governance
Mary Lynn Ferguson-McHugh	64	2015	Former CEO, Family Care and New Business, The Procter & Gamble Company	Compensation & HR
Gavin D.K. Hattersley	61	2019	President and CEO, Molson Coors	None
Andrew T. Molson	56	2005	Partner and Chairman, AVENIR GLOBAL	Governance
Geoffrey E. Molson	53	2009	General Partner, President and CEO, CH Group Limited Partnership	Governance
Nessa O’Sullivan	59	2020	Former CFO and Executive Director, Brambles Limited	Audit; Finance
Jill Timm	50	2023	CFO, Kohl’s Corporation	None
Leroy J. Williams, Jr.	59	2022	CEO, CyberTekIQ, LLC	Audit; Finance
James “Sandy” A. Winnefeld, Jr.	67	2020	National Security and Business Consultant	Audit; Compensation & HR

2024 Nominees For Class B Directors

Name	Age(1)	Director Since	Primary Occupation	Committee Memberships	Independent
Roger G. Eaton	63	2012	Former CEO of KFC, a division of Yum! brands	Audit; Finance
Charles M. Herington	64	2005	Chief Operating Officer, Vice Chairman and President of Global Operations, Zumba Fitness, LLC	Audit; Finance
H. Sanford Riley	73(2)	2005	President and CEO, Richardson Financial Group Limited	Compensation & HR; Governance

2024 Director Nominee Snapshot 

Diversity and Tenure

Skills and Experience

2023 Compensation Highlights — Page 46

Executive Compensation Philosophy 

We ask our stockholders annually to vote to approve, on an advisory (non-binding) basis, the compensation of our NEOs. We provide our NEOs with short- and long-term compensation opportunities that encourage increasing Company performance to enhance stockholder value while avoiding excessive risk-taking. We maintain compensation plans that tie a substantial portion of our NEOs’ overall target annual compensation to the achievement of corporate and individual performance goals over both short- and long-term periods. The Compensation & HR Committee employs multiple performance measures and strives to award an appropriate mix of annual and long-term equity incentives to avoid overweighting short-term objectives. Our Board, primarily through the Compensation & HR Committee, defines and oversees our executive compensation program, which is based on a pay-for-performance philosophy and is designed to accomplish the following goals:

	Pay for Performance
	Compensation Competitive with the Market
	Every Compensation Element Should Serve a Purpose

Executive Compensation Governance Practices 

What We Do			What We Don’t Do
	Tie a significant portion of compensation to performance			Design our executive compensation program to encourage excessive risk taking
	Use a balance of short- and long-term incentive awards with diverse performance metrics for both			Re-price stock options without stockholder approval
	Award incentive compensation subject to clawback policies			Provide excise tax gross ups to executives
	Consider peer group and comparable industry data in setting compensation			Allow hedging of Company stock
	Establish significant executive and director stock ownership guidelines and evaluate compliance annually			Award excessive perquisites
	Retain an independent compensation consultant			Offer excessive change in control or severance benefits
	Actively engage with investors regarding executive compensation and governance practices			Pay dividends or dividend equivalents prior to vesting of stock awards
	Base a portion (10%) of the short-term incentive awards on a scorecard composed of certain quantitative People & Planet metrics

Executive Compensation Performance Measures & Results

Performance Measures

Collectively, the metrics for our short- and long-term incentive programs inspire our executive team to focus on earning more, using less, and investing wisely. The performance measures are explained in detail below.

Molson Coors Incentive Plan (MCIP) and Performance Share Unit (PSU) Metrics and Highlights

Named Executive Officers (NEOs) for 2023

MCIP and PSU Performance Results

Proposal No. 1 — Election of Directors

At the Annual Meeting, the holders of the Class A common stock and the Special Class A voting stock (as instructed by the holders of Class A exchangeable shares) (collectively, the Class A Holders) may not cast votes for a greater number of director nominees than the 11 Class A nominees named in this Proxy Statement, and the holders of the Class B common stock and the Special Class B voting stock (as instructed by the holders of the Class B exchangeable shares) (collectively, the Class B Holders) may not cast votes for a greater number of director nominees than the three Class B nominees named in this Proxy Statement. Each of the director nominees has consented to serve if elected. If any nominee becomes unavailable to serve as a director, a substitute nominee may be designated. In that case, the individuals named as proxies will vote for the substitute nominees designated.

When determining the appropriate size of the Board, one objective is to fix a size that facilitates substantive discussions by the whole Board in which each director can participate meaningfully. Our Board has currently set the number of directors at 15, consisting of 12 Class A directors and three Class B directors. However, only 14 directors are being nominated for election at the Annual Meeting, leaving one Class A director vacancy, which must be held by a member of management according to our Restated Certificate of Incorporation, as amended to date (Restated Certificate of Incorporation). Our Board does not currently plan to fill this Class A director vacancy.

Our Restated Certificate of Incorporation and Amended and Restated Bylaws, as amended and restated to date (Bylaws) allow for our Board to change its size by resolution which must be approved by at least two-thirds of the authorized number of directors (including vacancies). However, any decrease in the number of directors to less than 15 must be approved by the holders of the Class A common stock and Special Class A voting stock, voting together as a class. In addition, any increase in the number of directors must be divisible by three, with one-third of such new directorships to be filled by the Governance Committee, one-third of such directorships to be filled by the Class A-C Nominating Subcommittee, and one-third of such directorships to be filled by the Class A-M Nominating Subcommittee.

The following summaries set forth certain biographical information regarding each director nominee, including the particular knowledge, qualifications or areas of expertise considered for nomination to our Board. For more information on how the nominees are selected, please refer to the “Nomination Process” section of this Proxy Statement.

2024 Nominees for Class A Directors

Age 54   Director of Molson Coors since: 2021   Independent Director	JULIA M. BROWN
	SKILLS AND QUALIFICATIONS: • Multi-brand international company experience • Consumer-packaged goods experience • Food and beverage company experience • Operations, supply chain and procurement experience • Commercial and transformation experience • M&A experience • Global sustainability experience • Outside public board experience	COMMITTEE ASSIGNMENT: • Compensation & HR U.S. PUBLIC COMPANY BOARDS: • Solo Brands, Inc. (NYSE: DTC) since 2021 • Perrigo Company plc (NYSE: PRGO) since 2023 U.K. PUBLIC COMPANY BOARDS: • Ocado Group plc (LSE: OCDO) since 2023 FORMER U.S. PUBLIC COMPANY BOARDS: • The Honest Company, Inc. (Nasdaq: HNST) 2022 – 2023
	PROFESSIONAL EXPERIENCE: • JMB Legacy Consulting LLC, a consulting firm (2021 – Present) • CEO & Founder (2021 – Present) • Mars Wrigley, a division of Mars, Incorporated, a global manufacturer of confectionery, food, and pet care products and services (2020 – 2021) • Chief Procurement Officer (2020 – 2021) • Carnival Corporation & plc (NYSE: CCL), a global cruise company and leisure travel company (2015 – 2020) • Chief Procurement Officer (2015 – 2020) • Kraft Foods (Nasdaq: KHC), a global food and beverage company, and then Mondelēz International, Inc. (Nasdaq: MDLZ), a global snack company, when it was spun off from Kraft Foods Inc. in 2012 (2008 – 2015) • Chief Procurement Officer (2008 – 2015) • The Clorox Company (NYSE: CLX), a global manufacturer and marketer of consumer and professional products (2005 to 2008) • Vice President, Corporate Procurement and Contract Manufacturing (2005 – 2008) • The Gillette Company, Inc., a manufacturer of safety razors and other personal care products (2004 – 2005) • Senior Director, Procurement, Global Direct Materials and Strategic Sourcing (2004 – 2005) • Diageo plc (NYSE: DEO), an alcoholic beverage company (1999 – 2003) • Director, Procurement, Acquisition Integration and Development (2001 – 2003) • Purchases Group Leader for Global Cosmetics (1999 – 2001) • The Procter & Gamble Company (NYSE: PG), a global consumer goods company (1991 – 1999) • Senior Purchasing Manager (1995 – 1999) • Various roles of increasing responsibility (1991 – 1994)
	OTHER FOR-PROFIT BOARDS/EXPERIENCE: • Director, Shutterfly Inc. • Director, The Venetian • Director, CoreTrust Purchasing Group LLC

