DEF 14A of Constellation Brands, Inc., Jun 1, 2023

DEF 14A of Constellation Brands, Inc.

Filed Jun 1, 2023 · FY20230000016918-23-000096

Open on EDGAR

  1. Proposal 1 – Election of Directors

    Proposal 1 – Election of Directors Our Retiring Directors James A. Locke III and Jeremy S. G. Fowden are retiring from our Board at the end of the current term and are not standing for reelection at our Annual Meeting of Stockholders. We thank Messrs. Locke and Fowden for their years of dedicated service and wish each of them continued success in the future. Director Nominees With the retirements of Messrs. Locke and Fowden following the Meeting, the Board has fixed the size of the Board at eleven effective immediately prior to the election of directors at the Meeting, and has nominated eleven directors to be elected by the stockholders at the Meeting to hold office until the next Annual Meeting of Stockholders and until their successors are elected and qualified. While the size of the Board will fluctuate over time based on the specific needs of the Company, this size is within the desired range of nine to twelve directors under our Corporate Governance Guidelines to permit diversity of experience without hindering effective discussion or diminishing individual accountability. The nominees for election to the Board are the following individuals, all of whom are currently serving as directors of the Company: •Christy Clark; •Jennifer M. Daniels; •Nicholas I. Fink; •Ernesto M. Hernández; •Susan Somersille Johnson; •Jose Manuel Madero Garza; •Daniel J. McCarthy; •William A. Newlands; •Richard Sands; •Robert Sands; and •Judy A. Schmeling. Messrs. Richard Sands and Robert Sands are the nominees of WildStar pursuant to the Reclassification Agreement. Management does not anticipate that any of the nominees will become unavailable to serve for any reason, but if that should occur before the Meeting, proxies will be voted FOR another nominee or nominees to be selected by the Board. As demonstrated by the director biographies and experience, skill, qualification, and diversity information below, our Board is made up of a diverse group of leaders with substantial experience in their respective fields. Our Board believes that the combination of the various experiences, skills, and qualifications of the director nominees contributes to an effective and well-functioning Board and that, individually and in the aggregate, the director nominees possess the necessary qualifications to provide our Company with effective oversight and strategic guidance. Director Experiences, Skills, Qualifications, and Diversity The CGNR Committee recommends director nominees for director on the basis of their character, wisdom, judgment, ability to make independent analytical inquiries, business experiences, understanding of the Company’s business environment, time commitment, and acumen. This committee is responsible for assessing the appropriate balance of skills and characteristics required of Board members. When evaluating individual director candidates, the CGNR Committee considers many different skills and experiences. The following skills and experiences are considered by the CGNR Committee and the Board as being essential to creating an effective, well-rounded, and diverse Board that is empowered for proper oversight of our business:

  2. Proposal 1 – Election of Directors

    | Constellation Brands, Inc. 2023 Proxy Statement | #WORTHREACHINGFOR I 9 |

  3. Proposal 1 – Election of Directors

    | CORPORATE GOVERNANCE | Proposal 1 - Election of Directors | Table of Contents |

  4. Proposal 1 – Election of Directors

    | Experience, Skill, or Qualification | Rationale for Consideration | | Senior Management Leadership | Provides valuable judgment and experience as a current or former senior executive of a publicly traded entity or large private company. Senior management and leadership experience facilitates effective oversight of management and informs the Board’s succession planning process. | | Finance | Demonstrated experience with large-scale financial analysis and decision making is critical to the Board’s considerations of issues including capital allocation and long-term strategy. | | Beverage Alcohol Industry Experience | The beverage alcohol industry is fast-moving, complex, and highly regulated. Experience in our industry is important for understanding and reviewing our business and strategy. | | Business Operations, Strategic Planning, and/or Supply Chain | Important to have a practical understanding of developing, implementing, and assessing operating plans and business strategies. Understanding of complex manufacturing and supply chain considerations allows directors to critically evaluate our strategy and operations. | | Corporate Governance | Supports a strong Board and management accountability, transparency, and advancement of stakeholder interests. A critical skill as the Board continues to evolve its governance practices following the Reclassification. | | Accounting, Auditing, and/or Financial Reporting | Valuable in order to promote effective capital allocation, robust controls, and oversight. | | Advertising, Digital Marketing, and/or eCommerce | Critical as we seek to identify and reach new consumers, enhance consumer experiences, and develop new markets for our products. | | Innovation | Brings important experience developing new products and building and extending brands and brand families. | | Human Capital, Compensation, Talent Management, and/or Succession Planning | Provides important experience dealing with critical human resource issues supporting and enhancing our talent acquisition, retention, and development strategies. | | International (Non-U.S.) Business | Supports the Board’s oversight of key risks and opportunities involving our international operations, production facilities, and related geographic, cultural, economic, political, and legal considerations. | | Other Public Company Board Experience | An understanding of public company responsibilities and the issues commonly faced by public companies is important to navigating governance issues faced by us. |

  5. Proposal 1 – Election of Directors

    The Board is also committed to a diversified membership, in terms of both the individuals involved and their various experiences and areas of expertise, that reflects our consumers and the communities where we live and work. While the Board’s diversity definition does not include explicit references to gender, race, or ethnicity, and the Board has not adopted a policy explicitly requiring women and minorities to be included in the initial pool of candidates when selecting new director nominees, such characteristics are considered by the Board (and by any search firms engaged by us) as part of its overall refreshment process. The table below provides a high-level summary of the particular skills and qualifications of each of the director nominees approved by the CGNR Committee for election at the Meeting. The fact that a specific area of focus or experience is not designated does not mean the director nominee does not possess that skill or experience. Rather, the skills and experiences noted below are those reviewed by the CGNR Committee and the Board in making nomination decisions and as part of the Board succession planning process.

  6. Proposal 1 – Election of Directors

    | Constellation Brands, Inc. 2023 Proxy Statement | #WORTHREACHINGFOR I 10 |

  7. Proposal 1 – Election of Directors

    | CORPORATE GOVERNANCE | Proposal 1 - Election of Directors | Table of Contents |

  8. Proposal 1 – Election of Directors

    | | Christy Clark | Jennifer M. Daniels | Nicholas I. Fink | Ernesto M. Hernández | Susan Somersille Johnson | Jose Manuel Madero Garza | Daniel J. McCarthy | William A. Newlands | Richard Sands | Robert Sands | Judy A. Schmeling | | Senior Management Leadership | X | X | X | X | X | X | X | X | X | X | X | | Finance | | | X | X | X | X | X | | X | | X | | Beverage Alcohol Industry Experience | | | X | | | X | | X | X | X | | | Business Operations, Strategic Planning, and/or Supply Chain | X | X | X | X | | X | X | X | X | X | X | | Corporate Governance | X | X | | | | | X | | | X | X | | Accounting, Auditing, and/or Financial Reporting | | X | X | | | X | X | X | | | X | | Advertising, Digital Marketing, and/or eCommerce | X | X | | X | X | | X | X | X | X | X | | Innovation | | | X | X | X | X | | X | X | X | X | | Human Capital, Compensation, Talent Management, and/or Succession Planning | X | X | X | X | X | X | X | X | X | X | X | | International (Non-U.S.) Business | X | X | X | X | X | X | | X | X | X | X | | Other Public Company Board Experience | X | | X | X | X | X | X | X | | | X |

  9. Proposal 1 – Election of Directors

    Director Nominee Demographics

  10. Proposal 1 – Election of Directors

    | Gender Diversity | Ethnic Diversity | Age of Director Nominees |

  11. Proposal 1 – Election of Directors

    | Tenure of Non-Sands Family Nominees (1) | Tenure of Director Nominees | Director Independence |

  12. Proposal 1 – Election of Directors

    (1)Excludes Messrs. Richard Sands and Robert Sands, whose right to be nominated to the Board by WildStar is set forth in the Reclassification Agreement. Process for Identifying New Directors The Board selects director candidates based on the recommendation of the CGNR Committee. This committee has developed, and the Board has adopted, the Corporate Governance Guidelines which include provisions relating to composition and operation of the Board, and the Board’s interaction with management. This committee is

  13. Proposal 1 – Election of Directors

    | Constellation Brands, Inc. 2023 Proxy Statement | #WORTHREACHINGFOR I 11 |

  14. Proposal 1 – Election of Directors

    | CORPORATE GOVERNANCE | Proposal 1 - Election of Directors | Table of Contents |

  15. Proposal 1 – Election of Directors

    responsible for developing lists of desirable director candidates, screening prospective candidates, sharing information concerning the candidates and the process with the Board, and soliciting input from other members of the Board. The Board continually reviews its composition to identify the skills needed for our Company both in the near term and into the future. Ongoing strategic board succession planning, along with our compulsory retirement age for directors who joined the Board after June 2002, helps ensure that the Board continues to maintain an appropriate mix of objectivity, skills, and experiences to provide fresh perspectives and effective oversight and guidance to management, while leveraging the institutional knowledge and historical perspective of our longer-tenured directors. Historically, the CGNR Committee has used independent third-party search firms to help identify, evaluate, and conduct due diligence on potential director candidates. Using a professional search firm supports the CGNR Committee in conducting a broad search and looking at a diverse pool of potential candidates. The CGNR Committee also considers recommendations made by the members of the Board, as well as input and feedback provided to the Board by stockholders, stockholder advocacy groups, and proxy advisors on matters related to board composition (including board size, diversity, skill set, and leadership). Director Independence The Board adopted and reviews the Corporate Governance Guidelines on an annual basis. These guidelines, which were most recently revised in November 2022, include categorical standards of independence which are designed to assist the Board in determining whether certain relationships between our directors and the Company or its subsidiaries are “material relationships” for purposes of the NYSE independence standards. The Corporate Governance Guidelines, including its categorical standards of independence, are available on our investor relations website at https://ir.cbrands.com under the section entitled Governance Documents. Under those categorical standards, the following relationships are considered in connection with the Board’s determination of independence: •current or former employment of the director by the Company; •immediate family member of the director is a current or former executive officer of the Company; •compensation from the Company (other than director compensation); •material business relationships with the Company; •leadership roles with charitable organizations receiving material support from the Company; •current or former affiliations with the Company’s auditors by the director or immediate family; and •service on interlocking boards or compensation committees. Relationships not addressed by the NYSE rules or similarly described in our categorical standards of independence will not cause an otherwise independent director not to be considered independent. For relationships that do not fall within the delineated categories, the directors who are independent under the guidelines will determine whether a relationship is material and, therefore, whether such director would be independent. In April 2023, the Board reviewed the independence of each incumbent director and director nominee. Based on the Corporate Governance Guidelines, including its categorical standards of independence, the Board has affirmatively determined that none of the following directors and director nominees had any material relationship with the Company and are therefore independent: Christy Clark, Jennifer M. Daniels, Nicholas I. Fink, Jeremy S. G. Fowden, Ernesto M. Hernández, Susan Somersille Johnson, James A. Locke III, Jose Manuel Madero Garza, Daniel J. McCarthy, and Judy A. Schmeling. Accordingly, each director and director nominee, other than William A. Newlands, Richard Sands, and Robert Sands, is independent. As discussed above under the subheading “Our Retiring Directors,” Messrs. Locke and Fowden are retiring from our Board at the end of the current term and are not standing for re-election at the Meeting, and the Board has fixed the size of the Board at eleven effective immediately prior to the election of directors at the Meeting.

  16. Proposal 1 – Election of Directors

    | Constellation Brands, Inc. 2023 Proxy Statement | #WORTHREACHINGFOR I 12 |

  17. Proposal 1 – Election of Directors

    | CORPORATE GOVERNANCE | Proposal 1 - Election of Directors | Table of Contents |

  18. Proposal 1 – Election of Directors

    Therefore, following the Meeting, assuming all of the nominated directors are elected, the Board is expected to consist of eleven directors, eight of whom will be independent. In determining the independence of each director, the Board considered and deemed immaterial to the directors’ independence transactions involving charitable contributions or the sale of products and services in the ordinary course of business between the Company and companies or organizations at which some of our directors or their immediate family members were directors, officers, or employees. In each case, the amount paid to or received from these companies or organizations in each of the last three years was below thresholds in the guidelines. Specifically, the Board considered the following: •For Mr. Fowden, during the past three fiscal years we had a small commercial relationship with Primo Water Corporation for products or services, which resulted in payments to Primo of less than $120,000 per year and in the aggregate over such three-year period. •For Ms. Johnson, during the past three fiscal years we made charitable contributions to various subsidiaries and affiliated entities of United Way Worldwide, of which Ms. Johnson was a member of the USA National Board. •For Mr. Locke, during the past three fiscal years he served as Senior Counsel to our principal outside counsel, Nixon Peabody LLP. The dollar value of Mr. Locke’s interest in the fees paid to Nixon Peabody, if any, is indeterminable, but the Board has determined it to be immaterial for this purpose. Mr. Locke also served as an uncompensated director of Friends of the Constellation Brands-Marvin Sands Performing Arts Center, Inc., a registered New York charity to which we make payments for naming rights and for food and entertainment at events. The Board determined that none of these relationships impaired the independence of the directors.

  19. Proposal 1 – Election of Directors

    | Constellation Brands, Inc. 2023 Proxy Statement | #WORTHREACHINGFOR I 13 |

  20. Proposal 1 – Election of Directors

    | CORPORATE GOVERNANCE | Proposal 1 - Election of Directors | Table of Contents |

  21. Proposal 1 – Election of Directors

    Director Biographies All nominees have been directors since last year’s annual meeting. The reported age of each nominee as presented in the following biographies is as of May 26, 2023.

  22. Proposal 1 – Election of Directors

    | | Christy Clark Director since 2019 | Independent | Age 57 | Committee: Human Resources | | | Ms. Clark has served as a Senior Advisor at Bennett Jones LLP, an internationally recognized Canadian law firm, since July 2018. Prior to that, she served as the Premier of the Province of British Columbia, Canada from March 2011 through July 2017. | Other Current Public Directorships: •Shaw Communications (NYSE: SJR) •Recipe Unlimited Corporation (TSX: RECP) Other Public Directorships in the Past Five Years: •None Ms. Clark brings to the Board extensive leadership experience, as well as valuable insights into Canadian and international markets, fiscal management, and government relations. |

  23. Proposal 1 – Election of Directors

    | | Jennifer M. Daniels Director since 2018 | Independent | Age 59 | Committee: Audit | | | Ms. Daniels has served as Chief Legal Officer and Secretary of Colgate-Palmolive Company (NYSE: CL), a leading global consumer products company, since November 2014. Prior to that, she served as Senior Vice President, General Counsel, and Secretary of NCR Corporation from 2010 to 2014. She also | Other Current Public Directorships: •None Other Public Directorships in the Past Five Years: •None Ms. Daniels brings to the Board significant legal expertise with a global lens on consumer business, a strong transactional track record, and in-depth knowledge of the corporate governance requirements for publicly-traded companies. | | served as Vice President, General Counsel, and Secretary of Barnes & Noble, Inc. from 2007 through 2010. | | |

  24. Proposal 1 – Election of Directors

    | | Nicholas I. Fink Director since 2021 | Independent | Age 48 | Committee: Audit | | | Mr. Fink has served as Chief Executive Officer of Fortune Brands since January 2020. From March 2019 to January 2020, he served as President and Chief Operating Officer of Fortune Brands. From July 2016 to March 2019, he served as President of Fortune Brands’ Water Innovations group. From | Other Current Public Directorships: •Fortune Brands Innovations, Inc. (NYSE: FBIN) Other Public Directorships in the Past Five Years: •None As a current chief executive officer, Mr. Fink brings to the Board his expertise in executive leadership, extensive beverage alcohol, international business, and corporate development and legal experience, and a proven track record of leveraging consumer insights to meet consumer needs in fast moving, highly regulated markets. | | June 2015 to July 2016, Mr. Fink served as Senior Vice President of Global Growth and Development of Fortune Brands. Prior to that, he served as President, Asia Pacific and South America of Beam Suntory, Inc., a global spirits company. | | |

  25. Proposal 1 – Election of Directors

    | Constellation Brands, Inc. 2023 Proxy Statement | #WORTHREACHINGFOR I 14 |

  26. Proposal 1 – Election of Directors

    | CORPORATE GOVERNANCE | Proposal 1 - Election of Directors | Table of Contents |

  27. Proposal 1 – Election of Directors

    | | Ernesto M. Hernández Director since 2014 | Independent | Age 65 | Committee: Human Resources | | | Mr. Hernández retired from GM de Mexico, a subsidiary of General Motors Company, a global automobile manufacturing company which through a subsidiary also provides automotive financing services, effective January 16, 2020. From June 2011 until August 2019, he served as President and | Other Current Public Directorships: •Dana Incorporated (NYSE: DAN) •BRP Inc. (TSX: DOO) Other Public Directorships in the Past Five Years: •None Mr. Hernández brings to the Board his extensive leadership skills, insight, and perspective from his many years of service with a major manufacturing company as well as valuable insights regarding Mexican business operations. | | Managing Director of GM de Mexico. Prior to that time, he served as Vice President and Executive Director of Sales, Service and Marketing of GM de Mexico, having served in that role from April 2003 through May 2011. Mr. Hernández began his career with GM de Mexico in 1980 and has held numerous positions of growing responsibility within that company. | | |

  28. Proposal 1 – Election of Directors

    | | Susan Somersille Johnson Director since 2017 | Independent | Age 57 | Committee: Human Resources | | | Ms. Johnson has served as Chief Marketing Officer of Prudential Financial, Inc. (NYSE: PRU), a financial wellness leader and premier active global investment manager, since October 2020. From August 2014 to October 2020, she served as an Executive Vice President and as Chief Marketing | Other Current Public Directorships: •National Vision Holdings, Inc. (NYSE: EYE) Other Public Directorships in the Past Five Years: •None Ms. Johnson brings to the Board a proven track record of building and revitalizing brands by enhancing the client experience and a combination of skills across creative and analytical marketing specializing in big data to draw on consumer insights. | | Officer of Truist Financial Corporation, the bank holding company formed in 2019 following the merger of SunTrust Bank and BB&T. Prior to that, Ms. Johnson served as the Vice President of Global Marketing at NCR Corporation from April 2012 to August 2014. She also served as Global Head of Operator Marketing at Nokia and held leadership roles in a number of technology organizations, including Nuance Communications, Fujitsu, and Apple. | | |

