DEF 14A of Constellation Brands, Inc., Jun 3, 2024

DEF 14A of Constellation Brands, Inc.

Filed Jun 3, 2024 · FY20240000016918-24-000102

Open on EDGAR

  1. Proposal 1 – Election of Directors

    Proposal 1 – Election of Directors Director Nominees The terms of our current directors will expire at the Meeting. The Board has nominated thirteen 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. We provide an overview of the thirteen nominees in the table below. Starting on page 10, we provide a full matrix of director skills and experiences, as well as the rationale for considering such skills and experiences. See “Director Biographies” on page 13 for more information about each of our director nominees.

  2. Proposal 1 – Election of Directors

    | Nominee | Age | Director Since | Independent | Other Public Company Boards | Committee Membership (C = Chair) | | Christopher J. Baldwin | 61 | 2024 | Y | 2* | Board Chair No Committees | | Christy Clark | 58 | 2019 | Y | 0 | HRC | | Jennifer M. Daniels | 60 | 2018 | Y | 0 | CGNRC (C) Audit | | Nicholas I. Fink | 49 | 2021 | Y | 1 | CGNRC HRC | | William Giles | 64 | 2023 | Y | 2 | HRC | | Ernesto M. Hernández | 66 | 2014 | Y | 2 | CGNRC HRC (C) | | José Manuel Madero Garza | 56 | 2019 | Y | 1 | Audit | | Daniel J. McCarthy | 60 | 2015 | Y | 0 | Audit | | William A. Newlands | 65 | 2019 | N | 1 | None | | Richard Sands# | 73 | 1982 | N | 0 | None | | Robert Sands# | 65 | 1990 | N | 0 | None | | Judy A. Schmeling | 64 | 2013 | Y | 1 | CGNRC Audit (C) | | Luca Zaramella | 55 | 2023 | Y | 0 | Audit |

  3. Proposal 1 – Election of Directors

    * Mr. Baldwin is a director of BJ’s, however, on January 18, 2024, he notified BJ’s that he decided not to stand for re-election to BJ’s board of directors at its 2024 annual meeting of shareholders. # 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. Evaluation and Selection Process for Director Nominees 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 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

  4. Proposal 1 – Election of Directors

    | Constellation Brands, Inc. 2024 Proxy Statement | #WORTHREACHINGFOR I 9 |

  5. Proposal 1 – Election of Directors

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

  6. Proposal 1 – Election of Directors

    directors who joined the Board after June 2002, help 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 Experiences, Skills, Qualifications, and Diversity The CGNR Committee recommends 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 experiences and skills 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:

  7. Proposal 1 – Election of Directors

    | Experiences and Skills | Rationale for Consideration | | Senior Leadership | Provides valuable judgment and experience as a current or former C-suite executive or similar role at a publicly traded entity or large private company or other organization. Senior leadership experience allows a director to have a better understanding of management’s perspective while providing effective oversight of management and informs the Board’s succession planning process. | | Finance and Capital Allocation | 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. | | Industry | The consumer products industry, food and beverage industry, and the beverage alcohol industry specifically are fast-moving, complex, and highly regulated. Experience in these industries is important for understanding and reviewing our business and providing guidance on our strategy and industry positioning. | | Operations and Supply Chain | We operate large-scale brewing and winemaking facilities. Significant experience in direct and indirect procurement, demand and supply planning, logistics, and manufacturing is valuable in providing effective oversight to our global operations and supply chain. | | Accounting and Financial Reporting | Experience in accounting and financial reporting is important to ensure oversight of the integrity of our financial reporting, appropriate evaluation of our financial statements, compliance with legal and regulatory requirements, and the effectiveness of our internal controls. | | Brand Building and Marketing | Consistent with our mission statement to build brands that people love, we value directors with brand building and brand marketing experience because of the importance of consumer obsession, image, and reputation in the consumer products industry and in the beverage alcohol industry specifically. | | Human Capital Management | Our people are one of our most valuable assets. This skillset provides important experience dealing with critical human resource issues supporting and enhancing our talent acquisition, retention, and development strategies. | | International Operations | Experience with international operations, especially in Mexico, is critical to effective oversight of the key risks and opportunities related to our international operations and production facilities. | | Other Public Company Board and Governance | As we continue to evolve our corporate governance practices, this skillset provides a deeper understanding of the oversight responsibilities of public company boards and furthers the goals of greater transparency, accountability, and protection of stockholder interests. |

  8. Proposal 1 – Election of Directors

    The table below provides a high-level summary of the particular skills and experiences of each of the director nominees approved by the CGNR Committee for election at the Meeting. The fact that a director nominee is not identified as having a particular skill or experience 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.