Age 42   Director of  Molson Coors since: 2020   Board Vice Chair since: May 2023	DAVID S. COORS
	SKILLS AND QUALIFICATIONS: • P&L management • Current executive • Brand building and marketing experience • Extensive knowledge of our history and culture • Long-term, highly-committed significant stockholder • U.S. beer business expertise • International and craft beer expertise • Alcoholic spirits distillation and distribution experience	COMMITTEE ASSIGNMENT: • Governance (Chair)
	PROFESSIONAL EXPERIENCE: • Molson Coors (2010 – Present) • Executive Chairman Coors Spirits Co., Molson Coors (2023 – Present) • Vice President of Next Generation Beverages, Molson Coors (2019 – 2023) • Senior Director of Global Craft and Retail (2017 – 2018) • General Manager of Australasia (2013 – 2016) • Various management positions (2010 – 2013) • AC Golden Brewing Company LLC, a subsidiary of Molson Coors (2018 – Present) • President (2018 – Present)
	OTHER FOR-PROFIT BOARDS/EXPERIENCE: • Board of Trustees, Adolph Coors Company LLC • Director, The Yuengling Company LLC, a joint venture between Molson Coors and a D.G. Yuengling & Son, Inc. affiliate

Age 77   Director of Molson Coors since: 2005	PETER H. COORS
	SKILLS AND QUALIFICATIONS: • Former CEO of our Company • Long-term, highly-committed significant stockholder • Extensive knowledge of our history and culture • Strong relationships with U.S. distributors and retailers • Recognized beer industry leader • U.S. beer business expertise • Company brand ambassador	COMMITTEE ASSIGNMENT: • Governance
	PROFESSIONAL EXPERIENCE: • Molson Coors (1971 – 2019) • Chief Customer Relations Officer (CCRO), Molson Coors (2016 – 2019) • Chairman of the Board of Directors, MillerCoors LLC (July 2008 until we acquired full ownership of the joint venture in 2016) • Several executive and management positions at Adolph Coors Company, Coors Brewing Company and Molson Coors, including as CEO and as Board Chair
	OTHER FOR-PROFIT BOARDS/EXPERIENCE: • Board of Trustees, Adolph Coors Company LLC • Manager, Keystone Holdings LLC • Director, Coors Brewing Company, a wholly-owned subsidiary

Age 64   Director of Molson Coors since: 2015   Independent Director	MARY LYNN FERGUSON-MCHUGH
	SKILLS AND QUALIFICATIONS: • P&L management • Operations background • Brand building, marketing and innovation expertise • Consumer insight experience • Consumer-packaged goods experience • Supply chain and logistics experience • Digital experience • M&A experience	COMMITTEE ASSIGNMENT: • Compensation & HR (Chair)  U.S. PUBLIC COMPANY BOARDS: • Smurfit Kappa Group plc (LSE: SKG) since 2023
	PROFESSIONAL EXPERIENCE: • The Procter & Gamble Company (NYSE: PG), a global consumer goods company (1986 – October 2021) • CEO of Family Care and New Business (2019 – 2021) • Group President, Global Family Care and P&G Ventures (2015 – 2019) • Group President, Western Europe and then as Group President, Europe (2011 – 2014) • Various roles of increasing responsibility (1986 – 2010)
	OTHER FOR-PROFIT BOARDS/EXPERIENCE: • Director, FJ Management Inc.

Age 61   Director of Molson Coors since: 2019	GAVIN D.K. HATTERSLEY
	SKILLS AND QUALIFICATIONS: • President and CEO of our Company • Beer business experience • Former CFO of our Company • International business expertise • P&L management • Financial expertise • Digital expertise • M&A experience	COMMITTEE ASSIGNMENT: • None U.S. PUBLIC COMPANY BOARDS: • Zoetis Inc. (NYSE: ZTS) since 2024
	PROFESSIONAL EXPERIENCE: • Molson Coors (2002 – Present) • President and CEO (2019 – Present) • CEO, MillerCoors LLC (n/k/a Molson Coors Beverage Company USA LLC), our U.S. business (2015 –2019) • CFO, Molson Coors (2012 – 2015) • Executive Vice President and CFO, MillerCoors LLC (2008 – 2012) • Senior Vice President, Miller Brewing Company (2002 – 2008) • SAB Limited of Johannesburg, South Africa, a beer brewer (1997 – 2002)  • CFO (1999 – 2002) • Various Financial Management Positions (1997 – 1998) • Barloworld Limited, an industrial brand management company (1987 – 1996) • Various Finance Positions (1987 – 1996)
	OTHER FOR-PROFIT BOARDS/EXPERIENCE: • Director, The Yuengling Company LLC, a joint venture between Molson Coors and a D.G. Yuengling & Son, Inc. affiliate

Age 56   Director of Molson Coors since: 2005	ANDREW T. MOLSON
	SKILLS AND QUALIFICATIONS: • Extensive knowledge of our history and culture • Long-term, highly-committed significant stockholder • Public relations experience • Corporate governance expertise • Canadian beer business expertise • Outside public board experience • Digital experience	COMMITTEE ASSIGNMENT: • Governance   U.S./CANADIAN PUBLIC COMPANY BOARDS: • Theratechnologies Inc. (Nasdaq: THTX; TSX: TH) since 2020  CANADIAN PUBLIC COMPANY BOARDS: • Dundee Corporation (TSX: DC.A) since 2015
	PROFESSIONAL EXPERIENCE: • AVENIR GLOBAL, a network uniting eight strategic communications firms across Canada, the U.S., Europe and the Middle East, including NATIONAL Public Relations, AXON, Madano, SHIFT Communications, Padilla, Cherry, Hanover and Time & Space (1997 – Present) • Chairman (1997 – Present) • RES PUBLICA, the parent company of AVENIR GLOBAL (1997 – Present) • Partner and Chairman (1997 – Present)
	OTHER FOR-PROFIT BOARDS/EXPERIENCE: • Director, CH Group Limited Partnership • Director, Groupe Deschênes Inc.

Age 53   Director of Molson Coors since: 2009   Board Chair since: May 2023	GEOFFREY E. MOLSON
	SKILLS AND QUALIFICATIONS: • Extensive knowledge of our history and culture • Long-term, highly-committed significant stockholder • CEO experience • P&L management and operations background • Beer sales and marketing background • Key account management experience • Distributor development experience • Sports and entertainment industry background and experience • Canadian beer business expertise • Outside director experience	COMMITTEE ASSIGNMENT: • Governance
	PROFESSIONAL EXPERIENCE: • CH Group Limited Partnership, a sports and entertainment company and owner of the Montréal Canadiens, the Bell Centre, L’Équipe Spectra and Gestion evenko (2009 – Present) • General Partner (2009 – Present) • President and CEO (2011 – Present) • Molson Coors (2009 – Present) • Ambassador, representing the Molson family in key strategic areas of our business • Molson Inc. (1999 – 2009) • Various roles of increasing responsibility, including its former U.S. business (1999 – 2009)
	OTHER FOR-PROFIT BOARDS/EXPERIENCE: • Director, RES PUBLICA Consulting Group • Director, The Yuengling Company LLC, a joint venture between Molson Coors and a D.G. Yuengling & Son, Inc. affiliate

Age 59   Director of Molson Coors since: 2020   Independent Director	NESSA O’SULLIVAN
	SKILLS AND QUALIFICATIONS: • Financial expertise and audit experience • Public company CFO experience • Complex global business operations experience • Sustainability/corporate responsibility experience • Consumer-packaged goods and brand management experience • Beverage, supply chain, and logistics experience • Strategy, M&A, and capital markets experience • Outside public company board experience	COMMITTEE ASSIGNMENTS: • Audit (Chair) • Finance FORMER AUSTRALIAN PUBLIC COMPANY BOARDS: • Brambles Limited (ASX: BXB) 2017 –  2023
	PROFESSIONAL EXPERIENCE: • Brambles Limited (ASX: BXB), a global logistics company (2016 – 2023) • Executive Director (2017 – 2023) • CFO (2016 – 2023) • Coca-Cola Amatil Limited (ASX: CCL), an Australian bottler of non-alcoholic beverages (2005 – 2015) • Group CFO roles (2008 – 2015) • Various roles of increasing responsibility (2005 – 2007) • Yum! Brands, Inc. (NYSE: YUM), a quick service food corporation (1993 – 2005) • CFO SOPAC Region & VP Finance (2000 – 2005) • Various financial and commercial roles (1993 – 2000) • Tyco Grinnell, a fire protection system manufacturer (1990 – 1993) • Regional Financial Controller (1990 – 1993) • Price Waterhouse (1985 – 1990) • Auditor/Consultant (1985 – 1990)

Age 50   Director of Molson Coors since: 2023   Independent Director	JILL TIMM
	SKILLS AND QUALIFICATIONS: • Public company CFO • National retailer experience • Financial strategy and planning • Brand building and marketing expertise • Business development • Ecommerce and digital sales  • Operations and procurement	COMMITTEE ASSIGNMENT: • None (new director)
	PROFESSIONAL EXPERIENCE: • Kohl’s Corporation (NYSE: KSS), a leading North American omnichannel retailer (1999 – Present) • Chief Financial Officer (2019 – Present) • Executive Vice-President, Finance (2017 – 2019) • Senior Vice President, Finance (2012 – 2017) • Vice President, Finance (2008 – 2012) • Various roles of increasing responsibility (1999 – 2008) • Arthur Andersen LLP, an accounting firm (1995 – 1999) • Senior Auditor (1995 – 1999)