  29. Proposal 1 – Election of Directors

    | | Jose Manuel Madero Garza Director since 2019 | Independent | Age 55 | Committee: Audit | | | Mr. Madero is currently an independent business consultant based out of Mexico City. He served as honorary advisor of the COFINECE (national council for the promotion of investment, employment and economic growth) at the Office of the Chief of Staff of the President of Mexico from March 2019 until | Other Current Public Directorships: •Newmont Corporation (NYSE: NEM) Other Public Directorships in the Past Five Years: •None As a former chief executive officer, Mr. Madero brings to the Board his expertise in executive leadership, international business matters, operations, finance, and strategic planning. | | his term ended in December 2019. Prior to that, he served as Chief Executive Officer of Grupo Bepensa from February 2015 through February 2019. From 2005 to 2015, Mr. Madero held various roles of growing responsibility with Monsanto Company, a global agriculture company, including Vice President of International Business Development from September 2014 to January 2015, President and Regional Lead EMEA from February 2013 to August 2014, President and Regional Lead Latin America North from August 2009 to January 2013, Vice President of Commercial Operations for Latin America South from December 2007 to August 2009, and President and Regional Lead of Australia and New Zealand, from August 2006 to December 2007. | | |

  30. Proposal 1 – Election of Directors

    | Constellation Brands, Inc. 2023 Proxy Statement | #WORTHREACHINGFOR I 15 |

  31. Proposal 1 – Election of Directors

    | CORPORATE GOVERNANCE | Proposal 1 - Election of Directors | Table of Contents |

  32. Proposal 1 – Election of Directors

    | | Daniel J. McCarthy Director since 2015 | Independent | Age 59 | Committee: Audit | | | Mr. McCarthy stepped down from Frontier Communications Corporation, a communications company, effective December 3, 2019. Since April 2015, he had served as Frontier’s President and Chief Executive Officer, having been elected to the Frontier board of directors in May 2014. Prior to | Other Current Public Directorships: •None Other Public Directorships in the Past Five Years: •Frontier Communications Corporation 2014-2019 Mr. McCarthy brings to the Board his leadership skills as well as his experience in strategic planning, financial reporting, the competitive environment, mergers and acquisitions, and regulatory affairs. | | that he was President and Chief Operating Officer from April 2012 to April 2015, and, previously, was Executive Vice President and Chief Operating Officer from January 2006 to April 2012, Senior Vice President, Field Operations from December 2004 to December 2005, and Senior Vice President, Broadband Operations from January 2004 to December 2004. Mr. McCarthy began his career with Frontier in 1990 and has held numerous positions of increasing responsibility within that company. Frontier filed a petition under Chapter 11 of the Bankruptcy Code in April 2020. | | |

  33. Proposal 1 – Election of Directors

    | | William A. Newlands Director since 2019 | Age 64 | President and Chief Executive Officer | | | Mr. Newlands has served as Chief Executive Officer of the Company since March 2019 and as President since February 2018. He served as Chief Operating Officer from January 2017 through February 2019 and as Executive Vice President of the Company from January 2015 until February 2018. From January 2016 to January 2017 he performed the role | Other Current Public Directorships: •Hormel Foods Corporation (NYSE: HRL) (Lead Director) Other Public Directorships in the Past Five Years: •Canopy Growth Corporation (NYSE: CGC) 2018-2021 Mr. Newlands brings to our Board operational leadership experience gained through holding a variety of senior management roles within the beverage alcohol industry. He also contributes a broad understanding of industry trends and innovation, as well as insights about consumer product marketing and international business. | | of President, Wine & Spirits Division and from January 2015 through January 2016 he performed the role of Chief Growth Officer. Mr. Newlands joined the Company in January 2015. Prior to that he served from October 2011 until August 2014 as Senior Vice President and President, North America of Beam Inc., as Senior Vice President and President, North America of Beam Global Spirits & Wine, Inc. from December 2010 to October 2011, and as Senior Vice President and President, USA of Beam Global Spirits & Wine, Inc. from February 2008 to December 2010. Beam Inc., a producer and seller of branded distilled spirits products, merged with a subsidiary of Suntory Holding Limited, a Japanese company, in 2014. Prior to October 2011, Beam Global Spirits & Wine, Inc. was the spirits operating segment of Fortune Brands, Inc., which was a leading consumer products company that made and sold branded consumer products worldwide in the distilled spirits, home and security, and golf markets. | | |

  34. Proposal 1 – Election of Directors

    | Constellation Brands, Inc. 2023 Proxy Statement | #WORTHREACHINGFOR I 16 |

  35. Proposal 1 – Election of Directors

    | CORPORATE GOVERNANCE | Proposal 1 - Election of Directors | Table of Contents |

  36. Proposal 1 – Election of Directors

    | | Richard Sands, Ph.D. Director since 1982 | Age 72 | | | | Mr. Sands previously served as Executive Vice Chairman of the Board of the Company from March 2019 through November 2022 and as Chairman of the Board of the Company from September 1999 through February 2019. He was employed by the Company in various capacities from 1979 through | Other Current Public Directorships: •None Other Public Directorships in the Past Five Years: •None Mr. Sands brings to the Board a depth and breadth of knowledge of the Company based on four decades of service. Mr. Sands has extensive experience with the Company's management, operations, and strategic direction, as well as substantial knowledge regarding the beverage alcohol industry. Mr. Sands was nominated to the Board by WildStar pursuant to the terms of the Reclassification Agreement. | | November 2022. He served as Chief Executive Officer from October 1993 to July 2007, as President from May 1986 to December 2002, as Chief Operating Officer from May 1986 to October 1993, and as Executive Vice President from 1982 to May 1986. He is the brother of Robert Sands. | | |

  37. Proposal 1 – Election of Directors

    | | Robert Sands Director since 1990 | Age 64 | Board Chair | | | Mr. Sands previously served as the Executive Chairman of the Board of the Company from March 2019 through November 2022 and as Chief Executive Officer of the Company from July 2007 through February 2019. Mr. Sands also served as President of the Company from December 2002 to | Other Current Public Directorships: •None Other Public Directorships in the Past Five Years: •None Mr. Sands brings to the Board over three decades of experience in a variety of legal, operational, and management roles at the Company. He also possesses substantial knowledge of, and has extensive relationships within, the beverage alcohol industry. Mr. Sands was nominated to the Board by WildStar pursuant to the terms of the Reclassification Agreement. | | February 2018, as Chief Operating Officer from December 2002 to July 2007, as Group President from April 2000 through December 2002, as Chief Executive Officer, International from December 1998 through April 2000, as Executive Vice President from October 1993 through April 2000, as General Counsel from June 1986 through May 2000, and as Vice President from June 1990 through October 1993. He is the brother of Richard Sands. | | |

  38. Proposal 1 – Election of Directors

    | Constellation Brands, Inc. 2023 Proxy Statement | #WORTHREACHINGFOR I 17 |

  39. Proposal 1 – Election of Directors

    | CORPORATE GOVERNANCE | Proposal 1 - Election of Directors | Table of Contents |

  40. Proposal 1 – Election of Directors

    | | Judy A. Schmeling Director since 2013 | Independent | Age 63 | Committees: Audit (Chair) Corporate Governance, Nominating, and Responsibility | | | Ms. Schmeling served as Chief Operating Officer of HSN, Inc., an interactive multichannel retailer, from May 2013 to December 2017 and as President of Cornerstone Brands, a retailing segment of HSN, Inc., from August 2016 to December 2017. She also served as Chief Financial Officer of HSN, Inc. from | Other Current Public Directorships: •Canopy Growth Corporation (NYSE: CGC) (Chair) •Casey’s General Stores, Inc. (Nasdaq: CASY) Other Public Directorships in the Past Five Years: •None Ms. Schmeling has been a chief operating officer of a public company and brings to the Board extensive accounting and financial expertise and valuable experience associated with operations as well as with the oversight of treasury, financial planning and analysis, tax, and investor relations functions. | | May 2013 to November 2016. From August 2008 to May 2013, Ms. Schmeling served as HSN, Inc.’s Executive Vice President and Chief Financial Officer. Prior to that, Ms. Schmeling held positions of increasing responsibility within the HSN operating segment. She served as Executive Vice President and Chief Financial Officer of HSN (when it was IAC Retailing) from February 2002 to August 2008; as Senior Vice President, Finance from November 1999 to February 2002; as Chief Operating Officer of international operations from January 2001 to February 2002; as Vice President, Strategic Planning and Analysis from January 1998 to November 1999; and as Director of Investor Relations and Operating Vice President, Finance from September 1994 to January 1998 (during the time when HSN was a separately traded public company). | | |

  41. Proposal 1 – Election of Directors

    Each director shall be elected by the affirmative vote of the holders of a majority of the votes entitled to be cast by stockholders present in person or represented by proxy at the Meeting and entitled to vote on the election of directors. For this purpose, a majority of the votes entitled to be cast shall mean that the number of shares voted “for” a director’s election exceeds 50% of the number of votes cast with respect to that director’s election. Votes cast shall include votes “for” and votes “against” and exclude “abstentions” and “broker non-votes” with respect to that director’s election. The Board recommends a vote “FOR” all nominees.

  42. Proposal 1 – Election of Directors

    | Constellation Brands, Inc. 2023 Proxy Statement | #WORTHREACHINGFOR I 18 |

  43. Proposal 1 – Election of Directors

    | CORPORATE GOVERNANCE | Board and Committee Composition | Table of Contents |

  44. Compensation Committee Interlocks and Insider Participation

    | CORPORATE GOVERNANCE | Director Compensation | Table of Contents |

  45. Director Compensation

    Director Compensation The CGNR Committee advises the Board with regard to compensation of non-management directors. The CGNR Committee directly engaged FW Cook as its independent compensation consultant to assist with such matters during Fiscal 2023. Management personnel within the Human Resources Department support the CGNR Committee and the Board in their work concerning non-management director compensation. Executive officers may make recommendations or provide information to, or answer questions from, the CGNR Committee and the Board regarding non-management director compensation. Mr. Newlands, who is also an executive officer of the Company, receives no additional compensation for serving as a director. Messrs. Robert Sands and Richard Sands were employees and officers of the Company through November 10, 2022, and received no additional compensation for their service as a director during such period. As Robert Sands and Richard Sands are named executive officers for Fiscal 2023, their respective non-management director compensation for the period of Fiscal 2023 following their retirements on November 10, 2022 is set forth below in the Summary Compensation Table and related compensation tables. Our compensation program for non-management members of the Board currently runs on an annual cycle starting with the first Board meeting immediately following the Annual Meeting of Stockholders and includes compensation in the form of cash, RSUs, and NQSOs. As part of the annual compensation review process, our director compensation program was reviewed by FW Cook in June 2022. In light of the Company’s competitive positioning, increases made in July 2021, and the current environment, FW Cook proposed no changes be made to the current compensation levels at that time. The recommendation was reviewed and approved by the Board at its July 19, 2022 meeting. In FW Cook’s review and recommendation in June 2022 to continue the existing director compensation program, FW Cook informed the CGNR Committee that the structure of our director compensation program continues to be generally aligned with peer group policy and broader market practices. For the annual cycle starting with the first Board meeting immediately following the 2022 Annual Meeting of Stockholders, our annual compensation program for non-management directors consisted of: •an annual cash retainer of $100,000, payable in quarterly installments; •an annual cash retainer of $15,000 to the Chair of the CGNR Committee, payable in quarterly installments; •an annual cash retainer of $20,000 to the Chairs of each of the Audit Committee and the Human Resources Committee, payable in quarterly installments; •an annual cash retainer of $30,000 to the Board’s Lead Director, if any, payable in quarterly installments; •an NQSO grant with a grant date fair value of $55,000; and •an RSU award with a grant date fair value of $115,000. On July 19, 2022, non-management directors were granted: •749 NQSOs to purchase Class 1 Stock at an exercise price of $244.73 that are exercisable for a ten-year period. These options vest six months from the grant date, subject to earlier vesting in the event of death or disability; and •469 RSUs, which vest on the first July 10th following the grant date, subject to earlier vesting in the event of death, disability, or a change-in-control of the Company. We reimburse our non-management directors for reasonable expenses incurred in connection with attending Board and Board committee meetings. For the 2022 calendar year, we made an annual $10,000 cash payment to each of our non-management directors to be used towards purchases of our products. We also maintain a charitable matching program pursuant to which we will match donations by directors up to $5,000 per year to charitable organizations focused on health, education, or the arts. During Fiscal 2023, Messrs. Fink, Locke, and McCarthy each had $5,000 in donations matched by us under this program.

  46. Director Compensation

    | Constellation Brands, Inc. 2023 Proxy Statement | #WORTHREACHINGFOR I 27 |

  47. Director Compensation

    | CORPORATE GOVERNANCE | Director Compensation | Table of Contents |

  48. Director Compensation in Fiscal 2023

    Director Compensation in Fiscal 2023

  49. Director Compensation in Fiscal 2023

    | Director | Fees Earned or Paid in Cash (1) | Stock Awards (2) | Option Awards (3) | All Other Compensation (4) | Total | | Christy Clark | $100,000 | $114,778 | $54,999 | $10,000 | $279,777 | | Jennifer M. Daniels | $182,998 | $114,778 | $54,999 | $10,000 | $362,775 | | Nicholas I. Fink | $100,000 | $114,778 | $54,999 | $15,000 | $284,777 | | Jeremy S. G. Fowden | $192,999 | $114,778 | $54,999 | $10,000 | $372,776 | | Ernesto M. Hernández | $100,000 | $114,778 | $54,999 | $10,000 | $279,777 | | Susan Somersille Johnson | $100,000 | $114,778 | $54,999 | $10,000 | $279,777 | | James A. Locke III | $145,000 | $114,778 | $54,999 | $15,000 | $329,777 | | Jose Manuel Madero Garza | $172,999 | $114,778 | $54,999 | $10,000 | $352,776 | | Daniel J. McCarthy | $172,999 | $114,778 | $54,999 | $15,000 | $357,776 | | Judy A. Schmeling | $120,000 | $114,778 | $54,999 | $10,000 | $299,777 |

  50. Director Compensation in Fiscal 2023

    (1)The amounts in this column include cash retainers (i) for Board and Board committee service and (ii) for serving as Lead Director that were earned or paid during Fiscal 2023. (2)These amounts represent the grant date fair value of RSU awards granted in Fiscal 2023. This represents the aggregate amount that we expected to expense for such grants computed in accordance with Topic 718 over the grants’ respective vesting schedules. We do not include any impact of estimated forfeitures related to service-based vesting terms in these calculations. Each non-management director, excluding Messrs. Robert Sands and Richard Sands, held an aggregate of 469 unvested RSUs at the end of Fiscal 2023. (3)These amounts represent the grant date fair value of stock options granted in Fiscal 2023 computed in accordance with Topic 718. We do not include any impact of estimated forfeitures related to service-based vesting terms in these calculations. Assumptions used in calculating these values may be found in Note 18 of our financial statements in our 2023 Form 10-K. All Fiscal 2023 stock option awards to non-management directors, excluding Messrs. Robert Sands and Richard Sands, fully vested during the fiscal year, and we completely expensed these awards during Fiscal 2023. The aggregate number of shares subject to stock option awards outstanding at the end of Fiscal 2023 for each non-management director, excluding Messrs. Robert Sands and Richard Sands, was: Ms. Clark – 4,221; Ms. Daniels – 5,221; Mr. Fink – 2,333; Mr. Fowden – 10,517; Mr. Hernández – 10,517; Ms. Johnson – 6,472; Mr. Locke – 13,267; Mr. Madero – 4,221; Mr. McCarthy – 7,739; and Ms. Schmeling – 8,911. (4)The amounts in this column include each non-employee director’s product allowance in the amount of $10,000 and a $5,000 matching donation provided by the Company on behalf of Messrs. Fink, Locke, and McCarthy pursuant to a charitable matching program available to all U.S. employees and directors. Non-Management Director Stock Ownership Guidelines The Board has established guidelines for the amounts of our common stock that our non-management members of the Board should beneficially own. Under those guidelines, directors are expected to hold stock interests valued at five times their annual cash retainer by the end of an initial five-year accumulation period and to maintain such an ownership level thereafter. The five-year period is measured from the date the individual is first elected as a member of the Board. The ownership guidelines can be satisfied by the ownership of stock or unvested RSUs. Unexercised stock options do not count towards meeting the guidelines. As of February 28, 2023, each of our non-management directors have met the guidelines or are within the initial five-year accumulation period for meeting such guideline.

  51. Director Compensation in Fiscal 2023

    | Constellation Brands, Inc. 2023 Proxy Statement | #WORTHREACHINGFOR I 28 |

  52. Director Compensation in Fiscal 2023

    | AUDIT MATTERS | Proposal 2 - Ratification of the Selection of KPMG LLP | Table of Contents |

  53. Compensation Highlights

    Compensation Highlights Fiscal 2023 Compensation Outcomes Based on our business performance for Fiscal 2023, our executive compensation program achieved the following outcomes: •For our Fiscal 2023 AMIP, we achieved approximately 102% of the Net Sales target and approximately 102% of the Comparable EBIT target, and we exceeded the maximum performance level for the FCF goal, resulting in AMIP payments at approximately 155% of the target award. •Our Fiscal 2021-2023 relative TSR PSU program delivered approximately 67% of the target award based on Constellation’s 39th percentile TSR performance relative to the TSR performance of the companies in the S&P 500 Index.

  54. Compensation Highlights

    Fiscal 2024 Program Changes For Fiscal 2024, the Committee implemented the following changes for our executive compensation program: •Increased the percentage of long-term equity incentives delivered in the form of PSUs from 25% to 50% of the target award value. •Moved away from a single relative TSR metric for the PSU program. For Fiscal 2024 annual equity awards, the PSU component is now measured against two equally-weighted performance measures: ◦The first 50% of the PSU is based on the compound annual growth rate of our organic net sales measured over a three-year period; and ◦The remaining 50% of the PSU continues to be based on relative TSR, however, such performance is no longer measured against the companies in the S&P 500 Index but rather the companies in the S&P 500 Food, Beverage, and Tobacco Index, which the Committee views as more aligned to our competitive set. •For the relative TSR portion of the Fiscal 2024 PSU program, we implemented a payout cap at target in the event that our TSR is negative over the three-year performance period, regardless of our relative performance against the S&P 500 Food, Beverage, and Tobacco Index.

  55. What Were Our Developments and Accomplishments in Fiscal 2023?

    | Performance Measures under our Fiscal 2023 AMIP | Fiscal 2023 AMIP Target | Fiscal 2023 Results | Fiscal 2023 Results as a % of Fiscal 2023 AMIP Target | Fiscal 2022 Results | Fiscal 2023 Results as a % of Fiscal 2022 Results | | ($ in millions) | | | | | | | Net Sales | $9,295.2 | $9,452.6 | 101.7% | $8,820.7 | 107.2% | | Comparable EBIT (1) | $3,001.6 | $3,066.2 | 102.2% | $2,966.7 | 103.4% | | FCF (1) | $1,296.7 | $1,721.5 | 132.8% | $1,678.6 | 102.6% |

  56. Key Executive Compensation Actions for Fiscal 2023

    Key Executive Compensation Actions for Fiscal 2023 Chief Executive Officer; Former Executive Chairman and Executive Vice Chairman Through the retirements of Messrs. Robert Sands and Richard Sands as executive officers of the Company on November 10, 2022, Constellation continued to operate under the leadership structure put in place on March 1, 2019. Under that structure, Mr. Newlands was our President and Chief Executive Officer; Mr. Robert Sands was our Executive Chairman of the Board; and Mr. Richard Sands was our Executive Vice Chairman of the Board. Effective upon the closing of the Reclassification, Mr. Newlands continued as our President and Chief Executive Officer, Mr. Robert Sands became our non-executive Chair of the Board, and Mr. Richard Sands retired as an executive officer while continuing as a non-executive director. As discussed further below, the Committee approved a compensation package for each of Messrs. Newlands, Robert Sands, and Richard Sands for Fiscal 2023: •Mr. Newlands’ base salary increased from $1,300,000 to $1,350,000 as part of the Company-wide salary planning initiative; Mr. Robert Sands’ base salary remained at $1,020,000; and Mr. Richard Sands’ base salary remained at $867,000. •The short-term cash incentive target for each of Messrs. Newlands, Robert Sands, and Richard Sands remained unchanged at 150% of base salary. •The long-term equity incentive target for Mr. Newlands was set at $10,000,000, the long-term equity incentive target for Mr. Robert Sands was set at $4,080,000, and the long-term equity incentive target for Mr. Richard Sands was set at $3,468,000. Payments of base salary ceased upon the retirement of Messrs. Robert Sands and Richard Sands, and the amount of their Fiscal 2023 AMIP payments were pro-rated based on base salary paid through the retirement date. Following their retirements and assuming compliance with certain restrictive covenants under the LTSIP and related equity award agreements, outstanding unvested equity awards continue to vest pursuant to their terms and outstanding vested NQSOs remain exercisable for the remainder of the ten-year term of such awards. Following their retirements, Messrs. Robert Sands and Richard Sands participate in the non-management director compensation program and received pro-rated compensation for such service in Fiscal 2023. Chief Financial Officer Mr. Garth Hankinson is our Executive Vice President and Chief Financial Officer. For Fiscal 2023, in order to recognize Mr. Hankinson’s strong performance, the Committee increased his base salary from $715,000 to

  57. Key Executive Compensation Actions for Fiscal 2023

    $757,900, increased his short-term cash incentive target from 90% to 100% of base salary, and approved a long-term equity incentive award target of $3,068,960. President, Wine & Spirits Division Mr. Robert Hanson is our Executive Vice President and President, Wine & Spirits Division. For Fiscal 2023, the Committee increased his base salary from $836,605 to $865,886 in a manner consistent with increases for the broader employee population, maintained his short-term cash incentive target at 95% of base salary, and approved a long-term equity incentive award target of $3,210,471. Chief Legal Officer Mr. James O. Bourdeau is our Executive Vice President and Chief Legal Officer. For Fiscal 2023, the Committee increased his base salary from $620,000 to $647,900 in recognition of his strong performance and criticality to the Company’s long-term strategy, maintained his short-term cash incentive target at 70% of base salary, and approved a long-term equity incentive award target of $2,554,960. President, Beer Division Mr. James A. Sabia, Jr. became our Executive Vice President and President, Beer Division in January 2022. For Fiscal 2023 and in connection with his promotion to this role, the Committee increased his base salary from $600,000 to $700,000, increased his short-term cash incentive target from 70% to 90% of base salary, and approved a long-term equity incentive award target of $1,650,000. Short-Term Cash Incentive Payouts for Fiscal 2023 After the conclusion of Fiscal 2023, the Committee reviewed our performance and approved short-term cash incentive payments to our named executive officers under our AMIP, which operates under our stockholder approved LTSIP. For Fiscal 2023, Company performance achieved approximately 102% of the Net Sales target performance level, approximately 102% of the Comparable EBIT target performance level, and exceeded the maximum performance level for FCF performance. Based on the Fiscal 2023 results, Messrs. Newlands, Robert Sands, Richard Sands, and Bourdeau received AMIP payments at approximately 155% of the target awards set by the Committee. The Company’s strong performance against the Fiscal 2023 operating plan also resulted in similar attainment against performance goals under the broad-based employee incentive plans. Achievement against the performance goals under the broad-based annual incentive plan for the general corporate employee population also resulted in a similar payout of approximately 155% of target. Mr. Hanson had a portion of his AMIP measured against Wine & Spirits Division performance and Mr. Sabia had a portion of his AMIP measured against Beer Division performance. Therefore, the Committee also reviewed the performance of these divisions against their respective performance goals under the Fiscal 2023 AMIP. For Fiscal 2023, each of the Wine & Spirits Division and the Beer Division achieved approximately 102% of their respective Net Sales target performance levels, the Wine & Spirits Division achieved approximately 96% of its respective Comparable EBIT target, and the Beer Division achieved approximately 104% of its respective Comparable EBIT target. Based on such performance, Mr. Hanson received approximately 134% of his target award and Mr. Sabia received approximately 163% of his target award. More detail on the relevant performance goals and related payouts are discussed below under the heading “Short-Term Cash Incentives: Fiscal 2023 AMIP.” PSU Performance Period Ending in Fiscal 2023 In April 2023, the Committee reviewed our results for the Fiscal 2021-2023 performance period for purposes of certifying performance pursuant to the relative TSR PSU awards granted in April 2020. In April 2023, the Committee certified relative TSR achievement for these PSU awards at the 39th percentile relative to the companies in the S&P 500 resulting in a payout of approximately 67% of the target award levels set by the

  58. Key Executive Compensation Actions for Fiscal 2023

    | Performance Criteria | Threshold Performance Level (25%) | Target Performance Level (100%) | Maximum Performance Level (200%) | Relative TSR Performance | Payout Results Based on Performance | | Relative TSR During Fiscal 2021-2023 | 25th Percentile | 50th Percentile | 75th Percentile (or higher) | Achieved approximately 39th percentile relative TSR performance | Payout in shares equal to approximately 67% of target payout upon satisfaction of the service vesting requirement on May 1, 2023 |

  59. How Are Compensation Decisions Made?

    in responsibilities. In making these determinations, the Committee may consider Company performance, the individual performance of a named executive officer, information from FW Cook (the Committee’s independent compensation consultant), and recommendations from management. As part of this process, the Committee may also review tally sheets comparing current and proposed base salaries, short-term cash incentive bonuses, and long-term equity incentives. Role of Management Management personnel within our Human Resources Department support the Committee in its work. Executive officers may make recommendations and provide information to, and answer questions from, the Committee as the Committee fulfills its responsibilities regarding executive compensation. However, none of our named executive officers make recommendations directly to the Committee regarding their own compensation. Role of the Compensation Consultant The Committee directly engaged FW Cook as its independent compensation consultant for Fiscal 2023. FW Cook assisted with the Committee’s review and analysis of executive compensation, including assessing the continued impact of COVID-19 on executive compensation programs, and providing information on executive compensation trends and regulatory developments. FW Cook also provided data and advice related to peer group, Executive Chairman comparator group, and general executive compensation survey data, which the Committee used as a market check in connection with its compensation decisions. During Fiscal 2023, those decisions included the individual and aggregate compensation of our Chief Executive Officer, former Executive Chairman, and former Executive Vice Chairman, base salary adjustments, adjustments to AMIP and long-term equity incentive targets for our other named executive officers, and Committee deliberations on other elements of executive compensation. As discussed above under the subheading “The Role of Compensation Consultants,” the Committee has considered the independence of FW Cook and, based on such review, has not identified any conflicts of interest regarding the services of FW Cook or its employees. Use of Peer Groups The Committee utilizes peer groups when designing our executive compensation program and to review the competitiveness of a particular level of compensation. The Committee utilized two peer groups when considering Fiscal 2023 executive compensation because an additional peer group was needed to review market data for roles similar to the Executive Chairman role held by Mr. Robert Sands prior to his retirement in November 2022. Executive Compensation Peer Group To provide competitive executive compensation, the Committee annually considers the available pay data of an executive compensation peer group. In October 2021, the Committee approved the peer group considered for Fiscal 2023 compensation decisions for our named executive officers. In establishing this peer group, the Committee worked with FW Cook to assess the appropriate size, type, and complexity of potential peers. Specifically, the Committee: (1) reviewed metrics such as gross revenues (targeting companies with gross revenues between 0.4 and 2.5 times those of the Company), market capitalization (targeting companies with market capitalizations between 0.33 and 3.0 times that of the Company), and profit margin structure; (2) considered whether the potential peers were competitors for executive talent or investor capital; (3) considered whether the potential peers were a “peer-of-peers” (a common member of the peer groups of the Company’s peer group companies); and (4) assessed the overall reasonableness of designating a particular potential peer as a member of the Company’s peer group. The Committee, with assistance from its independent compensation consultant FW Cook, annually reviews the composition of the executive compensation peer group to determine whether any changes are appropriate. Following its review in October 2021, the Committee determined that no changes were needed at that time. The executive compensation peer group for Fiscal 2023 compensation decisions for our named executive officers consisted of the following 17 companies, which emphasize companies in the consumer goods industry, with a focus on companies in the beverage alcohol industry and/or those that are involved in managing and marketing premium brands:

  60. Fiscal 2023 Executive Compensation Peer Group

    Fiscal 2023 Executive Compensation Peer Group

  61. Fiscal 2023 Executive Compensation Peer Group

    | •Brown-Forman Corporation | •J. M. Smucker Company (The) | | •Campbell Soup Company | •Kellogg Company | | •Clorox Company (The) | •Keurig Dr Pepper Inc. | | •Colgate-Palmolive Company | •McCormick & Company, Incorporated | | •Conagra Brands, Inc. | •Molson Coors Brewing Company | | •Diageo plc | •Monster Beverage Corporation | | •Estée Lauder Companies Inc. (The) | •Starbucks Corporation | | •General Mills, Inc. | •YUM! Brands | | •Hershey Company (The) | |

  62. Fiscal 2023 Executive Compensation Peer Group

    FW Cook presented information to the Committee in October 2021 indicating that our revenues were at the 36th percentile, and our market capitalization was at the 65th percentile, in each case, of these peer group companies. The executive compensation peer group data shared with the Committee by FW Cook in January 2022 indicated that our Chief Executive Officer’s target TDC approximated the median of peer group practice for his third year in the Chief Executive Officer role. This peer group data also indicated that the aggregate target TDC of each of our Chief Executive Officer, former Executive Chairman, and former Executive Vice Chairman was within the competitive range of the 75th percentile of peer group practice compared to the three most highly compensated executives at each peer group company. The Committee believed at that time that this positioning appropriately reflected our culture, the dynamics of our industry, the experience, expected contributions, and unique skill sets and knowledge of our business embodied in these executives, as well as their sustained performance. Executive Chairman Compensation Comparator Group Due to insufficient market data for the Executive Chairman role among our peer group companies, a separate comparator group of companies was used to review the level of the former Executive Chairman’s Fiscal 2023 compensation. This separate comparator group consisted of a set of size-appropriate (revenues between 0.25 and 4 times those of the Company), broader market general industry companies with a leadership structure similar to ours. For Fiscal 2023, this executive chairman comparator group consisted of the following 16 companies:

  63. Fiscal 2023 Executive Chairman Comparator Group

    Fiscal 2023 Executive Chairman Comparator Group

  64. Fiscal 2023 Executive Chairman Comparator Group

    | •1-800-Flowers.com | •Hyatt Hotels Corp. | | •Carnival Corp. | •J. M. Smucker Company (The) | | •CenterPoint Energy, Inc. | •News Corp. | | •CGI, Inc. | •O’Reilly Automotive, Inc. | | •D.R. Horton, Inc. | •Ralph Lauren Corp. | | •Estée Lauder Companies Inc. (The) | •Ross Stores, Inc. | | •Garmin Ltd. | •Select Medical Holdings Corp. | | •Host Hotels & Resorts, Inc. | •Westlake Chemical Corp. |

  65. Fiscal 2023 Executive Chairman Comparator Group

    FW Cook presented information to the Committee in January 2022 indicating that our revenues approximated the 56th percentile, and our market capitalization was at the 92nd percentile, in each case, of these companies. The Committee received data from FW Cook in January 2022 indicating that the compensation for our former Executive Chairman, Mr. Robert Sands, was between the median and the 75th percentile of the executive chairman comparator group practice. In addition to its review of peer group executive compensation data, the Committee may review general industry executive compensation survey data when insufficient peer group data is available for a specific executive position or as another means of performing a market check on our overall executive compensation program or on individual components of the program. This information assists the Committee in its executive compensation decision making process.

  66. Fiscal 2023 Executive Chairman Comparator Group

    | Constellation Brands, Inc. 2023 Proxy Statement | #WORTHREACHINGFOR I 40 |

  67. Fiscal 2023 Executive Chairman Comparator Group

    | EXECUTIVE COMPENSATION | Compensation Discussion and Analysis | Table of Contents |

  68. How Do We Compensate Our Named Executive Officers?

    | | Pay Element | | Objective & Performance Rewarded | | Fixed | Annual | Base Salary | Provide current, predictable compensation for day-to-day services, taking into account individual roles, responsibilities, and performance as well as respective experience and abilities | | Performance Based | Annual | AMIP (annual cash incentive) | Achieve annual goals measured in terms of financial performance (Net Sales, Comparable EBIT, and FCF) linked to creation of stockholder value | | | Long-Term | PSUs | Establish long-term performance alignment and drive retention. Relative TSR provides an effective comparison of our performance against our competitive set and the broader market. PSUs typically require continuous service through a three-year performance period. | | | | NQSOs | Reward absolute value creation (NQSOs have no value unless our stock price increases after the grant date) and historically vest pro rata annually over four years, encouraging both performance and retention | | | | RSUs | Provide link to stockholder value creation and drive retention, historically vesting pro rata annually over four years |

  69. Short-Term Cash Incentives: Fiscal 2023 AMIP

    Short-Term Cash Incentives: Fiscal 2023 AMIP For Fiscal 2023, we awarded short-term cash incentive opportunities to our named executive officers based on Company performance under the AMIP. In the case of our Division Presidents (Messrs. Hanson and Sabia, a portion of the Fiscal 2023 AMIP was also based on divisional performance. Company Performance In April 2022, the Committee determined that performance would be measured under the Fiscal 2023 AMIP based on a weighted mix of three performance measures: Net Sales, Comparable EBIT, and FCF. For our named executive officers other than Messrs. Hanson and Sabia, Net Sales, Comparable EBIT, and FCF were each measured at the consolidated corporate level. For Messrs. Hanson and Sabia, half of the Net Sales and Comparable EBIT performance was measured against the performance of the Wine & Spirits Division or the Beer Division, respectively. Threshold performance against the Comparable EBIT performance goal was required for any payment to be made under the Fiscal 2023 AMIP. The Committee selects targets for Net Sales, Comparable EBIT, and FCF that it views as challenging but achievable. For Fiscal 2023, each target corresponded to the targeted level of performance under our Fiscal 2023 operating plan approved by the Board in April 2022. Despite our strong Net Sales and Comparable EBIT performance for Fiscal 2021 and Fiscal 2022, the Committee continued to set challenging performance goals for Fiscal 2023: •The Fiscal 2023 target performance level for Net Sales was set in excess of each of our Fiscal 2022 target performance level, maximum performance level, and actual results. •The Fiscal 2023 target performance level for Comparable EBIT was set in excess of each of our Fiscal 2022 target performance level, maximum performance level, and actual results. •The Fiscal 2023 target performance level for FCF was set below our Fiscal 2022 target and actual performance results due to planned incremental capital expenditures related to beer capacity expansion investments in Mexico. Actual FCF performance for Fiscal 2023 exceeded target and maximum due to, among other factors: •management’s delivery of operating cash flow of over $2.8 billion, which was at the high-end of our $2.6 - $2.8 billion guidance range; and •timing shifts in the spend for certain materials and equipment investments at our current Mexican breweries, due in part to management's continued productivity initiatives that have unlocked three million hectoliters of incremental capacity (an 8% increase in capacity) from the existing footprint of our facilities, and management's decision to use the time provided by that additional production flexibility to optimize new additional production to better support the strong growth of our Modelo Chelada brands. In addition to challenging year-over-year increases to Net Sales and Comparable EBIT thresholds, targets, and maximum performance levels, in order to further recognize the strong performance for Fiscal 2021 and Fiscal 2022, the Committee widened the Fiscal 2023 performance curve between target and maximum for Comparable EBIT. The result of this widening was to require even stronger Comparable EBIT performance as compared to Fiscal 2022 in order to earn a maximum payout for Fiscal 2023. The following chart sets forth the material terms of our Fiscal 2023 AMIP:

  70. Short-Term Cash Incentives: Fiscal 2023 AMIP

    | Performance Measures | Definition | Purpose | Weighting | Fiscal 2023 Goals | Company Performance (1) | | Bonus Payout (1) | | ($ in millions) | | | | | | | | | Net Sales | Net sales less net sales of products of acquired businesses, historical net sales of products which have been disposed of, or historical net sales of a business that has been contributed to a joint venture. | Serves as a measure of our ability to grow market share | 40% (20% for Mr. Hanson and Mr. Sabia) | | <96.5% | | 0% | | | | | | $8,969.9 | 96.5% | Threshold | 25% | | | | | | $9,295.2 | 100.0% | Target | 100% | | | | | | $9,620.6 | 103.5% | Maximum | 200% |

  71. Short-Term Cash Incentives: Fiscal 2023 AMIP

    | Constellation Brands, Inc. 2023 Proxy Statement | #WORTHREACHINGFOR I 42 |

  72. Short-Term Cash Incentives: Fiscal 2023 AMIP

    | EXECUTIVE COMPENSATION | Compensation Discussion and Analysis | Table of Contents |

  73. Short-Term Cash Incentives: Fiscal 2023 AMIP

    | Performance Measures | Definition | Purpose | Weighting | Fiscal 2023 Goals | Company Performance (1) | | Bonus Payout (1) | | ($ in millions) | | | | | | | | | Net Sales: Wine & Spirits Division | | | 20% (only for Mr. Hanson) | | <96.5% | | 0% | | | | | | $1,886.8 | 96.5% | Threshold | 25% | | | | | | $1,955.2 | 100.0% | Target | 100% | | | | | | $2,023.6 | 103.5% | Maximum | 200% | | Net Sales: Beer Division | | | 20% (only for Mr. Sabia) | | <96.5% | | 0% | | | | | | $7,064.2 | 96.5% | Threshold | 25% | | | | | | $7,320.4 | 100.0% | Target | 100% | | | | | | $7,576.7 | 103.5% | Maximum | 200% | | Comparable EBIT (2) | EBIT is the sum of our net income (loss) attributable to CBI plus net income (loss) attributable to noncontrolling interest, provision for (benefit from) income taxes, loss on extinguishment of debt, and interest expense. When calculating Comparable EBIT, we exclude the effects of comparable adjustments and Canopy EIE. | Serves as a measure of our profitability | 40% (20% for Mr. Hanson and Mr. Sabia) | | <94.5% | | 0% | | | | | | $2,836.5 | 94.5% | Threshold | 25% | | | | | | $3,001.6 | 100.0% | Target | 100% | | | | | | $3,166.7 | 105.5% | Maximum | 200% | | Comparable EBIT: Wine & Spirits Division | | | 20% (only for Mr. Hanson) | | <95.0% | | 0% | | | | | | $491.5 | 95.0% | Threshold | 25% | | | | | | $517.4 | 100.0% | Target | 100% | | | | | | $543.2 | 105.0% | Maximum | 200% | | Comparable EBIT: Beer Division | | | 20% (only for Mr. Sabia) | | <95.0% | | 0% | | | | | | $2,622.8 | 95.0% | Threshold | 25% | | | | | | $2,760.9 | 100.0% | Target | 100% | | | | | | $2,898.9 | 105.0% | Maximum | 200% | | FCF | Net cash provided by (used in) operating activities less purchase of property, plant and equipment. | Reflects our ability to generate the cash required to operate the business and pay down debt | 20% | | <80.0% | | 0% | | | | | | $1,037.3 | 80.0% | Threshold | 25% | | | | | | $1,296.7 | 100.0% | Target | 100% | | | | | | $1,556.0 | 120.0% | Maximum | 200% |

  74. Short-Term Cash Incentives: Fiscal 2023 AMIP

    (1)Company performance and bonus payout are each presented as a percentage of target. (2)As set forth under the terms of the AMIP, the required performance goals for Fiscal 2023 consolidated and Wine & Spirits Division Net Sales and Comparable EBIT were adjusted to remove the effects of certain acquisitions and divestitures during Fiscal 2023. The required performance goals for Fiscal 2023 Comparable EBIT were further adjusted to remove the effects of certain Board-approved expenses related to our digital business acceleration program. The required performance goals for Fiscal 2023 divisional (i) Net Sales and (ii) Comparable EBIT were adjusted to account for foreign currency adjustments.

  75. Short-Term Cash Incentives: Fiscal 2023 AMIP

    | Constellation Brands, Inc. 2023 Proxy Statement | #WORTHREACHINGFOR I 43 |

  76. Short-Term Cash Incentives: Fiscal 2023 AMIP

    | EXECUTIVE COMPENSATION | Compensation Discussion and Analysis | Table of Contents |

  77. Short-Term Cash Incentives: Fiscal 2023 AMIP

    In April 2023, the Committee certified the payout under our Fiscal 2023 AMIP based on consolidated corporate performance to all of our named executive officers other than Messrs. Hanson and Sabia at 154.9% of target as follows:

  78. Short-Term Cash Incentives: Fiscal 2023 AMIP

    | | Fiscal 2023 Actual Results | Percent of Approved Plan | Fiscal 2023 Bonus Payout % (1) | Weighting | Resulting Weighted % (1) | | ($ in millions) | | | | | | | Net Sales | $9,452.6 | 101.7% | 148.3% | 40% | 59.3% | | Comparable EBIT | $3,066.2 | 102.2% | 139.1% | 40% | 55.6% | | FCF | $1,721.5 | 132.8% | 200.0% | 20% | 40.0% | | | | | | | 154.9% |

  79. Short-Term Cash Incentives: Fiscal 2023 AMIP

    (1)Fiscal 2023 bonus payout percentage and resulting weighted percentage are presented as a percentage of target. In April 2023, the Committee certified the payout under our Fiscal 2023 AMIP based on consolidated corporate performance and Wine & Spirits Division performance to Mr. Hanson at 133.9% of target as follows:

  80. Short-Term Cash Incentives: Fiscal 2023 AMIP

    | | Fiscal 2023 Actual Results | Percent of Approved Plan | Fiscal 2023 Bonus Payout % (1) | Weighting | Resulting Weighted % (1) | | ($ in millions) | | | | | | | Net Sales | | | | | | | Consolidated Results | $9,452.6 | 101.7% | 148.3% | 20% | 29.7% | | Wine & Spirits Division | $1,987.7 | 147.4% | 147.4% | 20% | 29.5% | | Comparable EBIT | | | | | | | Consolidated Results | $3,066.2 | 102.2% | 139.1% | 20% | 27.8% | | Wine & Spirits Division | $494.6 | 34.3% | 34.3% | 20% | 6.9% | | FCF | $1,721.5 | 132.8% | 200.0% | 20% | 40.0% | | | | | | | 133.9% |

  81. Short-Term Cash Incentives: Fiscal 2023 AMIP

    | Constellation Brands, Inc. 2023 Proxy Statement | #WORTHREACHINGFOR I 44 |

  82. Short-Term Cash Incentives: Fiscal 2023 AMIP

    | EXECUTIVE COMPENSATION | Compensation Discussion and Analysis | Table of Contents |

  83. Short-Term Cash Incentives: Fiscal 2023 AMIP

    In April 2023, the Committee certified the payout under our Fiscal 2023 AMIP based on consolidated corporate performance and Beer Division performance to Mr. Sabia at 163.4% of target as follows:

  84. Short-Term Cash Incentives: Fiscal 2023 AMIP

    | | Fiscal 2023 Actual Results | Percent of Approved Plan | Fiscal 2023 Bonus Payout % (1) | Weighting | Resulting Weighted % (1) | | ($ in millions) | | | | | | | Net Sales | | | | | | | Consolidated Results | $9,452.6 | 101.7% | 148.3% | 20% | 29.7% | | Beer Division | $7,465.0 | 102.0% | 156.3% | 20% | 31.3% | | Comparable EBIT | | | | | | | Consolidated Results | $3,066.2 | 102.2% | 139.1% | 20% | 27.8% | | Beer Division | $2,861.5 | 103.6% | 173.0% | 20% | 34.6% | | FCF | $1,721.5 | 132.8% | 200.0% | 20% | 40.0% | | | | | | | 163.4% |

  85. Short-Term Cash Incentives: Fiscal 2023 AMIP

    (1)Fiscal 2023 bonus payout percentage and resulting weighted percentage are presented as a percentage of target. For the Fiscal 2023 AMIP, the Committee increased the annual bonus target percent (as a percentage of base salary) for Messrs. Hankinson and Sabia. Effective March 1, 2022, Mr. Hankinson’s target bonus was increased from 90% to 100% of base salary, reflecting the continuing strength of his performance in the third year of service as our Chief Financial Officer. Effective January 10, 2022, as part of the Beer Division’s leadership succession plan, and in recognition of Mr. Sabia’s leadership and his new role as President of the Beer Division, the Committee increased Mr. Sabia’s target bonus from 70% to 90% of base salary. Besides Messrs. Hankinson and Sabia, none of the other named executive officers received an increase in their Fiscal 2023 target bonus. The final earned Fiscal 2023 AMIP awards paid to our named executive officers are set forth below and also appear in the Summary Compensation Table under the “Non-Equity Incentive Plan Compensation” column.

  86. Short-Term Cash Incentives: Fiscal 2023 AMIP

    | | Target Bonus as a Percent of Base Salary | Resulting Weighting | Fiscal 2023 Actual Bonus | | William A. Newlands | 150% | 154.9% | $3,110,960 | | Garth Hankinson | 100% | 154.9% | $1,159,041 | | Robert Hanson | 95% | 133.9% | $1,092,220 | | James O. Bourdeau | 70% | 154.9% | $695,771 | | James A. Sabia, Jr. | 90% | 163.4% | $1,029,005 | | Robert Sands | 150% | 154.9% | $1,937,645 | | Richard Sands | 150% | 154.9% | $1,646,999 |

  87. Short-Term Cash Incentives: Fiscal 2023 AMIP

    For Messrs. Robert Sands and Richard Sands, the amounts set forth above were pro-rated and calculated based on base salary paid through their retirements in November 2022. In addition to any incentive bonuses under the AMIP, the Committee has discretion to pay cash bonuses outside of that program. No named executive officer received any discretionary bonus for Fiscal 2023.

  88. Long-Term Equity Incentive Awards

    Long-Term Equity Incentive Awards Equity Award Granting Process The Committee annually considers equity awards to named executive officers at a regularly scheduled meeting, usually in April, at which time it also considers equity awards to other eligible employees around the world. The

  89. Long-Term Equity Incentive Awards

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  90. Long-Term Equity Incentive Awards

    | EXECUTIVE COMPENSATION | Compensation Discussion and Analysis | Table of Contents |

  91. Long-Term Equity Incentive Awards

    Committee may also grant equity awards at other times, such as at other regularly scheduled meetings of the Committee or in connection with new hires, promotions, or significant business activities. The Committee awards NQSOs, RSUs, and PSUs to our named executive officers under our LTSIP. The Committee believes that the granting of these awards to our named executive officers, together with our robust stock ownership guidelines, directly links the value of compensation earned by our named executive officers to the value created for our stockholders. The Committee has historically included NQSOs as a significant element of named executive officer compensation. The Committee also issues RSUs and PSUs to named executive officers to diversify our mix of equity awards and, in the case of PSUs, to enhance the linkage between executive compensation and value creation for our stockholders.

  92. Named Executive Officer Long-Term Incentive Awards – Fiscal 2023

    Named Executive Officer Long-Term Incentive Awards – Fiscal 2023 Annual Equity Grants The Committee annually reviews the design of the long-term equity incentive program, including the mix of awards and the metrics to utilize under the PSU awards. In April 2022, the Committee granted our named executive officers (other than Messrs. Robert Sands and Richard Sands) a mix of NQSOs, RSUs, and PSUs. For Fiscal 2023, the Committee changed its methodology for calculating the total equity target value from a percentage of each named executive officer’s base salary to a flat dollar value. The intent of this change was to break the prior linkage to base salary, such that base salary decisions would no longer directly impact the target value of long-term equity awards, and to provide the Committee with greater flexibility to adjust the target value of the long-term equity incentive awards to a particular named executive officer. For Fiscal 2023, the Committee utilized that flexibility to adjust target values to take into consideration market data, executive performance and experience, expected future contributions, and to enhance retention and focus on execution of the business strategy during a period of uncertainty created by the proposed Reclassification. For Fiscal 2023, the Committee determined that it would be appropriate to continue to base the PSUs on relative TSR, aligning the interests of our executives with the interests of our stockholders. As a result, vesting and payout of the Fiscal 2023 PSUs granted to certain of our named executive officers will depend on our Fiscal 2023-2025 TSR performance as compared to the companies in the S&P 500 Index. Payouts of these PSUs will be determined after the end of Fiscal 2025 based on the following performance levels:

  93. Named Executive Officer Long-Term Incentive Awards – Fiscal 2023

    | | Threshold Performance Level (25%) | Target Performance Level (100%) | Maximum Performance Level (200%) | | TSR Performance Versus Companies in the S&P 500 Index | 25th Percentile | 50th Percentile | 75th Percentile (or higher) |

  94. Named Executive Officer Long-Term Incentive Awards – Fiscal 2023

    The chart below reflects the total equity target value of the Fiscal 2023 equity awards as well as the percentage allocated to each award type. For the purpose of determining the number of shares subject to each type of award, NQSOs were valued on a Black-Scholes option-pricing model, RSUs were valued at fair market value, and PSUs were valued at fair market value of the target award.

  95. Named Executive Officer Long-Term Incentive Awards – Fiscal 2023

    | | Total Equity Target Value | Percent of NQSOs | Percent of RSUs | Percent of PSUs | | William A. Newlands | $10,000,000 | 50% | 25% | 25% | | Garth Hankinson | $3,068,960 | 50% | 25% | 25% | | Robert Hanson | $3,210,471 | 50% | 25% | 25% | | James O. Bourdeau | $2,554,960 | 50% | 25% | 25% | | James A. Sabia, Jr. | $1,650,000 | 50% | 25% | 25% | | Robert Sands | $4,080,000 | 100% | 0% | 0% | | Richard Sands | $3,468,000 | 100% | 0% | 0% |

  96. Named Executive Officer Long-Term Incentive Awards – Fiscal 2023

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  97. Named Executive Officer Long-Term Incentive Awards – Fiscal 2023

    | EXECUTIVE COMPENSATION | Compensation Discussion and Analysis | Table of Contents |

  98. Named Executive Officer Long-Term Incentive Awards – Fiscal 2023

    The general terms and conditions of the Fiscal 2023 annual equity awards are as follows: •NQSOs: NQSOs relate to shares of Class 1 Stock, which are convertible to Class A Stock upon sale. All Fiscal 2023 NQSOs have a ten-year exercise term, and the vesting schedule for the Fiscal 2023 NQSOs is 25% per year at each of the first four annual anniversaries of the grant date. The exercise price of an NQSO is the NYSE closing price for a share of Class A Stock on the grant date. •RSUs: The vesting schedule for all Fiscal 2023 time-based RSU awards is 25% of the award per year at each of the first four anniversaries of May 1 of the year of grant. •PSUs: The Fiscal 2023 PSU awards vest over a three-year period based on Constellation’s TSR performance relative to the companies in the S&P 500 Index over the Fiscal 2023-2025 performance period. Continued service is required through May 1, 2025 in order to vest in shares earned based on such relative TSR performance. All Fiscal 2023 NQSOs and RSUs would vest (or continue to vest), and Fiscal 2023 PSUs would either vest at the target level or on a pro-rated basis, in each case, upon the occurrence of certain events as set forth under the heading “Potential Payments upon Termination or Change-in-Control” and subheading “Outstanding Equity Awards.” PSU Performance Period Ending in Fiscal 2023 In April 2023, the Committee certified relative TSR results for the Fiscal 2021-2023 PSU program at the 39th percentile relative to the companies in the S&P 500 Index resulting in a payout of approximately 67% of the target award levels set by the Committee at the time of those grants as follows:

  99. Named Executive Officer Long-Term Incentive Awards – Fiscal 2023

    | Threshold Performance Level (25%) | Target Performance Level (100%) | Maximum Performance Level (200%) | Actual Relative TSR Performance | Payout Results | | 25th Percentile | 50th Percentile | 75th Percentile (or higher) | Approximately 39th percentile | Approximately 67% of target payout |

  100. Named Executive Officer Long-Term Incentive Awards – Fiscal 2023

    Fiscal 2024 Program Changes For Fiscal 2024, the Committee implemented the following changes for our executive compensation program: •The PSU percentage allocation was increased from 25% to 50% of the target award value. •The PSU component is measured against two equally-weighted metrics: ◦a three-year performance goal related to the compound annual growth rate of our organic net sales; and ◦our TSR relative to the S&P 500 Food, Beverage, and Tobacco Index. •The relative TSR portion includes a payout cap at target in the event that our TSR is negative over the three-year performance period, regardless of our relative performance against the S&P 500 Food, Beverage, and Tobacco Index.