Age 59   Director of Molson Coors since: 2022   Independent Director	LEROY J. WILLIAMS, JR.
	SKILLS AND QUALIFICATIONS: • CEO experience • Global technology and cybersecurity expertise • M&A experience • Financial services / banking experience • P&L management • Outside public board experience	COMMITTEE ASSIGNMENTS: • Audit • Finance U.S. PUBLIC COMPANY BOARDS: • UMB Financial Corporation (NYSE: UMBF) since 2016
	PROFESSIONAL EXPERIENCE: • CyberTekIQ, LLC, an information technology consulting firm (2016 – Present) • Founder and CEO (2016 – Present) • Ball Corporation, a global packaging provider (NYSE: BLL) (2005 – 2016) • Global Chief Information Officer (2005 – 2016) • State of Colorado (2001 – 2005) • Secretary of Technology • Acting Executive Director for the Department of Labor & Employment • Qwest Communications and its affiliates, telecommunications companies • Various roles of increasing responsibility • Norwest (now Wells Fargo), a financial services company • Senior Technical Consultant • United States Army • Telecommunications Specialist
	OTHER FOR-PROFIT BOARDS/EXPERIENCE: • Director, J.E. Dunn Construction Group • Board Advisor, Taiga Biotechnologies Inc.

Age 67   Director of Molson Coors since: 2020   Independent Director	JAMES “SANDY” A. WINNEFELD, JR.
	SKILLS AND QUALIFICATIONS: • Senior leadership experience • Global technology and cybersecurity expertise • International and governmental affairs experience • Global security environment expertise • Human resource management experience • Strategic planning experience • Risk management/oversight expertise • Outside public board experience	COMMITTEE ASSIGNMENTS: • Audit • Compensation & HR U.S. PUBLIC COMPANY BOARDS: • Raytheon Technologies Corporation (NYSE:RTX) since 2017
	PROFESSIONAL EXPERIENCE: • United States Navy (1978 – 2015) • Vice Chairman of the Joint Chiefs of Staff (the United States’ number two ranking military officer) (2011 – 2015) • Various positions of increasing responsibility, including Commander, U.S. Northern Command (USNORTHCOM); Commander, North American Aerospace Defense Command (NORAD); Commander, U.S. Sixth Fleet; and Commander, Allied Joint Command Lisbon, United States Navy (1978 – 2011)
	OTHER FOR-PROFIT BOARDS/EXPERIENCE: • Chair, Cytec Defense Materials LLC  • Director, Alliance Laundry Systems LLC • Director, Enterprise Holdings, Inc.  • Director, HawkEye 360, Inc.

2023 Nominees for Class B Directors

Age 63   Director of Molson Coors since: 2012   Independent Director	ROGER G. EATON
	SKILLS AND QUALIFICATIONS: • CEO experience • Financial expert • Audit experience • Global retail brand management • P&L management and operations background • International business experience • Digital experience • M&A experience	COMMITTEE ASSIGNMENTS: • Audit  • Finance (Chair)
	PROFESSIONAL EXPERIENCE: • Yum! Brands, Inc., a quick service food corporation (NYSE: YUM) (2008 – 2019) • CEO, KFC (2015 – 2019) • Chief Operations Officer, Yum! Brands, Inc. (2011 – 2015) • President, KFC (2014 – 2015) • Operational Excellence Officer, Yum! Brands, Inc. (2011) • CEO and President, KFC USA (2008 – 2011)
	OTHER FOR-PROFIT BOARDS/EXPERIENCE: • Director, Arnott’s Biscuits Holdings Pty Limited • Director, George and Matilda Eyecare

Age 64   Director of Molson Coors since: 2005   Independent Director	CHARLES M. HERINGTON
	SKILLS AND QUALIFICATIONS: • CEO experience • Marketing and brand building experience • Executive leadership and management experience • Multicultural lens from living as a Latin in multiple countries • Global direct P&L responsibility  • Outside public board experience • M&A experience	COMMITTEE ASSIGNMENTS: • Audit • Finance U.S./CANADIAN PUBLIC COMPANY BOARDS: • Gildan Activewear Inc.  (NYSE/TSX: GIL) since 2018
	PROFESSIONAL EXPERIENCE: • Zumba Fitness LLC, a worldwide provider of dance fitness classes (2012 – Present) • Chief Operating Officer, Vice-Chairman and President of Global Operations (2012 – Present) • Avon Products Inc., a multinational cosmetics, skin care, fragrance and personal care company (2006 – 2012) • Executive Vice-President of Developing and Emerging Markets Group (Office of the Chairman) (2006 – 2012)  • America Online, web portal and online service provider (1999 – 2006) • President and CEO, America Online (AOLA) Latin America (1999 – 2006) • Revlon, multinational cosmetics, skin care, fragrance and personal care company (1997 – 1999) • President, Latin America (1997 – 1999) • PepsiCo, Inc. (Nasdaq: PEP), a multinational food, snack, and beverage corporation (1990 – 1997) • Division President, PepsiCo Restaurants Latin America (1990 – 1997) • The Procter & Gamble Company (NYSE: PG), a global consumer goods company (1981 – 1990) • Various brand management positions (1981 – 1990)
	OTHER FOR-PROFIT BOARDS/EXPERIENCE: • Chairman, Quirch Foods, LLC • Director, HyCite Enterprises, LLC • Director, Accupac, LLC

Age 73(1)   Director of Molson Coors since: 2005   Independent Director	H. SANFORD RILEY
	SKILLS AND QUALIFICATIONS: • Financial expertise • P&L management and operations background • Corporate governance expertise • Leadership in highly-regulated global industry • CEO experience • Outside public board experience • M&A experience	COMMITTEE ASSIGNMENTS: • Compensation & HR • Governance (Independent Member) CANADIAN PUBLIC COMPANY BOARDS: • RF Capital Group Inc. (TSX: RCG) since 2021 U.S. PUBLIC COMPANY BOARDS: • CPI Card Group (Nasdaq: PMTS) since 2023 FORMER CANADIAN PUBLIC COMPANY BOARDS • The North West Company (TSX: NWC) (2002 – 2022) • Canadian Western Bank (TSX: CWB) (2011 – 2022)
	PROFESSIONAL EXPERIENCE: • Richardson Financial Group Limited, a specialized financial services company (2003 – Present) • President and CEO (2003 – Present)
	OTHER FOR-PROFIT BOARDS/EXPERIENCE: • Director, Loewen Windows • Director, Agi3 Ltd.

Board Skills & Experience and Demographic Matrix

This table provides a summary view of the qualifications, experience, and demographic information of each director nominee. 

Position of Director Emeritus

Eric H. Molson (formerly the Chair of our Company) has served as a Director Emeritus since May 2009. Mr. Molson may be invited to attend meetings of our Board on a non-voting basis. 

Family Relationship Disclosure

Peter H. Coors and David S. Coors are father and son. Andrew T. Molson and Geoffrey E. Molson are brothers, and Eric H. Molson is their father.

Board of Directors and Corporate Governance 

We are committed to strong corporate governance, corporate responsibility and the accountability of our Board and our senior management team to our stockholders. Our Board is elected annually by the stockholders to oversee their interests in the long-term success of our Company and its stakeholders.

Corporate Responsibility 

People & Planet 

We believe in producing beverages we can be proud of, which is why our People & Planet initiatives are fundamental to how Molson Coors operates. Our Imprint strategy reflects our People & Planet focus areas and is underpinned by a foundation of strong corporate governance and ethics. These focus areas include a safe and inclusive culture, environmental stewardship, sustainable sourcing, and alcohol responsibility as well as investing in our people and communities. We have established quantitative goals in the following areas:

People		Water		Climate		Packaging & Waste
Fostering an inclusive culture in everything we do - from how we work together to how we grow our company		Using water prudently and supporting improving watershed resiliency where we operate		Reducing greenhouse gas emissions across our value chain to achieve net zero by at least 2050		Increasing circularity and recycling system health for our packaging materials and in our operations

Oversight

Our Board is responsible for overseeing and monitoring our overall People & Planet efforts, with specific areas of oversight delegated to the committees of the Board. The Board receives regular reports and recommendations from management and the Board committees to help guide our strategy, from Planet goals related to water, packaging, and climate change, to People initiatives focused on fostering a safe and inclusive culture where all employees can thrive and grow. The Audit Committee oversees certain elements of Our Imprint strategy, programs, and reporting, as well as our enterprise risk management program. The Compensation & HR Committee is responsible for establishing and reviewing the overall compensation philosophy of our Company and providing oversight on certain human capital matters, including our talent retention and development, leadership development, talent pipeline, programs and systems for performance management and inclusion initiatives. Further, the Finance and Governance committees are also responsible for certain People & Planet matters as outlined below.