  101. Retirement and Other Benefits

    and any earnings on these contributions. Our matching contributions, any supplemental profit sharing contributions, and the earnings on those amounts vest at the rate of 20% per year for the first five years of service. •Named executive officers are eligible to participate in our NQSP, which is a non-qualified retirement savings plan designed to provide participants with an elective deferral opportunity and the benefit of the annual non-elective contributions and supplemental profit sharing contributions, if any, that could not be made under the 401(k) and Profit Sharing Plan due to Internal Revenue Code limitations. Further detail concerning this plan is provided under the heading “Nonqualified Deferred Compensation.” •Named executive officers generally are eligible to participate in our ESPP on the same terms as other eligible employees, including an Internal Revenue Code Section 423 component that allows employees to purchase shares of our Class A Stock at a discount through salary deductions. Due to their levels of stock ownership in our Company, however, neither Messrs. Robert Sands nor Richard Sands was eligible to participate in the ESPP during their employment. •Named executive officers also receive customary employee benefits, such as our standard medical, dental, and vision benefits, wellness programs, long-term and short-term disability insurance programs, paid time off (vacation/sick leave), and life insurance programs, according to the terms of those programs and in the same manner as other eligible employees. Severance Benefits In the event of certain terminations of employment, our named executive officers are entitled to receive the severance benefits set forth under their employment agreements. The employment agreements with Messrs. Robert Sands and Richard Sands were executed in 2008 and provided for severance in the event of the executive’s death, disability, good reason termination, termination without cause, or retirement. This pre-existing contractual right to severance upon retirement under their respective employment agreements was triggered upon the retirements of Messrs. Robert Sands and Richard Sands in November 2022. No additional compensation or benefits was approved by the Committee or the Board in connection with their retirements. Our employment agreements with Messrs. Newlands, Hankinson, Hanson, Bourdeau, and Sabia provide for severance benefits only in the event of good reason termination or termination without cause. More information concerning the material terms of the employment agreements with each of our named executive officers and the amounts payable in the event of a severance or change-in-control event are described under the heading “Potential Payments upon Termination or Change-in-Control.” Perquisites We provide our named executive officers with perquisites and other personal benefits that we believe to be reasonable and competitive with those offered by comparable companies to their executive officers. The Committee annually reviews and approves or ratifies the perquisites and other personal benefits offered to our named executive officers. The Committee believes these benefits further our objective of attracting, motivating, and retaining key executive talent and assist executive officers in promoting our brands, working more efficiently, and dedicating the appropriate amount of time and attention to business initiatives. Other than taxes related to certain relocation benefits, our named executive officers pay the personal income taxes that are attributable to the taxable perquisites we provide. Our named executive officers receive certain perquisites, including: •Automobile Allowance – We provide an automobile allowance to our named executive officers. We believe this benefit is competitive with benefits provided to executives at comparable companies. •Travel Services – We offer our named executive officers the personal use of our corporate aircraft when not needed for business purposes and the option of using car and driver services. Although these travel services may provide personal benefits to the executives, we believe these services also enhance the safety and security of our named executive officers and assist them to devote maximum time and attention to our business. •Product Allowance – We provide product allowances to our employees, including our named executive officers. We believe that a product allowance enhances their knowledge and appreciation of our products and serves as an additional tool to facilitate their role as ambassadors for our brands in both on- and off-premise retail establishments. For the 2022 calendar year, the allowance was $20,000 each for Messrs.

  102. How Do We Manage Risks Related to Our Executive Compensation Program?

    How Do We Manage Risks Related to Our Executive Compensation Program? Executive Compensation Risk Assessment As described above under the subheading “Compensation Risk Assessment,” the Committee received a risk assessment report from FW Cook regarding our executive compensation program. Based on that review, the Committee did not identify any executive compensation-related risks that it considered reasonably likely to have a material adverse effect on the company. Stock Ownership Guidelines In order to further align the interests of our executive officers with the interests of our stockholders, the Board has established guidelines for the amounts of our common stock that our executive officers should beneficially own. We allow individuals five years in which to reach the applicable ownership guideline. The five-year period is measured from the date the individual assumed the executive officer role to which the stock ownership guideline applies. The ownership guidelines can be satisfied by the ownership of stock, unvested RSUs, and PSUs after the relevant performance period has been completed, performance has been certified, and the earned PSUs are subject to a continued service-based vesting requirement. Unexercised stock options and unvested/uncertified PSUs do not count towards meeting the guidelines. The current stock ownership guidelines for our executive officers are as follows:

  103. How Do We Manage Risks Related to Our Executive Compensation Program?

    Compliance with our stock ownership guidelines is assessed periodically, and not less frequently than annually. If the required ownership level is not met by the end of the five-year accumulation period, the executive officer is subject to a requirement to retain 100% of the net after-tax shares acquired upon the exercise of an NQSO or upon delivery of shares underlying an RSU or a PSU. As of the end of Fiscal 2023, each of our named executive officers had met the applicable stock ownership guideline or was within the five-year window for doing so. Clawback Rights and Prohibition Against Hedging and Pledging Our stockholder-approved LTSIP plan document and our LTSIP award agreements with our named executive officers each contain a clawback provision. Although we have not had to utilize this provision, its purpose is to allow us to recoup performance-based awards or the value thereof if and as required by the Dodd-Frank Act or other law. The Committee voluntarily adopted its first formal clawback policy in January 2017. In October 2022, the SEC adopted a final rule that requires national stock exchanges to adopt listing standards relating to clawback policies and for those listing standards to be effective by November 28, 2023. In February 2023, the NYSE proposed a rule (which is subject to SEC approval) to implement the SEC’s clawback rule. Companies listed on the NYSE will be required to adopt clawback policies not later than 60 days following the effective date of the NYSE rule. In April 2023, in response to the proposed NYSE listing standards related to clawback policies, the Committee adopted, in advance of the effective date, a revised and expanded clawback policy intended to comply with the final rules adopted by the SEC and the NYSE. Under this policy, if Constellation is required to prepare an accounting restatement, including to correct an error that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period, Constellation must (with limited impracticability exceptions) recover from any current or former executive officers incentive-based compensation that was erroneously awarded during the three years preceding the date such a restatement was required. This mandatory recoupment is required regardless of whether the cause for the restatement was due to fraud, errors, or any other factors. The amount required to be recovered is the excess of the amount of incentive-based compensation received over the amount that otherwise would have been received had it been determined based on the restated financial measure. In order to prevent an appearance of improper conduct, executive officers, affiliates, and directors may not participate in transactions involving the hedging of our stock by trading in third-party derivative securities of our stock by writing or buying puts, calls, or other derivatives. In connection with the Reclassification, the Board implemented a prohibition on any director or executive officer pledging our common stock, with a carve-out for specified levels of pledging by certain individuals and entities affiliated with the Sands family (see the subheading above in the Corporate Governance section entitled “Policy Against Pledging Company Stock”). Tax Considerations Section 162(m) of the Internal Revenue Code limits the deductibility of compensation paid to certain “covered employees” in excess of $1 million per year. Prior to the enactment of the Tax Cuts and Jobs Act passed by Congress in December 2017, there was an exception to this deduction limitation for compensation that qualified as “performance-based compensation.” The Tax Cuts and Jobs Act significantly changed Section 162(m) by, among other things, repealing the performance-based compensation exemption and reducing the federal corporate income tax rate. As a result, compensation paid to certain current and former executive officers in excess of $1 million a year generally will not be deductible unless such compensation qualifies for certain transition relief. The Committee may take into consideration the potential tax deductibility of compensation as one of the factors to be considered when establishing our executive compensation program. However, the Committee believes that its primary responsibility is to provide a compensation program that attracts, retains, motivates, and rewards our executive officers that are critical to our success. The Committee may consider tax deductibility as a factor in determining executive compensation, but may not structure its compensation arrangements around tax deductibility.

  104. Summary Compensation Table

    Summary Compensation Table

  105. Summary Compensation Table

    | Name and Principal Position | Year | Salary | Stock Awards (1) | Option Awards (2) | Non-Equity Incentive Plan Compensation (3) | All Other Compensation (4) | Total | | William A. Newlands, President and Chief Executive Officer | 2023 | $1,338,462 | $6,389,602 | $4,999,557 | $3,110,960 | $229,759 | $16,068,340 | | | 2022 | $1,276,923 | $3,681,902 | $3,149,674 | $3,830,770 | $101,012 | $12,040,281 | | | 2021 | $1,200,000 | $3,659,676 | $3,150,605 | $3,600,000 | $117,574 | $11,727,855 | | Garth Hankinson, Executive Vice President and Chief Financial Officer | 2023 | $748,000 | $1,961,384 | $1,534,410 | $1,159,041 | $145,108 | $5,547,943 | | | 2022 | $715,000 | $1,003,193 | $857,904 | $1,287,000 | $131,207 | $3,994,304 | | | 2021 | $597,116 | $801,765 | $690,152 | $1,015,097 | $67,873 | $3,172,003 | | Robert Hanson, Executive Vice President and President, Wine & Spirits Division(5) | 2023 | $859,130 | $2,051,689 | $1,605,108 | $1,092,220 | $67,621 | $5,675,768 | | | 2022 | $831,897 | $1,788,591 | $1,530,246 | $1,492,881 | $90,366 | $5,733,981 | | James O. Bourdeau, Executive Vice President and Chief Legal Officer(5) | 2023 | $641,462 | $1,632,646 | $1,277,370 | $695,771 | $66,485 | $4,313,734 | | James A. Sabia, Jr., Executive Vice President and President, Beer Division(5) | 2023 | $700,000 | $1,054,431 | $824,953 | $1,029,005 | $147,718 | $3,756,107 | | Robert Sands, Former Executive Chairman of the Board | 2023 | $833,654 | — | $4,079,664 | $1,937,645 | $15,107,904 | $21,958,867 | | | 2022 | $1,020,000 | — | $4,079,558 | $3,060,001 | $1,195,766 | $9,355,325 | | | 2021 | $1,020,000 | — | $4,080,769 | $3,060,001 | $957,487 | $9,118,257 | | Richard Sands, Former Executive Vice Chairman of the Board | 2023 | $708,606 | — | $3,467,707 | $1,646,999 | $15,461,916 | $21,285,228 | | | 2022 | $867,000 | — | $3,467,606 | $2,601,001 | $953,163 | $7,888,770 | | | 2021 | $867,000 | — | $3,468,660 | $2,601,001 | $881,596 | $7,818,257 |

  106. Summary Compensation Table

    (1)These amounts represent the full grant date fair value of RSU and PSU awards granted in each fiscal year noted. For PSUs granted in Fiscal 2023, Fiscal 2022, and Fiscal 2021 having relative TSR as the performance criterion, the grant date fair value was determined using a Monte Carlo simulation model. Since the performance criteria underlying the relative TSR PSUs are each considered a market condition as opposed to a performance condition for accounting purposes, the expense associated with those awards is not subject to fluctuation based on the actual outcome. Therefore, while the amounts reported in this column are based on the probable outcome of the performance conditions, for these relative TSR PSUs, such amounts are also the maximum expense value. Each amount included in this column represents the aggregate amount that we expected to expense for grants in accordance with Topic 718 over the grants’ respective vesting schedules. Assumptions used in calculating these values with respect to PSUs may be found in Note 18 of our financial statements in our 2023 Form 10-K. We do not include any impact of estimated forfeitures related to service-based vesting terms in these calculations. A more complete description of the Fiscal 2023 PSUs can be found in the CD&A under the heading “Long-Term Equity Incentive Awards” and subheading “Named Executive Officer Long-Term Incentive Awards – Fiscal 2023.” See the Grants of Plan-Based Awards in Fiscal 2023 and the Outstanding Equity Awards as of February 28, 2023 tables for additional information. (2)These amounts represent the full grant date fair value of awards of NQSOs granted in each fiscal year noted. This represents the aggregate amount that we expected to expense for such grants in accordance with Topic 718 over the grants’ respective vesting schedules. Assumptions used in calculating these values may be found in Note 18 of our financial statements in our 2023 Form 10-K. We do not include any impact of estimated

  107. Summary Compensation Table

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    | EXECUTIVE COMPENSATION | Compensation Tables and Related Information | Table of Contents |

  109. Summary Compensation Table

    forfeitures related to service-based vesting terms in these calculations. See the Grants of Plan-Based Awards in Fiscal 2023 and the Outstanding Equity Awards as of February 28, 2023 tables below for additional information. (3)These amounts represent the amounts earned under our AMIP for Fiscal 2023, Fiscal 2022, and Fiscal 2021. A detailed description of the Fiscal 2023 payments can be found in the CD&A under the heading “Short-Term Cash Incentives: Fiscal 2023 AMIP.” (4)The amounts set forth below include for Fiscal 2023: (i) Company contributions under our 401(k) and Profit Sharing Plan (including both Company matching contributions and Company non-elective contributions); (ii) Company non-elective contributions under our NQSP; (iii) the aggregate incremental cost to us of perquisites and personal benefits; (iv) the value of compensation and benefits earned or paid in connection with certain terminations of employment; and (v) in the case of Messrs. Robert Sands and Richard Sands, the value of cash retainers, the grant date fair value of equity grants, and product allowance payments, in each case as earned or paid under our non-management director compensation program for their service as directors following their retirement in November 2022. Contributions under the 401(k) and Profit Sharing Plan and our NQSP are reported in the fiscal year in which they are accrued or earned, regardless of the fiscal year in which the contribution is actually made to the plan.

  110. Summary Compensation Table

    | | Company contributions under the 401(k) and Profit Sharing Plan | Company contributions under the NQSP | Perquisites and Other Personal Benefits (a) | Payments Upon Separation (b) | Non-Management Director Compensation | Total “All Other Compensation” | | William A. Newlands | $18,716 | $30,773 | $180,270 | $— | $— | $229,759 | | Garth Hankinson | $18,696 | $13,092 | $113,320 | $— | $— | $145,108 | | Robert Hanson | $19,728 | $16,489 | $31,404 | $— | $— | $67,621 | | James O. Bourdeau | $18,558 | $9,965 | $33,462 | $— | $— | $66,485 | | James A. Sabia, Jr. | $18,416 | $11,792 | $117,510 | $— | $— | $147,718 | | Robert Sands | $8,884 | $20,568 | $838,337 | $14,024,815 | $215,300 | $15,107,904 | | Richard Sands | $5,148 | $16,110 | $1,369,937 | $13,912,344 | $158,377 | $15,461,916 |

  111. Summary Compensation Table

    (a)The perquisites and other personal benefits provided to our named executive officers in Fiscal 2023 included personal use of our corporate aircraft, personal security services, identity theft protection services, automobile allowances, parking reimbursements in certain geographies, car/driver services, product allowances, product samples, tickets to sponsorship events, a physical health review, home internet service, a credit card membership program, and an executive charitable match program. We did not provide a tax gross-up to any named executive officer in Fiscal 2023. The aggregate incremental cost to us for each named executive officer’s personal use of corporate aircraft is as follows: Mr. Newlands – $51,697; Mr. Hankinson – $34,679; Mr. Hanson – $0; Mr. Bourdeau – $0; Mr. Sabia – $82,202; Mr. Robert Sands – $560,553; and Mr. Richard Sands – $1,291,763. These amounts represent the aggregate incremental cost to us for the personal use of our corporate aircraft by our named executive officers and certain of their family members. Such amounts are calculated by multiplying an aircraft’s hourly variable operating costs by the portion of the trip’s flight time allocated to such named executive officer, reduced by the amount of voluntary reimbursements, if any, to us by such named executive officer. Variable operating costs include fuel costs, variable maintenance costs, and other variable expenses, including crew hotel and meals, on-board catering, trip-related landing fees, hangar and parking costs, and similar costs. Since our aircraft are used primarily for business travel, the methodology excludes fixed, capital, and similar costs. In instances where family members or guests fly on our aircraft as additional passengers on business flights with an executive, the aggregate incremental cost to us is de minimis in amount, and no amount is reflected in the table for these additional passengers. The aggregate incremental cost to us for the car and driver services for Mr. Robert Sands is $144,538. Such amount represents the compensation and benefits costs for such driver, the costs of the leased vehicles used for such service, and in certain instances, the cost of a third-party car service. The aggregate incremental cost to us for the personal security services for Mr. Robert Sands is $47,974. Such amount includes personal security when traveling and security systems and monitoring for his personal residences.

  112. Summary Compensation Table

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    | EXECUTIVE COMPENSATION | Compensation Tables and Related Information | Table of Contents |

  114. Summary Compensation Table

    In Fiscal 2023 the following named executive officers made charitable donations that were matched by the Company under our charitable matching program as follows: Mr. Newlands – $80,000; Mr. Hankinson – $50,000; Mr. Hanson – $5,000; Mr. Bourdeau – $10,500; Mr. Sabia – $5,000; Mr. Richard Sands – $50,000; Mr. Robert Sands – $50,000. Our charitable match program operates on a calendar year basis and contributions are reported in this table in the fiscal year the donation was made. Therefore, such reported amounts may exceed the $50,000 limitation due to timing differences between the calendar year used for the matching program and our fiscal year. (b)The amounts reported for Mr. Robert Sands in the 2023 row of the “All Other Compensation” column include the following amounts earned or paid under his employment agreement through the end of Fiscal 2023 in connection with his retirement: (i) $11,356,225 in severance, consisting of three times base salary and average annual bonus paid over the prior three fiscal years; (ii) $38,412 in payments for three years of continued medical and dental coverage; (iii) $2,515,178 for the estimated aggregate incremental cost of three years of continued personal use of the Company’s corporate aircraft at comparable levels to that provided over the three-year period prior to termination; (iv) $60,000 for three years of product allowance, which will be reimbursed up to $20,000 in each of the next three years; and (v) $55,000 for the aggregate incremental cost of 18 months of outplacement services, which may be used within the 18-month period following his retirement. Payment of certain of such amounts and the provision of certain benefits were delayed for six months pursuant to the terms of his employment agreement. The amounts reported for Mr. Richard Sands in the 2023 row of the “All Other Compensation” column include the following amounts earned or paid under his employment agreement through the end of Fiscal 2023 in connection with his retirement: (i) $9,665,630 in severance, consisting of three times base salary and average annual bonus paid over the prior three fiscal years; (ii) $37,116 in payments for three years of continued medical and dental coverage; (iii) $4,094,598 for the estimated aggregate incremental cost of three years of continued personal use of the Company’s corporate aircraft at comparable levels to that provided over the three-year period prior to termination; (iv) $60,000 for three years of product allowance, which will be reimbursed up to $20,000 in each of the next three years; and (v) $55,000 for the aggregate incremental cost of 18 months of outplacement services, which may be used within the 18-month period following his retirement. Payment of certain of such amounts and the provision of certain benefits were delayed for six months pursuant to the terms of his employment agreement. (5)Mr. Hanson was first a named executive officer for Fiscal 2022. Neither Mr. Bourdeau nor Mr. Sabia was a named executive officer prior to Fiscal 2023.

  115. Summary Compensation Table

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    | EXECUTIVE COMPENSATION | Compensation Tables and Related Information | Table of Contents |

  117. Grants of Plan-Based Awards in Fiscal 2023

    Grants of Plan-Based Awards in Fiscal 2023

  118. Grants of Plan-Based Awards in Fiscal 2023

    | | Grant Date | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | All Other Stock Awards: Number of Shares of Stock or Units (3) | All Other Option Awards: Number of Securities Underlying Options (4) | Exercise or Base Price of Option Awards (5) | Grant Date Fair Value of Stock and Option Awards (6) | | | | Award Type | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | | | William A. Newlands | NA | AMIP | $501,923 | $2,007,693 | $4,015,386 | | | | | | | | | | 4/21/2022 | PSU | | | | 2,459 | 9,835 | 19,670 | | | | $3,889,447 | | | 4/21/2022 | RSU | | | | | | | 9,835 | | | $2,500,155 | | | 4/21/2022 | NQSO | | | | | | | | 66,404 | $254.21 | $4,999,557 | | Garth Hankinson | NA | AMIP | $187,000 | $748,000 | $1,496,000 | | | | | | | | | | 4/21/2022 | PSU | | | | 755 | 3,019 | 6,038 | | | | $1,193,924 | | | 4/21/2022 | RSU | | | | | | | 3,019 | | | $767,460 | | | 4/21/2022 | NQSO | | | | | | | | 20,380 | $254.21 | $1,534,410 | | Robert Hanson | NA | AMIP | $204,043 | $816,174 | $1,632,347 | | | | | | | | | | 4/21/2022 | PSU | | | | 790 | 3,158 | 6,316 | | | | $1,248,894 | | | 4/21/2022 | RSU | | | | | | | 3,158 | | | $802,795 | | | 4/21/2022 | NQSO | | | | | | | | 21,319 | $254.21 | $1,605,108 | | James O. Bourdeau | NA | AMIP | 112,256 | 449,023 | 898,047 | | | | | | | | | | 4/21/2022 | PSU | | | | 629 | 2,513 | 5,026 | | | | $993,816 | | | 4/21/2022 | RSU | | | | | | | 2,513 | | | $638,830 | | | 4/21/2022 | NQSO | | | | | | | | 16,966 | $254.21 | $1,277,370 | | James A. Sabia, Jr. | NA | AMIP | 157,500 | 630,000 | 1,260,000 | | | | | | | | | | 4/21/2022 | PSU | | | | 406 | 1,623 | 3,246 | | | | $641,848 | | | 4/21/2022 | RSU | | | | | | | 1,623 | | | $412,583 | | | 4/21/2022 | NQSO | | | | | | | | 10,957 | $254.21 | $824,953 | | Robert Sands (7) | NA | AMIP | $312,620 | $1,250,481 | $2,500,962 | | | | | | | | | | 4/21/2022 | NQSO | | | | | | | | 54,186 | $254.21 | $4,079,664 | | | 11/10/2022 | RSU | | | | | | | 326 | | | $79,554 | | | 11/10/2022 | NQSO | | | | | | | | 487 | $244.03 | $38,054 | | Richard Sands (7) | NA | AMIP | $265,727 | $1,062,909 | $2,125,818 | | | | | | | | | | 4/21/2022 | NQSO | | | | | | | | 46,058 | $254.21 | $3,467,707 | | | 11/10/2022 | RSU | | | | | | | 326 | | | $79,554 | | | 11/10/2022 | NQSO | | | | | | | | 487 | $244.03 | $38,054 |

  119. Grants of Plan-Based Awards in Fiscal 2023

    (1)The amounts shown in these columns reflect the short-term cash incentive bonuses that potentially could have been earned during Fiscal 2023 based upon the achievement of Company performance goals under our AMIP. The actual award paid to each named executive officer under the AMIP for Fiscal 2023 is set forth above in the Summary Compensation Table in the “Non-Equity Incentive Plan Compensation” column. More information regarding short-term cash incentive bonuses under our AMIP can be found in the CD&A under the heading “Short-Term Cash Incentives: Fiscal 2023 AMIP.” (2)These amounts represent the number of shares of Class A Stock that may be issued to the named executive officers pursuant to the terms of PSU awards granted under our LTSIP. The PSU awards granted on April 21, 2022 provide for a range of potential payouts (based on our TSR performance relative to that of companies in the S&P 500 Index) and for settlement in shares of Class A Stock. These relative TSR PSUs are generally scheduled to vest, if at all, on May 1, 2025 based on the level of achievement for the performance criteria associated with these awards. The terms of the Fiscal 2023 PSU awards are further described in the CD&A under the heading “Long-Term Equity Incentive Awards” and subheading “Named Executive Officer Long-Term Incentive Awards – Fiscal 2023.” (3)These amounts represent the number of RSUs granted to the named executive officers under our LTSIP. Any payouts associated with the vesting of these awards will be made in shares of Class A Stock. Further information concerning these awards can be found in the CD&A under the heading “Long-Term Equity Incentive Awards” and

  120. Grants of Plan-Based Awards in Fiscal 2023

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  121. Grants of Plan-Based Awards in Fiscal 2023

    | EXECUTIVE COMPENSATION | Compensation Tables and Related Information | Table of Contents |

  122. Grants of Plan-Based Awards in Fiscal 2023

    subheading “Named Executive Officer Long-Term Incentive Awards – Fiscal 2023.” These RSUs generally are scheduled to vest at 25% of the award per year at each of the first four anniversaries of May 1, 2022. (4)These amounts represent the number of options to purchase shares of Class 1 Stock granted to the named executive officer under our LTSIP. These NQSOs are scheduled to vest and become exercisable at 25% of the award per year at each of the first four anniversaries of the grant date. Further information concerning these awards can be found in the CD&A under the heading “Long-Term Equity Incentive Awards” and subheading “Named Executive Officer Long-Term Incentive Awards – Fiscal 2023.” No trading market exists for Class 1 Stock. Class 1 Stock may be converted into shares of Class A Stock on a one-for-one basis, provided such conversion is permitted only if the holder immediately sells the Class A Stock. Under the LTSIP, the fair market value of a share of Class 1 Stock is equal to the fair market value of a share of Class A Stock unless the Human Resources Committee determines otherwise. (5)The exercise price of these NQSOs, which relate to Class 1 Stock (for which there is no public trading market), is the NYSE closing price of a share of Class A Stock on the grant date. (6)These amounts represent the full grant date fair value of the PSUs, RSUs, and NQSOs, respectively, granted in Fiscal 2023. This represents the aggregate amount that we expected to expense for such grants in accordance with Topic 718 over the grants’ respective vesting schedules. We do not include any impact of estimated forfeitures related to service-based vesting terms in these calculations. (7)In connection with the closing of the Reclassification, and as required by the Reclassification Agreement, effective November 10, 2022 the Board accepted the retirement of Messrs. Robert Sands and Richard Sands as executive officers of the Company, with each of Messrs. Robert Sands and Richard Sands continuing as members of the Board. Also effective November 10, 2022, the Board appointed Mr. Robert Sands as non-executive Chair of the Board, and approved Robert Sands and Richard Sands to each receive a pro-rated amount of the non-management director compensation program described above under the heading “Director Compensation.” Also effective November 10, 2022, the Board approved an incremental non-executive chair cash retainer of $185,000 per year (positioning non-executive chair compensation at the peer group median, which is consistent with the Human Resources Committee’s targeted competitive positioning for the overall non-management director compensation program), and approved Robert Sands to receive a pro-rated amount of such incremental non-executive chair cash retainer. On November 10, 2022, each of Messrs. Robert Sands and Richard Sands were granted a pro-rated amount of the annual equity grant authorized under the non-management director compensation program, consisting of: i.487 NQSOs to purchase Class 1 Stock at an exercise price of $244.03 that are exercisable for a ten-year period. These options vest six months from the grant date, subject to earlier vesting in the event of death or disability; and ii.326 RSUs, which vest on the first July 10th following the grant date, subject to earlier vesting in the event of death, disability, or a change-in-control of the Company. Employment Agreements Each of our named executive officers is party to an executive employment agreement with us. We entered into executive employment agreements with Messrs. Robert Sands and Richard Sands in May 2008. We entered into executive employment agreements with Mr. Newlands and the rest of our named executive officers in the years set forth below:

  123. Grants of Plan-Based Awards in Fiscal 2023

    | | Year Agreement Signed | | William Newlands | 2015 | | Garth Hankinson | 2020 | | Robert Hanson | 2019 | | James O. Bourdeau | 2017 | | James A. Sabia, Jr. | 2018 |

  124. Grants of Plan-Based Awards in Fiscal 2023

    The term of the agreements with each of our named executive officers expires at the end of our fiscal year, at which time they each automatically renew for an additional one-year period. Each agreement will continue to renew for successive one-year periods unless we provide at least 180 days’ notice of a decision not to renew such agreement. These agreements provide for an initial minimum annual base salary level for each executive, which may be adjusted upward by the Human Resources Committee. The actual Fiscal 2023 base salaries for the named

  125. Grants of Plan-Based Awards in Fiscal 2023

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  126. Grants of Plan-Based Awards in Fiscal 2023

    | EXECUTIVE COMPENSATION | Compensation Tables and Related Information | Table of Contents |

  127. Grants of Plan-Based Awards in Fiscal 2023

    executive officers are set forth above in the Summary Compensation Table. The severance benefits provided under the employment agreements are summarized under the subheading “Potential Payments upon Termination or Change-in-Control.” The employment agreements do not provide for any specific perquisites or other personal benefits for our named executive officers during their terms of employment.

  128. Outstanding Equity Awards as of February 28, 2023

    Outstanding Equity Awards as of February 28, 2023 The following table presents information concerning outstanding NQSO, RSU, and PSU awards to each of our named executive officers as of February 28, 2023:

  129. Outstanding Equity Awards as of February 28, 2023

    | | Grant Date | Grant Type | Option Awards (1) | | | | Stock Awards (2) | | | | | | | | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Option Exercise Price (3) | Option Expiration Date (4) | Number of Shares or Units of Stock That Have Not Vested (5) | Market Value of Shares or Units of Stock That Have Not Vested (6) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (7) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (6) | | William A. Newlands | 4/25/2016 | NQSO | 16,882 | | $156.84 | 4/25/2026 | | | | | | | 4/21/2017 | NQSO | 20,527 | | $172.09 | 4/21/2027 | | | | | | | 4/23/2018 | NQSO | 19,558 | | $228.26 | 4/23/2028 | | | | | | | 4/23/2019 | NQSO | 37,935 | 12,644 | $207.48 | 4/23/2029 | | | | | | | 4/23/2019 | RSU | | | | | 1,446 | $323,470 | | | | | 4/21/2020 | NQSO | 50,604 | 50,604 | $153.02 | 4/21/2030 | | | | | | | 4/21/2020 | RSU | | | | | 5,146 | $1,151,160 | | | | | 4/21/2020 | PSU | | | | | 6,900 | $1,543,530 | | | | | 4/20/2021 | NQSO | 12,909 | 38,725 | $238.31 | 4/20/2031 | | | | | | | 4/20/2021 | RSU | | | | | 4,957 | $1,108,881 | | | | | 4/20/2021 | PSU | | | | | | | 6,610 | $1,478,657 | | | 4/21/2022 | NQSO | | 66,404 | $254.21 | 4/21/2032 | | | | | | | 4/21/2022 | RSU | | | | | 9,835 | $2,200,090 | | | | | 4/21/2022 | PSU | | | | | | | 19,670 | $4,400,179 | | Garth Hankinson | 4/28/2014 | NQSO | 1,550 | | $79.61 | 4/28/2024 | | | | | | | 4/28/2015 | NQSO | 1,470 | | $117.12 | 4/28/2025 | | | | | | | 4/25/2016 | NQSO | 2,267 | | $156.84 | 4/25/2026 | | | | | | | 4/21/2017 | NQSO | 2,464 | | $172.09 | 4/21/2027 | | | | | | | 4/23/2018 | NQSO | 2,439 | | $228.26 | 4/23/2028 | | | | | | | 4/23/2019 | NQSO | 2,153 | 717 | $207.48 | 4/23/2029 | | | | | | | 4/23/2019 | RSU | | | | | 74 | $16,554 | | | | | 4/23/2019 | RSU | | | | | 1,205 | $269,559 | | | | | 4/21/2020 | NQSO | 11,086 | 11,084 | $153.02 | 4/21/2030 | | | | | | | 4/21/2020 | RSU | | | | | 1,127 | $252,110 | | | | | 4/21/2020 | PSU | | | | | 1,512 | $338,234 | | | | | 4/20/2021 | NQSO | 3,516 | 10,548 | $238.31 | 4/20/2031 | | | | | | | 4/20/2021 | RSU | | | | | 1,350 | $301,995 | | | | | 4/20/2021 | PSU | | | | | | | 1,801 | $402,884 | | | 4/21/2022 | NQSO | | 20,380 | $254.21 | 4/21/2032 | | | | | | | 4/21/2022 | RSU | | | | | 3,019 | $675,350 | | | | | 4/21/2022 | PSU | | | | | | | 6,038 | $1,350,701 |

  130. Outstanding Equity Awards as of February 28, 2023

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  131. Outstanding Equity Awards as of February 28, 2023

    | EXECUTIVE COMPENSATION | Compensation Tables and Related Information | Table of Contents |

  132. Outstanding Equity Awards as of February 28, 2023

    | | Grant Date | Grant Type | Option Awards (1) | | | | Stock Awards (2) | | | | | | | | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Option Exercise Price (3) | Option Expiration Date (4) | Number of Shares or Units of Stock That Have Not Vested (5) | Market Value of Shares or Units of Stock That Have Not Vested (6) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (7) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (6) | | Robert Hanson | 6/26/2019 | NQSO | 9,225 | 3,074 | $185.02 | 6/26/2029 | | | | | | | 6/26/2019 | RSU | | | | | 675 | $150,998 | | | | | 6/26/2019 | RSU | | | | | 1,300 | $290,810 | | | | | 4/21/2020 | NQSO | 17,009 | 17,008 | $153.02 | 4/21/2030 | | | | | | | 4/21/2020 | RSU | | | | | 1,730 | $387,001 | | | | | 4/21/2020 | PSU | | | | | 2,320 | $518,984 | | | | | 4/20/2021 | NQSO | 6,272 | 18,814 | $238.31 | 4/20/2031 | | | | | | | 4/20/2021 | RSU | | | | | 2,408 | $538,670 | | | | | 4/20/2021 | PSU | | | | | | | 3,211 | $718,301 | | | 4/21/2022 | NQSO | | 21,319 | $254.21 | 4/21/2032 | | | | | | | 4/21/2022 | RSU | | | | | 3,158 | $706,445 | | | | | 4/21/2022 | PSU | | | | | | | 6,316 | $1,412,889 | | James O. Bourdeau | 4/25/2016 | NQSO | 4,554 | | $156.84 | 4/25/2026 | | | | | | | 4/21/2017 | NQSO | 4,487 | | $172.09 | 4/21/2027 | | | | | | | 4/23/2018 | NQSO | 9,037 | | $228.26 | 4/23/2028 | | | | | | | 4/23/2019 | NQSO | 9,484 | 3,161 | $207.48 | 4/23/2029 | | | | | | | 4/23/2019 | RSU | | | | | 361 | $80,756 | | | | | 4/21/2020 | NQSO | 11,086 | 11,084 | $153.02 | 4/21/2030 | | | | | | | 4/21/2020 | RSU | | | | | 1,127 | $252,110 | | | | | 4/21/2020 | PSU | | | | | 1,512 | $338,234 | | | | | 4/20/2021 | NQSO | 2,899 | 8,694 | $238.31 | 4/20/2031 | | | | | | | 4/20/2021 | RSU | | | | | 1,113 | $248,978 | | | | | 4/20/2021 | RSU | | | | | 1,574 | $352,104 | | | | | 4/20/2021 | PSU | | | | | | | 1,484 | $331,971 | | | 4/21/2022 | NQSO | | 16,966 | $254.21 | 4/21/2032 | | | | | | | 4/21/2022 | RSU | | | | | 2,513 | $562,158 | | | | | 4/21/2022 | PSU | | | | | | | 5,026 | $1,124,316 |

  133. Outstanding Equity Awards as of February 28, 2023

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  134. Outstanding Equity Awards as of February 28, 2023

    | EXECUTIVE COMPENSATION | Compensation Tables and Related Information | Table of Contents |