Progress  

As one of the world’s largest global beverage companies, we have a long history of sustainability and are committed to driving long-lasting, meaningful change by incorporating sustainability into all aspects of our business. In 2017, we launched Our Imprint strategy, which included a set of ambitious 2025 environmental sustainability goals. Informed by a materiality assessment and with the United Nations Sustainable Development Goals in mind, we focused our efforts where we believe we can have the most positive impact on our Planet: Climate, Water and Packaging. Highlights for 2023 include the implementation of a renewable electricity agreement for the Fort Worth, Texas brewery covering the entirety of the brewery’s electrical consumption, continued work to install equipment that will eliminate four- and six-pack plastic rings on packages produced at our North American breweries (which we expect to be completed in 2025), and receiving approval from SBTi for our near- and long-term net zero targets. 

In 2020, we added People aspirations through 2023 to reflect our renewed commitment to putting people first and building a more diverse, equitable, and safe and inclusive culture. We strive to provide meaningful experiences for our employees and believe that building a strong and diverse workforce has a significant influence on our success as a business and our ability to deliver on our purpose. We value and respect our differences and believe that diversity with equity and inclusion is the key to collaboration and a winning team culture. We offer a robust suite of development programs to support our employees’ growth depending on where they are in their career. Over the past three-year period, we increased the representation of women in our worldwide workforce and increased the representation of people of color in our U.S. workforce. 

As a global beverage company, deeply rooted in the beer business, Molson Coors is a charter member of the International Alliance for Responsible Drinking (IARD). This collaborative industry body represents the 13 leading beer, wine and spirits companies, and partners with public sector, civil society and private stakeholders to address the global public health issue of harmful drinking. IARD works with governments globally to support the World Health Organization’s Noncommunicable Diseases Global Monitoring Framework target of 10% reduction in harmful use of alcohol by 2025. 

Metrics that support Our Imprint commitments are embedded in the performance goals for leaders of our organization that have the ability to impact the goals. In addition, starting in 2022 and continuing in 2023 and 2024, a portion of the short-term compensation for the top senior leaders in our organization is based on a scorecard composed of certain quantitative People & Planet metrics, including emissions, water use, employee culture, and safety. 

More information about our strategy and progress can be found in the Molson Coors Our Imprint Report, available at https://www.molsoncoors.com/goals-and-reporting. The information provided on our website (or any other website referred to in this statement) is not part of this Proxy Statement and is not incorporated by reference as part of this Proxy Statement. 

Governance Guidelines  

Our full Board, the majority of which is independent, oversees the corporate governance of our Company. Our Board has adopted Governance Guidelines to promote effective corporate governance and the proper functioning of the Board and its committees. The Governance Guidelines set forth a common set of expectations as to how our Board should function, including with respect to the composition of our Board, the criteria to be used in selecting director nominees, Board and Committee oversight of the Company’s People & Planet strategy and initiatives, expectations of our directors, and evaluation of the performance of our Board and its committees. Our Board and the Governance Committee regularly review developments in corporate governance and consider stockholder feedback to respond to new developments as necessary and appropriate. 

Code of Business Conduct  

All of our directors and employees, including our CEO, CFO and other executive and senior officers, are bound by our Code of Business Conduct which complies with the requirements of the New York Stock Exchange (NYSE) and the Securities and Exchange Commission (SEC) to confirm that our business is conducted in a legal and ethical manner. The Code of Business Conduct covers areas of professional conduct, including employment policies, conflicts of interest, fair dealing and the protection of confidential information, as well as strict adherence to all laws and regulations applicable to the conduct of our business. We will disclose future amendments to, or waivers from, certain provisions of the Code of Business Conduct for executive officers and directors on our website at www.molsoncoors.com within four business days following the date of such amendment or waiver.

Board and Committee Governance

Board Leadership Structure  

Our Board believes its leadership structure is appropriate because it effectively allocates authority, responsibility and oversight between management and the non-management directors, including with respect to risk oversight, as discussed below. We separate the roles of Chair and CEO. 

Chair and Vice Chair. According to our Bylaws, the Chair is appointed by the Class A-C Nominating Subcommittee or the Class A-M Nominating Subcommittee, alternating on a biennial basis. The Vice Chair is appointed by the Class Nominating Subcommittee that does not appoint the Chair. Geoffrey E. Molson was appointed Chair by the Class A-M Nominating Subcommittee effective May 2023, and he will serve in this position until the 2025 Annual Meeting. David S. Coors was appointed Vice Chair by the Class A-C Nominating Subcommittee effective May 2023, and he will serve in this position until the 2025 Annual Meeting. 

Independent Governance Committee Member. The Independent Governance Committee Member plays a crucial role in acting as an intermediary between the Coors and Molson families, the independent directors, and members of management. The Independent Governance Committee Member also has additional governance responsibilities pursuant to the Governance Guidelines and Restated Certificate of Incorporation, including (1) reviewing and approving Board and committee agendas, together with the Chair and Vice Chair, (2) convening, reviewing and approving agenda for, and chairing executive sessions that typically occur during each regular Board meeting of the independent directors without non-independent directors or members of management present, (3) reporting to the Board, Chair or management, as appropriate, on any issues, requests or concerns identified during the independent director executive sessions, (4) overseeing, with the support of the Company Secretary, the annual Board and committee evaluation process, and (5) periodically conducting one-on-one meetings with each member of the Board to receive feedback regarding director performance, Board and committee composition and effectiveness, and potential areas of improvement. 

Board’s Role in Risk Oversight  

Our Board is responsible for overseeing our enterprise risk management program (ERM Program) to confirm it is appropriately designed to identify and manage the principal short, medium, and longer-term risks of our business. Our Board recognizes that achievement of our strategic objectives necessarily involves internal and external risks, and that as our business evolves, risks applicable to our business change. The ERM Program is a proactive and ongoing process, led by our legal and risk professionals and senior management, to identify and assess risks, and to build out and track mitigation and reduction efforts. The ERM Program is designed to enable us to appropriately manage, prioritize and mitigate risks, while fostering a culture of integrity, risk awareness and compliance within our Company. As shown below, our Board has tasked its committees with certain risk management responsibilities, and these committees regularly report to the Board regarding the matters within their area of responsibility. These discussions help to inform strategic decisions with transparency into the accompanying opportunities and challenges relevant to our business.

Management routinely communicates business risks identified through the ERM Program or otherwise to our Board or the appropriate committees and individual directors. Further, the Board’s role in risk oversight of the Company is consistent with our leadership structure, with the CEO and other members of senior management having responsibility for assessing and managing our risk exposure, and the Board and its committees providing oversight in connection with those efforts. Our risk oversight framework also aligns with our disclosure controls and procedures. For example, our quarterly and annual financial results and related disclosures are reviewed by our disclosure committee, comprised of senior management and pertinent members of management, most of whom participate in the risk assessment practices described above. From time to time, we also utilize industry information sources, such as professional services firms or subscription resources, to assess trends and benchmark data relevant to our industry. These insights are incorporated into our ERM Program with appropriate mitigation plans and performance indicators as needed. They are regularly reported to the Audit Committee and Board as part of our ongoing ERM Program process. 

Please refer to Item 1C. Cybersecurity in Part I of our Annual Report on Form 10-K for the year ended December 31, 2023 for additional information regarding cybersecurity matters. 

Specific Risks  

To learn more about the risks we face, you can review the risk factors included in Part I, “Item 1A. Risk Factors”, of the Annual Report, and those risks described from time to time in our other reports filed with the SEC. 

Board Composition and Refreshment

Our Governance Guidelines require our Board and the Governance Committee to base director nominations on criteria that reflect the best interests of our Company and its stockholders, and the Company’s public and corporate responsibilities. In doing so, our directors strive to attain a Board with the appropriate balance and diversity of background and experience. 

The factors considered when we select a director nominee for the Board include the individual’s: 

As noted above, our Board and Governance Committee considers various factors, including gender, age, race, ethnicity, nationality, and country of origin, as part of the assessment of director nominees to serve on our Board. In furtherance thereof, the Governance Committee will require that any initial list of prospective director candidates include, but need not be limited to, candidates with a diversity of race, ethnicity or gender, and will similarly require any director search firm to include such candidates. The Board and the Governance Committee assess the effectiveness of this policy as part of their regular review of the Governance Guidelines and by monitoring changes in the Board’s composition and diversity mix along a variety of dimensions over time. 