  135. Outstanding Equity Awards as of February 28, 2023

    | | Grant Date | Grant Type | Option Awards (1) | | | | Stock Awards (2) | | | | | | | | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Option Exercise Price (3) | Option Expiration Date (4) | Number of Shares or Units of Stock That Have Not Vested (5) | Market Value of Shares or Units of Stock That Have Not Vested (6) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (7) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (6) | | James A. Sabia, Jr. | 4/28/2015 | NQSO | 8,110 | | $117.12 | 4/28/2025 | | | | | | | 4/25/2016 | NQSO | 6,760 | | $156.84 | 4/25/2026 | | | | | | | 4/21/2017 | NQSO | 6,725 | | $172.09 | 4/21/2027 | | | | | | | 4/23/2018 | NQSO | 5,714 | | $228.26 | 4/23/2028 | | | | | | | 5/21/2018 | NQSO | 3,503 | | $219.34 | 5/21/2028 | | | | | | | 4/23/2019 | NQSO | 7,509 | 2,502 | $207.48 | 4/23/2029 | | | | | | | 4/23/2019 | RSU | | | | | 286 | $63,978 | | | | | 4/21/2020 | NQSO | 8,033 | 8,032 | $153.02 | 4/21/2030 | | | | | | | 4/21/2020 | RSU | | | | | 816 | $182,539 | | | | | 4/21/2020 | PSU | | | | | 1,096 | $245,175 | | | | | 4/20/2021 | NQSO | 2,459 | 7,376 | $238.31 | 4/20/2031 | | | | | | | 4/20/2021 | RSU | | | | | 944 | $211,173 | | | | | 4/20/2021 | PSU | | | | | | | 1,259 | $281,638 | | | 4/21/2022 | NQSO | | 10,957 | $254.21 | 4/21/2032 | | | | | | | 4/21/2022 | RSU | | | | | 1,623 | $363,065 | | | | | 4/21/2022 | PSU | | | | | | | 3,246 | $726,130 | | Robert Sands(8) | 4/23/2018 | NQSO | 45,480 | | $228.26 | 4/23/2028 | | | | | | | 4/23/2019 | NQSO | 21,496 | 21,496 | $207.48 | 4/23/2029 | | | | | | | 4/21/2020 | NQSO | 32,772 | 65,544 | $153.02 | 4/21/2030 | | | | | | | 4/20/2021 | NQSO | 16,720 | 50,158 | $238.31 | 4/20/2031 | | | | | | | 4/21/2022 | NQSO | | 54,186 | $254.21 | 4/21/2032 | | | | | | | 11/10/2022 | NQSO | | 487 | $244.03 | 11/10/2032 | | | | | | | 11/10/2022 | RSU | | | | | 326 | $72,926 | | | | Richard Sands(8) | 4/23/2018 | NQSO | 66,895 | | $228.26 | 4/23/2028 | | | | | | | 4/23/2019 | NQSO | 18,272 | 18,271 | $207.48 | 4/23/2029 | | | | | | | 4/21/2020 | NQSO | 27,856 | 55,712 | $153.02 | 4/21/2030 | | | | | | | 4/20/2021 | NQSO | 14,212 | 42,634 | $238.31 | 4/20/2031 | | | | | | | 4/21/2022 | NQSO | | 46,058 | $254.21 | 4/21/2032 | | | | | | | 11/10/2022 | NQSO | | 487 | $244.03 | 11/10/2032 | | | | | | | 11/10/2022 | RSU | | | | | 326 | $72,926 | | |

  136. Outstanding Equity Awards as of February 28, 2023

    (1)NQSOs relate to Class 1 Stock, which are convertible to Class A Stock upon sale. Except as otherwise noted in these footnotes, the vesting schedule for all NQSO awards set forth in the table is 25% of the award per year at each of the first four annual anniversaries of the grant date. In addition, all such NQSOs would vest (or continue to vest) upon the occurrence of certain events, as set forth under the heading “Potential Payments upon Termination or Change-in-Control” and subheading “Outstanding Equity Awards.” (2)Unvested RSU awards, and PSU awards whose performance periods have been completed (but whose related service vesting periods extend beyond the end of Fiscal 2023) are reflected in the first two columns of this section, while PSUs with performance periods extending beyond the end of Fiscal 2023 are reflected in the final two columns. (3)The exercise price of an NQSO is the NYSE closing price for a share of Class A Stock on the grant date.

  137. Outstanding Equity Awards as of February 28, 2023

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  138. Outstanding Equity Awards as of February 28, 2023

    | EXECUTIVE COMPENSATION | Compensation Tables and Related Information | Table of Contents |

  139. Outstanding Equity Awards as of February 28, 2023

    (4)All NQSO awards set forth in the table were granted with ten-year terms. Vested options are generally exercisable for 90 days following termination of employment unless special treatment is provided as set forth under the heading “Potential Payments upon Termination or Change-in-Control” and subheading “Outstanding Equity Awards.” (5)Except as otherwise noted in these footnotes, the vesting schedule for all RSU awards in the table is 25% of the award per year at each of the first four anniversaries of May 1 of the year of grant. In addition, all RSU awards would vest (or continue to vest) upon the occurrence of certain events, as set forth under the heading “Potential Payments upon Termination or Change-in-Control” and subheading “Outstanding Equity Awards.” The vesting of the April 21, 2020 PSU awards is based on our Fiscal 2021-2023 TSR performance as compared to companies in the S&P 500 Index. In April 2023, the Human Resources Committee certified performance under these PSU awards at approximately the 39th percentile performance, and the number of units associated with this performance level is included in this column. These PSU awards required continued service through May 1, 2023 and were paid out to each named executive officer on or immediately after such date. Therefore, those awards are reflected in the table as they had not vested as of the end of Fiscal 2023. (6)These amounts are based on the February 28, 2023 NYSE closing price of $223.70 for a share of Class A Stock. (7)The vesting of the April 20, 2021 PSU awards is based on our Fiscal 2022-2024 TSR performance as compared to companies in the S&P 500 Index. Based on our actual Fiscal 2022 and Fiscal 2023 TSR performance as compared to companies in the S&P 500 Index, the amounts set forth in this column reflect a payout at the target level for these awards. The actual payout, if any, requires that the named executive officer remains employed with us until the May 1, 2024 service vesting date, and any actual payout of shares may be less than the amount reflected. The vesting of the April 21, 2022 PSU awards is based on our Fiscal 2023-2025 TSR performance as compared to companies in the S&P 500 Index. Based on our actual Fiscal 2023 TSR performance as compared to companies in the S&P 500 Index, the amounts set forth in this column reflect a payout at the maximum level for these awards. The actual payout, if any, requires that the named executive officer remains employed with us until the May 1, 2025 service vesting date, and any actual payout of shares may be less than the amount reflected. In addition, all PSU awards would either vest at the target level or on a pro-rated basis upon the occurrence of certain events, as set forth under the heading “Potential Payments upon Termination or Change-in-Control” and subheading “Outstanding Equity Awards.” Further information concerning the Fiscal 2023 awards can be found in the CD&A under the heading “Long-Term Equity Incentive Awards” and subheading “Named Executive Officer Long-Term Incentive Awards – Fiscal 2023” and in the Grants of Plan-Based Awards in Fiscal 2023 table. (8)All of the outstanding NQSOs held by each of Messrs. Robert Sands and Richard Sands have been transferred to limited liability companies for estate planning purposes. The NQSOs and RSUs granted to Messrs. Robert Sands and Richard Sands on November 10, 2022 under the non-management director compensation program vest on May 10, 2023 and July 10, 2023, respectively.

  140. Option Exercises and Stock Vested in Fiscal 2023

    Option Exercises and Stock Vested in Fiscal 2023 The following table presents information concerning NQSO exercises and shares of stock acquired upon vesting of RSU or PSU awards by each of the named executive officers in Fiscal 2023:

  141. Option Exercises and Stock Vested in Fiscal 2023

    | | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise | Value Realized on Exercise (1) | Number of Shares Acquired on Vesting | Value Realized on Vesting (2) | | William A. Newlands | — | $— | 9,985 | $2,531,730 | | Garth Hankinson | 2,270 | $472,463 | 2,549 | $646,121 | | Robert Hanson | — | $— | 5,298 | $1,341,543 | | James O. Bourdeau | 9,160 | $1,353,412 | 3,035 | $768,125 | | James A. Sabia, Jr. | 8,330 | $1,423,843 | 2,120 | $538,721 | | Robert Sands | — | $— | 1,488 | $384,038 | | Richard Sands | — | $— | — | $— |

  142. Option Exercises and Stock Vested in Fiscal 2023

    (1)These amounts reflect the aggregate of the differences between the exercise price of the NQSO and the market price of a share of Class A Stock at the time of exercise for each NQSO exercised by a named executive officer in Fiscal 2023.

  143. Option Exercises and Stock Vested in Fiscal 2023

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  144. Option Exercises and Stock Vested in Fiscal 2023

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  145. Option Exercises and Stock Vested in Fiscal 2023

    (2)These amounts reflect the value realized from the vesting of RSU and PSU awards on the vesting date, the value of which were based on the NYSE closing price for a share of Class A Stock on that date, plus accrued dividend equivalents paid out at the time of vesting.

  146. Pension Benefits

    Pension Benefits We do not maintain any tax-qualified pension plans or nonqualified or supplemental defined benefit plans. We maintain the Constellation Brands, Inc. 401(k) and Profit Sharing Plan, a tax qualified, defined contribution plan described above under the subheading “Savings Plans and Health and Welfare Benefits.”

  147. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation Effective December 31, 2018, the Company amended the 2005 SERP to freeze participation in and future contributions to the plan, to continue to credit participant balances resulting from investment gains and losses, and to distribute such amounts pursuant to the terms of the plan. Its predecessor plan, the SERP, was previously similarly frozen. Effective January 1, 2019, certain employees, including each of the named executive officers, became eligible to participate in our NQSP, which is a nonqualified deferred compensation plan. The NQSP is designed to provide participants with the benefit of the company non-elective contributions that could not be made to their accounts under the 401(k) and Profit Sharing Plan due to Internal Revenue Code limitations. The NQSP also provides participants with an elective deferral opportunity and is designed to satisfy the requirements of Section 409A of the Internal Revenue Code. For service prior to January 1, 2019, the Company made non-elective contributions to the SERP, and for service on or after January 1, 2019, the Company makes non-elective contributions to the NQSP. Such contributions are made on behalf of each eligible participant, including our named executive officers, and are equal to the amount of the non-elective contributions that a participant would have otherwise received under the 401(k) and Profit Sharing Plan on the portion of their salary that exceeded the applicable Internal Revenue Code limits. Participants did not make contributions under the SERP. Each year, participants may elect to defer a portion of their base salary and annual cash incentive bonus into the NQSP. Participants may direct the investment of their accounts under the SERP and the NQSP into investment options that are similar to those offered under our 401(k) and Profit Sharing Plan. Company non-elective contributions to the SERP and NQSP are immediately vested. Accounts under the SERP are distributed in a single lump-sum payment six months following a participant’s separation from service. Participants elect distribution of each year’s account under the NQSP in a specified number of annual installments or a lump-sum payment commencing upon either separation from service or a specified date. See the following tables for additional information.

  148. Nonqualified Deferred Compensation

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  149. Nonqualified Deferred Compensation

    | EXECUTIVE COMPENSATION | Compensation Tables and Related Information | Table of Contents |

  150. Fiscal 2023 Nonqualified Deferred Compensation Table

    Fiscal 2023 Nonqualified Deferred Compensation Table

  151. Fiscal 2023 Nonqualified Deferred Compensation Table

    | | Plan | Executive Contributions in Last FY (1) | Registrant Contributions in Last FY (2) | Aggregate Earnings (Losses) in Last FY (3) | Aggregate Withdrawals/Distributions | Aggregate Balance at Last FYE (4) | | William A. Newlands | SERP | $— | $— | $(5,383) | $— | $61,361 | | | NQSP | $900,000 | $30,773 | $(204,464) | $— | $2,620,403 | | Garth Hankinson | SERP | $— | $— | $(86) | $— | $1,049 | | | NQSP | $— | $13,092 | $(1,263) | $— | $21,703 | | Robert Hanson | SERP | $— | $— | $— | $— | $— | | | NQSP | $556,752 | $16,489 | $(66,676) | $— | $1,056,804 | | James O. Bourdeau | SERP | $— | $— | $(1,288) | $— | $13,908 | | | NQSP | $— | $9,965 | $(2,031) | $— | $28,214 | | James A. Sabia, Jr. | SERP | $— | $— | $(1,330) | $— | $42,561 | | | NQSP | $— | $11,792 | $(1,534) | $— | $23,172 | | Robert Sands | SERP | $— | $— | $(190,988) | $— | $2,281,977 | | | NQSP | $— | $20,567 | $(5,191) | $— | $73,161 | | Richard Sands | SERP | $— | $— | $(96,353) | $— | $2,808,249 | | | NQSP | $— | $16,110 | $(3,913) | $— | $58,151 |

  152. Fiscal 2023 Nonqualified Deferred Compensation Table

    (1)The SERP did not provide for elective deferrals. Amounts in this column consist of amounts withheld from a named executive officer’s compensation otherwise payable during Fiscal 2023 and deferred into the NQSP. All of these amounts are reflected in the Summary Compensation Table. (2)During Fiscal 2023, our named executive officers were eligible to receive a 3% non-elective contribution on compensation that exceeded the IRS limits that apply to the 401(k) and Profit Sharing Plan. Such contributions are reported in the fiscal year in which they are accrued or earned, regardless of the fiscal year in which the contribution is actually made to the SERP or the NQSP. All of these amounts are reflected in the Summary Compensation Table. (3)Earnings are credited in accordance with the named executive officer’s investment direction. These amounts represent the aggregate earnings during Fiscal 2023 on the accounts held for each named executive officer under the SERP and the NQSP. None of these amounts are reflected in the Summary Compensation Table. (4)Of the amounts in this column, the following amounts have also been reported in the Summary Compensation Table:

  153. Fiscal 2023 Nonqualified Deferred Compensation Table

    | | Previously Reported Aggregate Balance for | | | | Fiscal 2022 | Fiscal 2021 | | William A. Newlands | $851,454 | $645,955 | | Garth Hankinson | $12,237 | $9,450 | | Robert Hanson | $420,573 | $— | | James O. Bourdeau | $— | $— | | James A. Sabia, Jr. | $— | $— | | Robert Sands | $21,900 | $23,227 | | Richard Sands | $17,310 | $18,460 |

  154. Fiscal 2023 Nonqualified Deferred Compensation Table

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  155. Fiscal 2023 Nonqualified Deferred Compensation Table

    | EXECUTIVE COMPENSATION | Compensation Tables and Related Information | Table of Contents |

  156. Potential Payments upon Termination or Change-in-Control

    Potential Payments upon Termination or Change-in-Control In the event of specified terminations of employment, or a change-in-control of the company, our named executive officers would become entitled to certain payments and benefits under their respective employment agreements, the terms of their outstanding equity awards under the LTSIP, our AMIP, our SERP, and our NQSP. The following information describes and quantifies the compensation and benefits for our named executive officers that would have become payable if a named executive officer’s employment had terminated on February 28, 2023, or if a change-in-control of the company occurred on February 28, 2023, based on the terms and conditions of their respective employment agreement, and our agreements, plans, and arrangements in effect on such date. These benefits are in addition to the benefits generally available to salaried employees, such as our 401(k) and Profit Sharing Plan, ESPP, life and disability insurance programs, and medical, dental, and vision benefits. Employment Agreements The employment agreements with our named executive officers in effect as of the end of Fiscal 2023 provide for specified post-termination payments and benefits in the event of the occurrence of certain termination events. In order to receive the payments and benefits set forth below, a terminating executive must execute a release in favor of us and agree not to compete with us without our consent for a period of three years in the case of Messrs. Robert Sands and Richard Sands, or two years in the case of each of the other executives (other than Mr. Hanson, whose post-termination restrictive covenants are limited as required by California law). The employment agreements also prohibit the executives, for a period of 18 months after termination in the case of Messrs. Robert Sands or Richard Sands, and for a period of 12 months after termination in the case of the other executives, from seeking to induce our employees to leave their employment with us. Finally, the agreements provide the executives with certain indemnification rights and prohibit the executives, whether during or after employment, from divulging our confidential information or trade secrets or using such information in connection with any outside business activity. Under the employment agreement with each of our named executive officers, post-termination payments and benefits are triggered in the event that the executive’s employment terminates upon the expiration of the employment agreement, or if (i) the executive voluntarily terminates his employment for “good reason,” or (ii) the executive’s employment is involuntarily terminated by us for any reason other than “for cause.” Under the 2008 employment agreements with Messrs. Robert Sands and Richard Sands, post-termination payments and benefits are also triggered in the event of the executive’s (i) death, (ii) disability (which requires the executive to be unable to perform his duties for six months as determined by the Board), or (iii) retirement (which requires the executive to be at least 60 years of age and have 10 years of service). These triggering terminations are each referred to as a “qualifying termination.” Under the employment agreements with our named executive officers, a qualifying termination results in: •in the case of Messrs. Robert Sands and Richard Sands, a lump-sum payment equal to three times base salary and three times the average annual bonus paid to the executive over the prior three fiscal years; and in the case of all other named executive officers, a lump-sum payment equal to two times base salary and two times the average annual bonus paid to the executive over the prior three fiscal years; •payments equal to the total monthly cost of the executive’s medical and dental coverage in effect at the time of termination extending for 36 months in the case of Messrs. Robert Sands and Richard Sands and 24 months in the case of the other named executive officers; •in the case of all named executive officers, outplacement services for a period of up to 18 months; •in the case of Messrs. Robert Sands and Richard Sands, continued personal use of our corporate aircraft, when not needed for business purposes, at comparable levels to that provided over the three-year period prior to termination and continued participation in our annual product allowance program, in each case, for a period of three years following termination; and •following a change-in-control of the Company, in the case of Messrs. Robert Sands and Richard Sands, payment of any excise taxes, penalties or interest attributed to payments related to a change-in-control under Sections 280G and 4999 of the Internal Revenue Code on a grossed-up basis.

  157. Potential Payments upon Termination or Change-in-Control

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  158. Potential Payments upon Termination or Change-in-Control

    | EXECUTIVE COMPENSATION | Compensation Tables and Related Information | Table of Contents |

  159. Potential Payments upon Termination or Change-in-Control

    Each of our named executive officers’ agreements defines a “for cause” termination to mean that we terminate the executive for (i) any intentional, non-incidental misappropriation of our funds or property; (ii) unreasonable (and persistent) neglect or refusal to perform his duties (and which is not remedied within 30 days after written notice); (iii) the material breach of any restrictive covenant, or divulging our confidential information or trade secrets or using such information in connection with any outside business activity; or (iv) a conviction of a felony. The agreements with each of our named executive officers define a “good reason” termination as the executive’s ability to terminate his employment for the occurrence of any of the following events without his consent: (i) a material reduction of the executive’s employment band or his duties and responsibilities; (ii) a material reduction of the executive’s base salary; or (iii) a material breach of the executive’s employment agreement by us. Under the agreements with Messrs. Robert Sands and Richard Sands, a “good reason” termination also includes an action by us to move their principal workplace to a location more than 30 miles from our headquarters or an immaterial reduction of the executive’s base salary. Under the agreement with Mr. Hanson, a “good reason” termination also includes an action by us to move his principal workplace to a location more than 50 miles from our San Francisco office. The following table presents information concerning the post-termination payments each named executive officer would have received under his respective employment agreement in connection with a qualifying termination as of February 28, 2023. Messrs. Robert Sands and Richard Sands each retired on November 10, 2022, and the actual amount payable to each of them under their respective employment agreements in connection with their retirement is set forth below and is also set forth above in the All Other Compensation column of the Summary Compensation Table.

  160. Potential Payments upon Termination or Change-in-Control

    | | Severance Pay | Medical and Dental | Aircraft | Product Allowance | Outplacement Services and Relocation Services | Estimated Excise Tax Gross-Ups (1) | Total | | William A. Newlands | $9,727,820 | $38,981 | NA | NA | $55,000 | NA | $9,821,801 | | Garth Hankinson | $3,823,225 | $38,981 | NA | NA | $55,000 | NA | $3,917,206 | | Robert Hanson | $4,475,523 | $28,586 | NA | NA | $55,000 | NA | $4,559,109 | | James O. Bourdeau | $2,878,707 | $38,981 | NA | NA | $55,000 | NA | $2,972,688 | | James A. Sabia, Jr. | $3,156,132 | $57,921 | NA | NA | $55,000 | NA | $3,269,053 | | Robert Sands | $11,356,225 | $38,412 | $2,515,178 | $60,000 | $55,000 | $— | $14,024,815 | | Richard Sands | $9,665,630 | $37,116 | $4,094,598 | $60,000 | $55,000 | $— | $13,912,344 |

  161. Potential Payments upon Termination or Change-in-Control

    (1)We do not believe any excise tax gross-up payments would have been incurred due to a termination of the employment of any named executive officer on February 28, 2023, in connection with a change-in-control. Pursuant to the terms of their employment agreements, only Messrs. Robert Sands and Richard Sands are eligible for an excise tax gross-up payment under such circumstances. The employment agreements with each of our other named executive officers provides for a “best net” approach under which the severance payment is either reduced to an amount $1 below that which would subject the executive to the excise tax or, if it would provide a greater net payment to the executive after the payment of any excise tax, paid in full without any gross-up payment from us. These payments would be made pursuant to the terms of the employment agreements and in accordance with Section 409A of the Internal Revenue Code. Generally, severance pay and six months’ worth of medical and dental payments would be paid on the first business day of the seventh month following the officer’s separation from service with monthly medical and dental payments continuing thereafter until fully paid.

  162. Outstanding Equity Awards

    Outstanding Equity Awards The unvested equity awards held by each of the named executive officers are described above in the Outstanding Equity Awards as of February 28, 2023 table. We made each of those awards pursuant to our LTSIP. The following chart summarizes the various vesting provisions in our outstanding awards under our LTSIP that were not fully

  163. Outstanding Equity Awards

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  164. Outstanding Equity Awards

    | EXECUTIVE COMPENSATION | Compensation Tables and Related Information | Table of Contents |

  165. Outstanding Equity Awards

    vested as of February 28, 2023:

  166. Outstanding Equity Awards

    | | Potential Equity Vesting Triggers (1) | | | | | | Equity Type | Qualifying Termination following a Change-in-Control (2) | Death or Disability | Retirement | For Cause Termination | Other Voluntary or Involuntary Termination | | NQSO | Yes | Yes | Yes (3) | No | No | | RSU | Yes | Yes | Yes (3) | No | No | | PSU | Yes | Yes (4) | Yes (5) | No | No |

  167. Outstanding Equity Awards

    (1)As defined in the LTSIP and the applicable award agreements issued thereunder. (2)In the event of a change-in-control of the company in which the outstanding equity awards are assumed or replaced by the acquirer, if the executive is involuntarily terminated by the company without cause, or voluntarily terminates employment for good reason, in each case within 24 months following the occurrence of the change-in-control: (i) outstanding NQSOs shall become fully vested and exercisable and shall be exercisable for 90 days following such termination; (ii) outstanding RSUs shall become fully vested and shall be delivered within 30 days following such termination; and (iii) outstanding PSUs shall become vested at target and shall be delivered within 30 days following such termination. (3)Continue to vest on vesting schedule upon continuous service through the first November 1 following the grant date, based on compliance with restrictive covenants through each such vesting date. (4)Vest at target level. (5)For relative TSR PSUs, vest at the end of the performance period based upon the Company’s actual performance during the full performance period and pro-rated for the portion of the performance period during which the executive officer served prior to retirement; and vesting is dependent upon continuous employment until November 1 in the year of grant. As of February 28, 2023, Messrs. Newlands and Sabia would have been eligible for the retirement treatment set forth above. In the event of a termination or change-in-control event that resulted in accelerated vesting of outstanding equity awards (as set forth above), the values of (i) unvested in-the-money NQSOs, (ii) unvested RSUs, and (iii) the target amount of unvested PSUs, in each case, held by each of the named executive officers as of February 28, 2023 (based on the NYSE closing price of $223.70 for a share of Class A Stock on such date) were as follows:

  168. Outstanding Equity Awards

    | | NQSOs | RSUs | PSUs | | William A. Newlands | $3,781,776 | $4,783,601 | $5,981,291 | | Garth Hankinson | $795,047 | $1,515,568 | $1,582,678 | | Robert Hanson | $1,321,028 | $2,073,923 | $2,198,747 | | James O. Bourdeau | $834,689 | $1,496,106 | $1,398,572 | | James A. Sabia, Jr. | $608,284 | $820,755 | $1,010,229 | | Robert Sands | $4,981,315 | $72,926 | $— | | Richard Sands | $4,234,080 | $72,926 | $— |

  169. Outstanding Equity Awards

    AMIP Payments. Our AMIP is described in the CD&A under the heading “Short-Term Cash Incentives: Fiscal 2023 AMIP.” The Fiscal 2023 award program provides that in the event a named executive officer’s employment terminates for any reason other than retirement (defined as attained age 60 with at least five years of service), disability, death, or involuntary termination without cause prior to the end of the performance period, the named executive officer forfeits all rights to a short-term cash incentive bonus payment for such period. In the event of a named executive officer’s retirement, disability, death, or involuntary termination without cause prior to the end of the performance period, the named executive officer will become entitled to a pro-rated portion of the short-term cash incentive bonus payment that would have been payable had the individual not terminated employment. Such bonus, if any, will be paid at the same time bonuses are paid to similarly situated participants who do not

  170. Outstanding Equity Awards

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  171. Outstanding Equity Awards

    | EXECUTIVE COMPENSATION | Compensation Tables and Related Information | Table of Contents |

  172. Outstanding Equity Awards

    terminate employment. Actual payouts under the plan to the named executive officers for Fiscal 2023 are set forth above in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. NQSP. This plan is described under the heading “Nonqualified Deferred Compensation.” In the event of any termination of employment as of February 28, 2023, each named executive officer (or, in the case of death, the named executive officer’s beneficiary) would be entitled to receive the value of his respective vested plan account balance set forth in the table under the heading “Nonqualified Deferred Compensation.” In the event of a change-in-control (as defined by the plan), we would make lump sum payments of account balances to participants within 90 days of the change-in-control event. Supplemental Executive Retirement Plans. Our supplemental executive retirement plans are described under the heading “Nonqualified Deferred Compensation.” In the event of any termination of employment as of February 28, 2023, each named executive officer (or, in the case of death, the named executive officer’s beneficiary) would be entitled to receive the value of his respective vested plan account balance set forth in the table under the heading “Nonqualified Deferred Compensation.” In the event of a change-in-control (as defined by the plans), we would make lump sum payments of account balances to participants within 90 days of the change-in-control event.

  173. Outstanding Equity Awards

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  174. Outstanding Equity Awards

    | EXECUTIVE COMPENSATION | CEO Pay Ratio | Table of Contents |

  175. Outstanding Equity Awards

    CEO Pay Ratio For Fiscal 2023, the annual total compensation of our Chief Executive Officer is $16,068,340, and the annual total compensation of our median employee is $34,821. The ratio of the annual total compensation of our CEO to the annual total compensation of our median employee is approximately 461 to 1. This pay ratio is a reasonable estimate, calculated in a manner consistent with the applicable SEC requirements. We re-identified our median employee this year based on the information available in our human resources information system, and we include all U.S. and non-U.S. employees, full and part-time employees, and temporary and seasonal employees in the universe of possible employees when identifying our median employee, which for Fiscal 2023 was 9,433 total employees. We determined our median employee as of the last day of our 2023 fiscal year, the same date that we use for determining the compensation of our CEO under the SEC executive compensation disclosure rules. For purposes of identifying our median employee, we calculate compensation as the sum of: (i) base salary (not including overtime); (ii) target bonus as of the determination date; and (iii) target equity award percentage of base salary (multiplied by base salary to provide a dollar value). We do not make cost of living adjustments for the compensation of employees based outside of the U.S. We convert the compensation paid to non-U.S. employees in local currency to U.S. dollars using the applicable exchange rate in effect as of the determination date. Once we identify our median employee, we calculate their compensation under the Summary Compensation Table rules in a manner that is consistent with the calculation of our CEO’s compensation, without any adjustments or estimates. The SEC requirements for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported by us.

  176. Outstanding Equity Awards

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  177. Outstanding Equity Awards

    | EXECUTIVE COMPENSATION | Pay versus Performance | Table of Contents |

  178. Pay versus Performance

    Pay versus Performance As required by Section 953(a) of the Dodd-Frank Act and Item 402(v) of Regulation S-K, the Company is providing the following information regarding the relationship between the executive “Compensation Actually Paid” as defined in Item 402(v)) by the Company and the financial performance of the Company over the applicable time period of the disclosure, calculated in a manner consistent with Item 402(v). Additional information regarding our compensation philosophy, the structure of our compensation programs, and compensation decisions made this year is described under the heading above entitled "Compensation Discussion and Analysis." The following table provides information regarding CAP for our PEO and our other named executive officers for each of Fiscal 2021 through Fiscal 2023 as compared to our TSR for each such fiscal year, the TSR of the S&P 500 Food, Beverage, and Tobacco Index, our Net Income (loss) and Net Sales, our CSM for each such year.

  179. Pay versus Performance

    | | | | | | Value of Initial $100 Investment Based On: | | | | | Fiscal Year | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO (4)(6) | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs (5)(6) | Total Shareholder Return (7) | Peer Group Total Shareholder Return (8) | Net Income (Loss) (in millions) (9) | Net Sales (in millions) (10) | | 2023 (1) | $16,068,340 | $15,728,089 | $10,422,191 | $10,722,811 | $135.44 | $138.59 | $(38.5) | $9,452.6 | | 2022 (2) | $12,040,281 | $4,988,292 | $6,743,095 | $5,740,281 | $128.83 | $134.10 | $1.0 | $8,820.7 | | 2021 (3) | $11,727,855 | $19,696,460 | $6,702,839 | $11,408,365 | $126.27 | $107.61 | $2,031.8 | $8,614.9 |

  180. Pay versus Performance

    (1)For Fiscal 2023, the Company PEO was William A. Newlands, and the Company's other named executive officers were Garth Hankinson, James O. Bourdeau, Robert Hanson, James A. Sabia, Jr., Robert Sands, and Richard Sands. (2)For Fiscal 2022, the Company PEO was William A. Newlands, and the Company's other named executive officers were Garth Hankinson, Robert Sands, Richard Sands, and Robert Hanson. (3)For Fiscal 2021, the Company PEO was William A. Newlands, and the Company's other named executive officers were Garth Hankinson, Robert Sands, Richard Sands, and F. Paul Hetterich. (4)The amounts deducted and added to the Summary Compensation Table Total to calculate the CAP for each reported fiscal year are as follows:

  181. Pay versus Performance

    | | Fiscal 2023 | Fiscal 2022 | Fiscal 2021 | | Summary Compensation Table Total | $16,068,340 | $12,040,281 | $11,727,855 | | Decreased by the full grant date fair value of RSUs and PSUs granted during the reported fiscal year; | (6,389,602) | (3,681,902) | (3,659,676) | | Decreased by the grant date fair value of NQSOs granted during the reported fiscal year; | (4,999,557) | (3,149,674) | (3,150,605) | | Increased by the fair value as of the end of the fiscal year of all awards granted during the fiscal year that were outstanding and unvested as of the end of such fiscal year; | 8,692,913 | 5,143,845 | 12,401,201 | | Increased (or if negative, decreased) by the change in fair value from the end of the prior fiscal year through the end of the reported fiscal year of any awards granted in any prior fiscal year that are outstanding and unvested as of the end of the reported fiscal year; | 1,251,898 | (2,040,979) | 2,620,210 | | Increased by the fair value as of the vesting date, for awards that are granted and vest in the same year; | — | — | — | | Increased (or if negative, decreased) by the change in fair value from the end of the prior fiscal year through the vesting date of any awards granted in any prior fiscal year for which all applicable vesting conditions were satisfied at the end of or during the reported fiscal year; | 1,029,575 | 369,769 | (282,309) | | Decreased by the fair value at the end of the prior fiscal year, of any awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during the reported fiscal year; and | — | (3,731,175) | — |

  182. Pay versus Performance

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  183. Pay versus Performance

    | EXECUTIVE COMPENSATION | Pay versus Performance | Table of Contents |

  184. Pay versus Performance

    | | Fiscal 2023 | Fiscal 2022 | Fiscal 2021 | | Increased by the dollar value of any dividend equivalents paid on RSUs and PSUs in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year. | 74,522 | 38,127 | 39,784 | | Compensation Actually Paid | $15,728,089 | $4,988,292 | $19,696,460 |

  185. Pay versus Performance

    (5)The amounts deducted and added to the Average Summary Compensation Table Total to calculate the Average CAP for each reported fiscal year are as follows:

  186. Pay versus Performance

    | | Fiscal 2023 | Fiscal 2022 | Fiscal 2021 | | Summary Compensation Table Total | $10,422,191 | $6,743,095 | $6,702,839 | | Decreased by the full grant date fair value of RSUs and PSUs granted during the reported fiscal year; | (1,116,692) | (697,946) | (527,992) | | Decreased by the grant date fair value of NQSOs granted during the reported fiscal year; | (2,131,535) | (2,483,829) | (2,341,824) | | Increased by the fair value as of the end of the fiscal year of all awards granted during the fiscal year that were outstanding and unvested as of the end of such fiscal year; | 2,354,857 | 2,323,652 | 6,214,225 | | Increased (or if negative, decreased) by the change in fair value from the end of the prior fiscal year through the end of the reported fiscal year of any awards granted in any prior fiscal year that are outstanding and unvested as of the end of the reported fiscal year; | 387,363 | (550,019) | 1,677,568 | | Increased by the fair value as of the vesting date, for awards that are granted and vest in the same year; | — | — | — | | Increased (or if negative, decreased) by the change in fair value from the end of the prior fiscal year through the vesting date of any awards granted in any prior fiscal year for which all applicable vesting conditions were satisfied at the end of or during the reported fiscal year; | 787,843 | 385,628 | (352,026) | | Decreased by the fair value at the end of the prior fiscal year, of any awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during the reported fiscal year; and | — | — | — | | Increased by the dollar value of any dividend equivalents paid on RSUs and PSUs in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year. | 18,784 | 19,700 | 35,575 | | Compensation Actually Paid | $10,722,811 | $5,740,281 | $11,408,365 |

  187. Pay versus Performance

    (6)Fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined by reference to: (1) for RSU awards, closing price of our Class A Stock on applicable year-end dates or, in the case of vesting dates, the actual vesting price; (2) for PSU awards, the same valuation methodology as RSU awards above except year-end and vesting date values are multiplied by the probability of achievement or actual results, as applicable, as of each such date and, for PSU awards with market-based conditions, the probability is determined based on the outcome of a Monte Carlo simulation; and (3) for NQSOs, the fair value calculated based on the outcome of a Monte Carlo simulation as of the applicable year-end or vesting date(s), determined based on the same methodology as used to determine grant date fair values (but using a Monte Carlo simulation instead of a Black-Scholes pricing model as was used on the grant date), the closing price of our Class A Stock on the applicable revaluation date as the current market price as of the revaluation date, and in all cases determined using assumptions and inputs consistent with those found in Note 18 of our financial statements in our 2023 Form 10-K. (7)TSR is determined based on the value of an initial fixed investment of $100. (8)The S&P 500 Food, Beverage, and Tobacco Index is the peer group index selected by the Company for this purpose and for purposes of the Stock Performance Graph in our Annual Report. (9)Net income (loss) as reported in our 2023 Form 10-K in accordance with GAAP. (10)Net Sales was selected as our CSM because management believes it is the most important annual financial performance measure used to link executive pay and Company performance in Fiscal 2023. Net Sales is one of the three performance metrics used under our AMIP, is also discussed under the heading above entitled "Compensation Discussion and Analysis," and is defined as GAAP net sales as reported in our 2023 Form 10-K.

  188. Pay versus Performance

    | Constellation Brands, Inc. 2023 Proxy Statement | #WORTHREACHINGFOR I 69 |

  189. Pay versus Performance

    | EXECUTIVE COMPENSATION | Pay versus Performance | Table of Contents |

  190. Pay versus Performance

    Relationship Between Compensation Actually Paid and Cumulative Total Shareholder Return Relationship Between Compensation Actually Paid and Net Income Relationship Between Compensation Actually Paid and Company-Selected Measure (Net Sales)

  191. Pay versus Performance

    | Constellation Brands, Inc. 2023 Proxy Statement | #WORTHREACHINGFOR I 70 |

  192. Pay versus Performance

    | EXECUTIVE COMPENSATION | Pay versus Performance | Table of Contents |

  193. Pay versus Performance

    Company-Selected Financial Performance Measures Below is a tabular list of the most important financial performance measures used by the Company and the Human Resources Committee to link named executive officer compensation to Company performance.

  194. Pay versus Performance

    | Net Sales | | Comparable EBIT | | Free Cash Flow |

  195. Pay versus Performance

    | Constellation Brands, Inc. 2023 Proxy Statement | #WORTHREACHINGFOR I 71 |

  196. Pay versus Performance

    | EXECUTIVE COMPENSATION | Proposal 3 – Say-On-Pay Vote | Table of Contents |