In evaluating candidates, the Board, the Governance Committee, or the relevant subcommittee (as described below) will make a preliminary review of a prospective candidate’s background, career experience, and qualifications based on available information. If the Board, the Governance Committee, or the relevant subcommittee determines that a particular candidate likely would contribute positively to the Board’s mix of skills and experiences, it will conduct interviews with the candidate and may invite other directors or members of management to interview the candidate to assess the candidate’s overall qualifications. The Board, the Governance Committee, or the relevant subcommittee will consider the candidate in the context of the Board’s then-current composition and the needs of the Board and its committees and make a recommendation as to whether the candidate should be nominated for election. This procedure is the same for all candidates, including director candidates identified by shareholders. 

The Board periodically reviews and assesses its composition and takes into consideration factors that may impact Board turnover and refreshment. To promote regular refreshment, the Governance Guidelines include a policy that provides that no director is eligible for nomination or election to our Board as an independent director if they will reach the age of 72 by the calendar year-end immediately preceding our next annual meeting; provided that, in rare circumstances, the Board may approve an exception to this guideline on a case-by-case basis. These retirement-age restrictions do not apply to our non-independent Class A directors. 

Upon the recommendation of the members of the Governance Committee other than Mr. Riley, the Board approved a limited exception to its retirement age policy for Mr. Riley to currently serve until the Company’s 2025 Annual Meeting. The Board granted the exception because it believes that Mr. Riley’s continued service is in the best interests of the Company and its stockholders during this critical time for the Company. Given the Board’s need for strong continuing independent leadership with Louis Vachon’s recent retirement and six new directors joining the Board in the past four years, the Board approved the exception for Mr. Riley to, among other things, maintain continuity and institutional knowledge during the implementation of the

Company’s recently announced Acceleration Plan, and to provide adequate time to identify, onboard, and transition a highly capable successor to Mr. Riley. In making its determination, the Board took into account that Mr. Riley serves an important Board leadership role as the Independent Governance Committee Member that is essential to ensuring the Board’s stability and independent oversight of the Company’s implementation of its Acceleration Plan. As the Board’s Independent Governance Committee Member since 2012, Mr. Riley’s responsibilities include, as further discussed in “Board and Committee Governance” – “Board Leadership Structure,” chairing regular executive sessions of the independent directors, conducting one-on-one meetings with all directors to gather feedback on the Board’s performance and effectiveness, and reviewing and approving Board and committee agendas with the Board’s Chair and Vice Chair. In addition, the Board determined that an exception was warranted because Mr. Riley has deep institutional knowledge of the Company and Board, and unique insights that remain valuable to the Board. 

Nomination Process  

Potential director nominees may come to our attention through recommendation by management, current members of our Board, our stockholders or third-party search firms hired to identify and/or evaluate potential nominees. The Board retained a third-party search firm for a fee to help facilitate the identification, screening, and interview process of potential director nominees, including Julia M. Brown in 2021, Leroy J. Williams, Jr. in 2022, and Jill Timm in 2023. After our Board considers the qualifications outlined above, together with feedback from any third-party search firms hired to evaluate potential nominees, candidates are formally nominated, and vacancies are filled in accordance with the terms of our Restated Certificate of Incorporation as shown below:

As a result of our nomination process, we elected or nominated seven highly-qualified directors since September 2019, increasing the number of women directors to four and the number of ethnically or racially diverse directors to three. 

Candidates Recommended by Stockholders  

Pursuant to our Governance Guidelines, our Board will consider and evaluate a director candidate recommended by a stockholder in the same manner as candidates identified by other sources. Stockholders wishing to recommend a director candidate to serve on our Board may do so by providing advance written notice to us following the procedures set forth in the “Questions and Answers” section of this Proxy Statement. Any such recommendation must be accompanied by the information specified in Section 1.9.2 of our Bylaws. 

Director Independence  

Although not required due to our “controlled company” status, a majority of the directors on our Board meet the definition of independence under the NYSE Listing Standards. In addition, our Restated Certificate of Incorporation contains provisions intended to ensure that a majority of our directors are independent from management at all times. Specifically, our Restated Certificate of Incorporation defines an independent director as any director who is independent of management and is free from any interest and any business or other relationship (other than interests or relationships arising from ownership of shares of our stock) that could, or could reasonably be perceived to, materially interfere with the director’s ability to act in the best interests of our Company. 

During a meeting held in February 2024, the Board determined that the following director nominees are independent under the NYSE Listing Standards and our Restated Certificate of Incorporation:

Board Committees  

The Board currently has four standing committees: the Audit Committee, the Compensation & HR Committee, the Finance Committee, and the Governance Committee. Our Board may from time to time establish additional committees. 

As discussed above under “Nomination Process,” the Governance Committee, which is referred to as the Nominating Committee in our Restated Certificate of Incorporation, also has two sub-committees, which are required under our Restated Certificate of Incorporation. 

The following table identifies the members of each standing committee of our Board as of the Record Date, and the number of meetings held by each committee during 2023. As a “controlled company,” we are not required to follow typical director independence requirements for certain of our committees. However, other than certain members of the Governance Committee, which are prescribed by the terms of our Restated Certificate of Incorporation, each member of the Board’s committees meets the definition of an independent director under the NYSE Listing Standards and our Restated Certificate of Incorporation.

Director Name		Audit		Compensation & HR		Finance		Governance
Julia M. Brown
David S. Coors								(1)
Peter H. Coors								(1)
Roger G. Eaton
Mary Lynn Ferguson-McHugh
Gavin D.K. Hattersley
Charles M. Herington
Andrew T. Molson								(2)
Geoffrey E. Molson								(2)
Nessa O’Sullivan
H. Sanford Riley
Jill Timm
Leroy J. Williams, Jr.
James “Sandy” A. Winnefeld, Jr.
Meetings Held in 2023		7		6		5		4

=  Chair		(1) Member of the Class A-C Nominating Subcommittee.
=  Member		(2) Member of the Class A-M Nominating Subcommittee.

Audit Committee  

PRIMARY RESPONSIBILITIES  

Under the terms of its charter, our Audit Committee represents and assists our Board in overseeing: 

For more information on the Audit Committee’s role in risk oversight see the “Board’s Role in Risk Oversight” section of this Proxy Statement. In addition, the Audit Committee Report is included under its own heading later in this Proxy Statement. 

INDEPENDENCE  

Each member of the Audit Committee meets the applicable independence requirements of the NYSE Listing Standards, our Restated Certificate of Incorporation and Rule 10A-3 under the Securities Exchange Act of 1934, as amended (Exchange Act). Our Board has determined that all the members of the Audit Committee are financially literate pursuant to the NYSE Listing Standards, and that Roger G. Eaton and Nessa O’Sullivan are each an “audit committee financial expert” as defined under SEC regulations. 

Compensation & HR Committee  

PRIMARY RESPONSIBILITIES  

Under the terms of its charter, our Compensation & HR Committee is responsible for: 

Under its charter, the Compensation & HR Committee may also delegate to one or more officers of the Company the authority to make equity awards to eligible individuals. Any officer to whom such authority is delegated must periodically report to the Compensation & HR Committee the grants so made. The Compensation & HR Committee retains the right to change or revoke any delegation at any time. 

The details of the processes and procedures used for determining compensation of our executive officers are set forth in the “Compensation Discussion & Analysis (CD&A)” section of this Proxy Statement. In addition, the Compensation & HR Committee Report is included under its own heading later in this Proxy Statement. 

Our Compensation & HR Committee retained as its independent compensation consultant WTW (formerly known as Willis Towers Watson) (Compensation Consultant) to provide independent advice and assist in the development and evaluation of the Company’s 2023 executive and director compensation policies and programs. After considering various factors as required by applicable NYSE rules and its charter, our Compensation & HR Committee concluded there were no conflicts of interest with the Compensation Consultant. 

INDEPENDENCE  

Each member of the Compensation & HR Committee meets the applicable independence requirements of the NYSE Listing Standards, our Restated Certificate of Incorporation and applicable federal laws and regulations. Each member also qualifies as a “Non-Employee Director” for purposes of Rule 16b-3 under the Exchange Act. 

Finance Committee  

PRIMARY RESPONSIBILITIES  

Under the terms of its charter, our Finance Committee assists our Board in overseeing and reviewing the Company’s financial position and policies and approving financing activities. 

The Finance Committee’s responsibilities and duties include: 

INDEPENDENCE  

Each member of the Finance Committee meets the independence requirements of the NYSE Listing Standards and our Restated Certificate of Incorporation. 

Governance Committee  

COMPOSITION  

Pursuant to our Restated Certificate of Incorporation, our Governance Committee (which is referred to in our Restated Certificate of Incorporation as the Nominating Committee) must be made up of five directors: two directors who make up our Class A-C Nominating Subcommittee; two directors who make up our Class A-M Nominating Subcommittee; and one independent director, referred to as the Independent Governance Committee Member. 

PRIMARY RESPONSIBILITIES  

Under the terms of the Governance Committee’s charter and our Restated Certificate of Incorporation, the responsibilities and duties of the Governance Committee and its Nominating Subcommittees include, among other things: 

INDEPENDENCE  

As a “controlled company,” we are not required to have a nominating/corporate governance committee consisting entirely of directors who meet the independence requirements of the NYSE Listing Standards. H. Sanford Riley, the Independent Governance Committee Member, is independent under the NYSE Listing Standards and our Restated Certificate of Incorporation. 

Board and Committee Self-Assessments  

Pursuant to the Governance Guidelines, our Board and its committees conduct annual self-assessments to evaluate the qualifications, experience, skills and balance of our Board and its committees and to confirm that they are working effectively. The Secretary’s office solicits feedback from all directors, and the results of such feedback are discussed with our Board and Governance Committee in detail. In addition, the Independent Governance Committee Member periodically conducts one-on-one meetings with each member of our Board to receive additional feedback regarding director performance, Board and committee composition and effectiveness, and suggested areas of improvement. 

Meetings and Attendance  

Our Board held seven meetings during 2023. All directors attended at least 75% or more of the aggregate meetings of our Board and the committees of our Board on which they served during 2023, in each case during the periods that he or she served. In fact, our directors attended at least 98% of such Board meetings. In addition, our directors are encouraged to attend the Annual Meeting. All directors standing for re-election at such time attended the 2023 annual meeting of stockholders. 

Our Board and each of its committees generally hold executive sessions of non-employee directors at each regularly scheduled meeting. The Board executive sessions of independent directors are presided over by the Independent Governance Committee Member, as set forth in the Governance Guidelines. 

Our Long-Term Family Stakeholders  

Molson Coors is the proud combination of two family controlled publicly-listed companies that came together in 2005: Molson, Inc. (Molson) and Adolph Coors Company (Adolph Coors). Molson traces its roots back to 1786, making it North America’s oldest beer company, and Adolph Coors was originally founded in 1873. We believe the long history of the involvement and ownership of the Molson and Coors families is one of our greatest strengths. 

Our Company continues to thrive as a result of having two dedicated family stakeholder bases with a long-term ownership perspective. Generations of Molson and Coors family members have actively served on our Board and been engaged in the business, which demonstrates their families’ interest in and commitment to the long-term success of our Company. Currently, Andrew T. Molson and Geoffrey E. Molson, each sixth generation Molson family members engaged in the business, are active members of our Board of Directors. In addition, Peter H. Coors and David S. Coors, fourth and fifth generation Coors family members, respectively, are engaged in the business and also active members of our Board, and David S. Coors and Peter J. Coors (son of Peter H. Coors and brother of David S. Coors and a former Board member) are also active employees in our business. 

We strongly believe that the Molson and Coors families’ control and their long-term stewardship have provided, and will continue to provide, a strategic advantage to our Company. Historically, the family ownership structure has helped to maintain stability and mitigate certain short-term pressures typically faced by widely-held companies, which has allowed the Board and management to focus on more long-term sustainable growth that generally benefits all stockholders. This strategic advantage is sustained by a careful balancing of the roles of our Board, management, and all of our stockholders—including the Molson and Coors families. We also recognize the important role that our independent directors play in our Company. Despite our “controlled company” nature, a majority of our Board is independent and, as discussed further above, our Independent Governance Committee Member plays a crucial role in helping to confirm the interests of all directors are taken into consideration on matters, including through acting as chair of the executive sessions of solely independent directors. 

The family members also play an important role in upholding our corporate culture, which has helped us to attract and retain top talent. In addition, management effectively cultivates its relationship with the Molson and Coors family members through a variety of channels, including regular Board and committee interaction, investing in future growth opportunities and supporting Molson Coors’ vision to unite people and celebrate all life’s moments. 

Stockholder Engagement 

Why We Engage  

We believe it is essential to actively engage with our stockholders to discuss and receive feedback regarding matters of importance to them and emerging trends, including, among others, changes to continue to bolster our corporate governance practices, the interplay between People & Planet and executive compensation, and appropriate People & Planet frameworks and disclosure metrics. Accordingly, we adhere to the following practices to continue to build and maintain relationships and trust with our stockholders:

	conducting year-round engagement with stockholders, proxy advisory firms, and stock analysts; engaging at stockholders’ request to address questions and concerns regarding the Company;
	providing stockholder feedback to the Board and committees on a regular basis; and
	considering and reflecting on stockholder feedback in our periodic review and update of policies and practices.

How We Engage

SPRING   Implement governance changes, if appropriate, based on prior engagement; Pre-Annual Meeting engagement to continue gathering feedback on emerging People & Planet and executive compensation issues and to discuss expected items on the Annual Meeting agenda; Publish annual report and proxy statement		SPRING/SUMMER   Hold Annual Meeting; Review with the Board and its committees the feedback from prior engagement efforts and Annual Meeting voting results to assist in preparing and setting the agenda for the upcoming engagement season		SUMMER/FALL   Determine topics and schedule for upcoming engagement season based on Annual Meeting voting results, Board and committee discussions, governance and compensation trends, and regulatory developments		WINTER   Conduct comprehensive engagement with stockholders to discuss our business and strategy, and corporate governance and executive compensation matters; Review of stockholder feedback and consideration of potential changes to corporate governance, executive compensation and proxy statement disclosures

Who We Engage With  

We proactively reach out twice each year to our top 25 stockholders and other stockholders as needed, including those that requested engagement or voted against certain proposals. 

What We Discussed  

Our interactions with stockholders in 2023 and this year covered a broad range of topics, including the following: 

How We Responded  

Based on feedback we received as a result of our engagement activities, and after careful review and consideration from our Board, we have made a number of enhancements to our corporate governance policies and disclosures over the past several years. Below are some examples of the changes made which our Board believes to be in the best interest of the Company and stockholders and shows our commitment to constructive engagement with our investors and other stakeholders: 

Certain Governance Policies 

Hedging, Pledging and Short Sale Policies  

Under our Insider Trading Policy, directors, executive officers, and other employees are prohibited from purchasing any financial instrument that is designed to hedge or offset any decrease in the market value of the individual’s securities holdings in our Company. 

In addition, the Audit Committee adopted an enhanced anti-pledging policy, set forth in the Insider Trading Policy, that prohibits directors, executive officers, and other employees from purchasing our securities on margin, borrowing against any account in which our securities are held, or otherwise pledging securities as collateral for a loan. The restriction on pledging our securities as collateral for a loan (not including margin debt) may be waived with the prior approval of the CFO and Chief Legal Officer or Legal Designee (as defined under the Insider Trading Policy), except in the case of a proposed pledge by an insider (defined as a director or executive officer who is subject to Section 16 of the Exchange Act or any executive that is a direct report to the CEO). Any proposed pledge by an insider must also be approved in advance by the Audit Committee as part of its risk oversight function. 

The enhanced anti-pledging policy sets forth more than a dozen distinct factors that must be considered before a proposed pledging transaction may be approved. Details of outstanding pledges of our securities are included within footnotes in the “Beneficial Ownership” section of this Proxy Statement. 

As part of its risk assessment and risk management oversight responsibilities, the Audit Committee has evaluated the outstanding pledges of our securities, both on an individual and an aggregate basis, including the potential impacts to us and our stock price in the event of a forced sale, and does not believe they are reasonably likely to have a material adverse effect on us. In addition, the Audit Committee has reviewed and approved our risk management plans in the event of a forced sale or other potential event of default under these pledging arrangements. 

Our directors, executive officers and other employees also are prohibited from engaging in short sales related to our common stock and the exchangeable shares issued by Molson Coors Canada Inc., a Canadian corporation and our wholly-owned indirect subsidiary (Exchangeco). 

Political Contribution Policy  

In February 2021, the Governance Committee adopted an enhanced political contribution policy that outlines the Company’s policies, procedures and philosophy regarding its political contributions and activities. The Political Contribution Policy was adopted in response to feedback received from employees and as part of the Company’s ongoing stockholder engagement. The Political Contribution Policy sets forth the broad criteria that drive decisions regarding political contributions by employee-funded entities (e.g., federal PACs), corporate contributions where allowed by law, and other lobbying and advocacy efforts. It also provides that the Company’s political spending will be aligned to a set of giving criteria that is focused on a pro-Company agenda that generally, but not exclusively, opposes increased beer taxes and restrictions on sales and marketing, and promotes marketplace transparency and industry innovation. The Political Contribution Policy also clarifies that the Company’s political spending will not be influenced by the political preferences of any individual director, officer or employee. The policy vests oversight responsibilities with the Governance Committee and places day-to-day management of the Company’s political activities with the Chief Legal & Government Affairs Officer and Vice President — Government Affairs. 

Access To Our Directors  

Stockholders and other interested parties may communicate directly with members of our Board as described in the “Questions and Answers” section of this Proxy Statement. 

Director Compensation 

General 

We use a combination of cash and stock-based compensation to ensure we can attract and retain high-caliber individuals to serve on our Board. The Compensation & HR Committee, with assistance from the Compensation Consultant, reviews and makes recommendations to our Board annually with respect to the form and amount of director compensation. In setting director compensation, the Compensation & HR Committee considers the significant amount of time that directors expend in fulfilling their duties to our Company and the skill level required of our Board members, as well as the compensation of directors at our peer companies. Our overall director compensation approach is to target the median of our peer group described in the “Compensation Discussion & Analysis (CD&A)” section of this Proxy Statement for both cash and stock-based elements. 

2023 Compensation 

Directors received an annual cash retainer and an annual equity grant in the form of restricted stock units (RSUs), as shown below. Amounts paid are prorated according to dates of service.

In addition, directors are reimbursed for any expenses incurred while attending our Board or any committee meetings and in connection with any other Company business. Board members also received tax reporting and filing assistance given the complexities created by having Board meetings across multiple countries and tax jurisdictions. 

After a review of our peer group median reference points with the Compensation Consultant, the Compensation & HR Committee recommended and the Board approved the following changes to the director compensation program effective for the 2023-2024 Board service year beginning in May 2023: an incremental $5,000 increase in the annual cash retainer for all board members, an incremental $5,000 increase in the annual cash retainer for the Chair of the Audit Committee, and a $20,000 increase in the value of the annual RSU grant. In addition, the Board approved a new incremental $20,000 annual cash retainer for the Independent Governance Committee Member effective beginning in July 2023. With these changes the Compensation and HR Committee believes our director pay approximates the median of our peer group.

Under our Directors’ Stock Plan, non-Molson and non-Coors family directors may elect to receive 0%, 50% or 100% of their annual cash retainer in the form of either: (i) shares of Class B common stock; or (ii) deferred stock units (DSUs), with the balance in each case being paid in cash. Molson and Coors family directors receive their entire retainer and any Chair or Vice Chair retainer, as applicable, in cash. DSUs represent the right to receive shares of Class B common stock when the director’s service on our Board terminates. Upon departure from the Board, directors who have elected DSUs are paid a cash amount equal to the dividends that would have been paid during the vesting period had each DSU been an actual share of Class B common stock.

Gavin D.K. Hattersley, as our President and CEO, does not receive any compensation for his service on the Board. See the “Executive Compensation” section of this Proxy Statement for Mr. Hattersley’s compensation as President and CEO of the Company. 

Director Stock Ownership Requirements

In order to further align the interests of directors with the long-term interests of our stockholders, our Board has determined that, by the end of his or her fifth year as a director, each director should own stock or stock equivalents with a value equal to five times the annual retainer. All of our directors currently meet or are on track to meet this requirement. Shares owned directly by the director, as well as the value of DSUs and unvested RSUs, are included in calculating ownership levels. 

Director Compensation Table 

The table below summarizes the compensation by our Company to directors for the year ended December 31, 2023.

On May 18, 2023, each director received an annual equity grant of 2,667 RSUs with a grant date fair value of $61.88 per unit and an aggregate grant date fair value of $165,034. The grant date fair value is calculated in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification 718, Compensation-Stock Compensation (FASB Topic 718). The assumptions used to calculate these amounts are described in Note 16 “Share-Based Payments” to our Company’s consolidated financial statements in the Annual Report. The RSUs cliff vest on May 18, 2026, or upon retirement of the director from our Board, whichever comes first. Upon vesting of RSUs, the director is paid a cash amount equal to the dividends that would have been paid during the vesting period had each RSU been an actual share of Class B common stock. 

Fees Earned or Paid in Cash Elections  

For 2023, the directors made the following elections under our Directors’ Stock Plan: 

Stock Awards  

Outstanding Equity Awards  

The table below summarizes each director’s outstanding RSUs and DSUs as of December 31, 2023.

Related Person Transactions 

Approval of Related Person Transactions 

Our Board has adopted a formal written policy for the review, approval and ratification of “related person” transactions. Under the policy, the Audit Committee is required to approve all related person transactions (except those transactions between us and affiliates or members of the Molson or Coors families, which require full Board approval in accordance with our Bylaws) with an aggregate amount involved that will, or may be expected to, exceed $120,000. Other than salary and benefits to officers and employees in the ordinary course of business, any transaction between us and affiliates or members of the Molson or Coors families, regardless of the amount involved, requires Board approval under our Bylaws pursuant to the requirements set forth therein. 

Under the policy, our directors, executive officers and beneficial owners of more than 5% of our Class A common stock, our Class B common stock, the Class A exchangeable shares, and the Class B exchangeable shares issued by Exchangeco, or other voting securities (collectively, 5% beneficial owners) are expected to disclose the material facts of any transaction that could be potentially considered a “related person” transaction to our Company. 

In determining whether to approve or ratify a transaction subject to the policy, the Audit Committee will review the relevant facts regarding the transaction including: (a) the extent of the related person’s interest in the transaction; (b) whether the transaction is on terms no less favorable than terms generally available to or from an unaffiliated third party under the same or similar circumstances; and (c) whether the related person transaction is consistent with the best interests of our Company and stockholders. 

Each of the transactions and relationships set forth below were ratified and approved in the manner and to the extent required under our related party transaction policy or Bylaws, as applicable. 

Certain Related Person Transactions 

Eric H. Molson, the father of Andrew T. Molson and Geoffrey E. Molson, serves as a Director Emeritus. In connection with his role, he has the ability to recommend up to $325,000 per year in charitable contributions.

We have contractual relationships with the Montréal Canadiens and Gestion evenko. Geoffrey E. Molson, our Chair, and Andrew T. Molson, a member of our Board, are affiliated with the general partner and one of the limited partners of CH Group Limited Partnership, the owner of the Montréal Canadiens, the Bell Centre, L’Équipe Spectra and Gestion evenko. Geoffrey E. Molson is also the President and CEO of CH Group Limited Partnership. In 2023, we made payments totaling approximately CAD $1.7 million to the Montréal Canadiens in marketing, advertising, promotional endeavors and sponsorship rights in the ordinary course of business and the Montréal Canadiens or its affiliates made payments totaling approximately CAD $9.6 million to us according to the terms of our agreements and purchased our products in the ordinary course of business. In 2023, we made payments totaling approximately CAD $1.9 million to Gestion evenko and its affiliates in marketing, advertising and promotional endeavors in the ordinary course of business. The business relationships have been in place for many years, are reviewed at least annually by the Audit Committee, and our Board has determined they are fair and reasonable and comparable to market conditions for similar business relationships.

In addition, in connection with the sale by one of our predecessor entities of its ownership interest in the Montréal Canadiens, such predecessor agreed to assume the liability associated with the Montréal Canadiens Deferred Compensation Plan (MCDC) for the benefit of the Montréal Canadiens’ players and coaches. During 2023, we made approximately CAD $97,000 in annual pension payments under the MCDC.

We have an ongoing business relationship with RES PUBLICA and its subsidiary, NATIONAL Public Relations, for strategic public relations services. Geoffrey E. Molson and Andrew T. Molson are affiliated with RES PUBLICA. Andrew T. Molson is a partner and the Chairman of RES PUBLICA, and Geoffrey E. Molson is a member of its board of directors. In 2023, we made payments to NATIONAL Public Relations totaling approximately CAD $149,000 for strategic public relations services, and no payments to RES PUBLICA. The business relationship has been in place for many years, is reviewed at least annually by the Audit Committee, and our Board has determined it is fair and reasonable and comparable to market conditions for similar business relationships.

From time to time, we employ members of the Coors and Molson families, which together own a controlling interest in our Class A shares of our Company. Hiring and placement decisions are made based upon merit and compensation packages that are offered commensurate with policies in place for all employees of Molson Coors. Peter J. Coors (son of Peter H. Coors and brother of David S. Coors), and David S. Coors (son of Peter H. Coors) and Peter J. Coors (son of Peter H. Coors) are employed by the Company. In 2023, David S. Coors received compensation in the ordinary course of business of approximately $458,280, which included salary, bonus and equity awards.  In 2023, Peter J. Coors received compensation in the ordinary course of business of approximately $331,950, which included salary, bonus and equity awards. Our policies and procedures for review, approval and ratification of related person transactions did not require review, approval or ratification of Peter J. Coors’ compensation because it was limited to salary and benefits paid to an employee in the ordinary course of business. Please see the “Director Compensation” section of this Proxy Statement for a description of Peter H. Coors’ and David S. Coors’ compensation in their respective roles as directors of our Company and for further detail regarding David S. Coors’ compensation as a non-executive employee. 

Management  

Executive Officers  

The following persons hold the executive officer positions at Molson Coors as further described below as of the Record Date.

Proposal No. 2 — Advisory Vote to Approve Named Executive Officer Compensation (the Advisory Say-on-Pay Vote)

In accordance with Section 14A of the Exchange Act, the Class A Holders and the Class B Holders, voting together as a single class, are entitled to cast a vote to approve the compensation of our NEOs as described in the “Compensation Discussion and Analysis (CD&A)” section and the “Executive Compensation” section of this Proxy Statement. This proposal is also referred to as the say-on-pay vote. We have held a say-on-pay vote at each year’s annual meeting since 2013 and based on the 2023 advisory vote regarding the frequency of say-on-pay votes, our Board has determined to hold an advisory vote on NEO compensation every year. 

In deciding how to vote on this proposal, we encourage you to read the “Compensation Discussion and Analysis (CD&A)” and “Executive Compensation” sections of this Proxy Statement. As described in more detail in those sections, we believe our compensation programs emphasize performance and accountability while maintaining alignment with medium- and long-term stockholder interests. 

We are asking our stockholders to approve the following advisory resolution at the Annual Meeting: 

“RESOLVED, that the stockholders approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the executive compensation tables and the related narrative discussion.” 

Because your vote is advisory, it will not be binding upon our Board. However, our Board values our stockholders’ opinions and the Compensation & HR Committee will take into account the outcome of the vote when considering future executive compensation arrangements.

Compensation Discussion and Analysis (CD&A) 

Introduction 

This CD&A describes our executive compensation programs and practices and explains how the Compensation & HR Committee considers performance when making compensation decisions. This discussion focuses on the compensation provided to our NEOs, who for 2023 were:

Gavin D.K. Hattersley President and CEO	Tracey I. Joubert CFO	Michelle St. Jacques Chief Commercial Officer(1)	Natalie Maciolek Chief Legal & Government  Affairs Officer(2)	Sergey Yeskov President and CEO of Molson  Coors EMEA&APAC

Executive Summary 

Linking Compensation to Strategy  

Our overall business strategy drives our compensation philosophy and the choices we make as a business. Our two primary focus areas are (i) our ambition to be first choice for our people, our consumers, and our customers, and (ii) execution against the following five pillars of our Acceleration Plan:

Our business strategy involves delivering against these pillars and using a balanced focus on both top- and bottom-line performance with a goal of achieving sustainable growth. Our annual incentive program, the Molson Coors Incentive Plan or MCIP, supports this strategy by incorporating two bottom-line metrics: Adjusted Underlying Income Before Income Taxes and Adjusted Underlying FCF; and two top-line metrics: Adjusted NSR and Adjusted NSR / HL, all weighted equally. We also include a scorecard of People & Planet metrics weighted at 10% of the overall payout for our NEOs and other senior leaders.

Similar to 2022, our PSUs for the 2023-2025 performance period are based on three independent measures weighted as follows: Relative TSR – 50%, Adjusted Cumulative NSR – 25%, and Adjusted Cumulative Underlying Income Before Income Taxes – 25%. We believe this approach emphasizes the importance of delivering against the Company’s business strategy to focus on sustainable top- and bottom-line growth. We believe that Adjusted Cumulative Underlying Income Before Income Taxes provides a direct tie to employee performance as employees understand how their actions can lead to improvements in this metric. 

Linking Compensation to Performance 

In 2023, we achieved the following Enterprise MCIP results on the metrics for our short-term incentive plans:

These results combined to produce an overall Enterprise MCIP payout at 185% of target. As discussed below under “Annual Incentives,” certain of our NEOs earn short-term incentive payouts based on the results of particular business units rather than the entire company. Like the enterprise as a whole, each of our main business units also produced strong results for the year. The Americas MCIP payout was at 175% of target and the EMEA&APAC MCIP payout was at 156% of target. 

The three-year PSUs granted in 2021 paid out at 152% based on the three year performance period of 2021-2023 because our performance was above target on NSR, above maximum on Relative TSR and slightly below target on PACC. 

2023 CEO Realizable Pay Versus Adjusted Underlying Performance

As mentioned above, variable incentive metric performance was positive for MCIP and LTIP-PSUs in 2023. The overall Enterprise MCIP for 2023 paid out at 185% of target and the 2021 to 2023 PSU awards paid out at 152%.

Realizable pay for Mr. Hattersley for 2023 was $11.67 million against a target value of $9.78 million or approximately 119% of target, primarily due to business performance and stock appreciation. Realizable pay for this comparison includes base salary, actual non-equity incentive plan payments, intrinsic value for stock options granted in 2023, RSUs granted in 2023 valued at the stock price of December 29, 2023, PSUs granted in 2023 assuming target-level PSU performance and valued at the stock price of December 29, 2023, and dividend equivalents.

Values related to performance incentive metrics shown in the chart above are reflective of final incentive plan results. MCIP incentive metrics are adjusted for the impact currency exchange rate fluctuations have on the calculations throughout the year and certain unplanned economic or business issues as approved by the Compensation & HR Committee.

Executive Compensation Governance Practices

What We Do			What We Don’t Do
	Tie a significant portion of compensation to performance			Have an executive compensation program that encourages excessive risk taking
	Use a balance of short- and long-term incentive awards with diverse performance metrics for both			Re-price stock options without stockholder approval
	Award incentive compensation subject to clawback policies			Provide excise tax gross ups to executives
	Consider peer group and comparable industry data in setting compensation			Allow hedging of Company stock
	Establish significant executive and director stock ownership guidelines and evaluate compliance annually			Award excessive perquisites
	Retain an independent compensation consultant			Offer excessive change in control or severance benefits
	Actively engage with investors regarding executive compensation and governance practices			Pay dividends or dividend equivalents prior to vesting of stock awards
	Base a portion (10%) of the short-term incentive awards on a People & Planet scorecard composed of certain quantitative People & Planet metrics

Executive Compensation Philosophy  

Our objective for our executive compensation programs is to support our business needs while being competitive in an ever-changing marketplace. To that end, our programs follow certain core principles that we believe enable us to attract and retain the leaders who will effectively develop and execute our business strategy. The Compensation & HR Committee regularly reviews these principles to ensure they meet our strategic objectives. 

In designing compensation programs and setting compensation levels, we apply the following principles: 

Pay for Performance Compensation Mix  

We pay for performance by ensuring that a significant portion of compensation for our executives is “at-risk” and varies based on the performance of the Company. As executives progress in the Company and assume more responsibility, the percentage of at-risk performance-based pay awarded to them increases. Consistent with our pay philosophy and in line with the compensation awarded at companies in our peer group, our NEOs’ annual target total direct compensation (TDC) (consisting of base salary, target annual incentive and target long-term incentive) is structured so that approximately 87% of the CEO’s compensation and approximately 76% of the other NEOs’ compensation consists of annual and long-term elements that are at-risk and vary with financial and stock performance. 

Combined, our short-term and long-term incentives are designed to drive and reward strong performance by the Company and our people. Our mix of fixed and variable compensation motivates both short-term performance on designated financial objectives and longer-term strategic performance, both of which drive value to our stockholders. 

Market Competitiveness  

We have a consistent philosophy and process for setting base salaries, annual incentive opportunities and equity grant targets for our NEOs and other top executives. Generally, we set benefits and perquisites to reflect the home country practice and applicable law. 

Each year, the Compensation & HR Committee reviews the competitiveness of our compensation program and of the program’s individual elements. For 2023, the Compensation & HR Committee used information regarding a peer group of 20 companies together with survey data from other companies in the consumer products industry to assess the competitive levels for each element of the NEOs’ compensation and, when appropriate, for benefits and perquisites. 

The Compensation & HR Committee, in consultation with the independent Compensation Consultant, selected the 2023 peer group so that our annual revenue would fall near the median of the peer group’s annual revenue. This was the same approach that was used in selecting the Company’s 2022 peer group. The Compensation & HR Committee also selected the peer group based on consideration of the following similarities:

Our 2023 peer group consisted of the following companies, which is unchanged from the 2022 peer group:

Strategically Chosen Compensation Elements  

The table below describes the purpose of each element of our pay program and how target levels for our NEOs typically compare to the peer group. The Compensation & HR Committee does not fix pay solely based on peer group benchmarks. Rather, competitive market data is only one component in the decision-making around executive compensation. The Compensation & HR Committee also considers each individual’s experience and performance, business and industry challenges, and macroeconomic factors.

Oversight of Executive Compensation Programs 

In an attempt to ensure consistent application of our compensation philosophy, we draw on the perspectives of different groups in setting objectives, reviewing performance, and determining compensation for our executive officers, as set forth in the following table. 

Roles And Responsibilities 

Components of Executive Compensation and 2023 Executive Pay Outcomes

This section describes the key elements of our executive compensation program and the 2023 awards to our NEOs. 

Base Salary  

We use base salary to provide fixed compensation that is meant to be competitive with our peers. For 2023, the Compensation & HR Committee approved the following salaries and adjustments for the NEOs other than Mr. Hattersley, whose salary in turn was approved by our Board based upon the Compensation & HR Committee’s recommendation.