  9. Proposal 1 – Election of Directors

    | Constellation Brands, Inc. 2024 Proxy Statement | #WORTHREACHINGFOR I 10 |

  10. Proposal 1 – Election of Directors

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

  11. Proposal 1 – Election of Directors

    | | Christopher J. Baldwin | Christy Clark | Jennifer M. Daniels | Nicholas I. Fink | William Giles | Ernesto M. Hernández | José Manuel Madero Garza | Daniel J. McCarthy | William A. Newlands | Richard Sands | Robert Sands | Judy A. Schmeling | Luca Zaramella | | Senior Leadership | X | X | X | X | X | X | X | X | X | X | X | X | X | | Finance and Capital Allocation | X | | | X | X | X | X | X | X | | | X | X | | Industry | X | | X | X | | | X | | X | X | X | | X | | Operations and Supply Chain | X | | | X | | X | X | X | X | | | | | | Accounting and Financial Reporting | | | X | | X | X | X | X | | | | X | X | | Brand Building and Marketing | X | | | X | | | | | X | X | X | | | | Human Capital Management | X | X | X | X | X | X | | X | X | X | X | | | | International Operations | | X | X | X | | X | X | | X | | | | X | | Other Public Company Board and Governance | X | X | X | X | X | X | X | X | X | | | X | |

  12. Proposal 1 – Election of Directors

    Director Nominee Demographics (1) (1)Based on self-disclosed demographic information as of May 27, 2024. (2)Excludes Messrs. Richard Sands and Robert Sands, who have been designated by WildStar to be nominated to the Board under the Reclassification Agreement.

  13. Proposal 1 – Election of Directors

    | Constellation Brands, Inc. 2024 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

    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. Director Independence The Board has adopted and reviews its Corporate Governance Guidelines on an annual basis. These guidelines, which were most recently revised in November 2023, require the CGNR Committee and the Board to review all relationships between the Company and directors or director nominees when 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 are available on our investor relations website at https://ir.cbrands.com under the section entitled “Governance Documents.” In April 2024, the Board reviewed the independence of each incumbent director and director nominee. Based on the Corporate Governance Guidelines and the recommendation of the CGNR Committee, 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: Christopher J. Baldwin, Christy Clark, Jennifer M. Daniels, Nicholas I. Fink, William Giles, Ernesto M. Hernández, José Manuel Madero Garza, Daniel J. McCarthy, Judy A. Schmeling, and Luca Zaramella. Accordingly, each director and director nominee, other than William A. Newlands, Richard Sands, and Robert Sands, is independent. Therefore, following the Meeting, assuming all of the nominated directors are elected, the Board will consist of thirteen directors, ten of whom will be independent. The Board also assessed the independence of Jeremy S. G. Fowden, Susan Somersille Johnson, and James A. Locke III who served on the Board during Fiscal 2024 and determined that each of them was independent for their respective tenures on the Board. In determining the independence of each director, the Board considered and deemed immaterial to the directors’ independence transactions involving 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 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 determined to be immaterial. Specifically, the Board considered the following: •For Mr. Baldwin, we had a very small commercial relationship for products and services with certain of the portfolio companies of CVC Advisors (U.S.) Inc. over the past three fiscal years. Mr. Baldwin is a Managing Partner of CVC. These commercial relationships had an aggregate value over the past three fiscal years of less than $85,000. •For Mr. Fowden, we had a very small commercial relationship for products and services with Primo Water Corporation over the past three fiscal years. Mr. Fowden is the non-executive Chairman of Primo Water Corporation. This commercial relationship had an aggregate value over the past three fiscal years of less than $60,000. The Board determined that these relationships did not impair the independence of the directors.

  16. Proposal 1 – Election of Directors

    | Constellation Brands, Inc. 2024 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

    Director Biographies The reported age of each nominee as presented in the following biographies is as of May 27, 2024.

  19. Proposal 1 – Election of Directors

    | Christoper J. Baldwin Director since 2024 Independent Age 61 | Independent Board Chair Background: Mr. Baldwin has served as a Managing Partner of CVC Advisors (U.S.) Inc., a leading global private markets manager, since October 2020. Prior to that, he served in various capacities for BJ’s since joining the company in September 2015. At BJ’s, Mr. Baldwin’s roles included Chief Executive Officer from February 2016 to February 2020 and chairman of the board in both executive and non-executive capacities at various times between May 2018 and June 2023. While at BJ’s, Mr. Baldwin served as Chairman of the board of directors of the National Retail Federation, the world’s largest retail trade association, from 2018 to 2020. Mr. Baldwin’s previous positions include Chief Executive Officer of Hess Retail Corporation, a global independent energy company and spin-off of Hess Corporation, from 2010 to March 2015, and various executive roles at Kraft Foods Group, Inc. (a predecessor of The Kraft Heinz Company), a food and beverage company; The Hershey Company, a global confectionary manufacturer; Nabisco, a manufacturer of cookies and snacks; and The Procter & Gamble Company, a multinational consumer goods corporation. Qualifications: Mr. Baldwin brings to the board extensive executive and board leadership experience from his current and previous roles as chief executive officer and chairman of multiple entities. He also possesses deep knowledge of the consumer packaged goods and food and beverage industries from more than 20 years of service in multiple facets of business leadership, including branding, marketing, and human capital development. Other Current Public Directorships: •Advantage Solutions Inc. (Nasdaq: ADV) •BJ’s Wholesale Club Holdings Inc. (NYSE: BJ) (not standing for re-election at BJ’s 2024 annual meeting of shareholders) Other Public Directorships in the Past Five Years: •None |

  20. Proposal 1 – Election of Directors

    | Christy Clark Director since 2019 Independent Age 58 | Committee: Human Resources Background: Ms. Clark has served as a Senior Advisor at Bennett Jones LLP, an internationally recognized Canadian law firm, since July 2018. From March 2011 to July 2017, she was the Premier of the Province of British Columbia, Canada. When she left politics in 2017, she was the longest serving female Premier in Canadian history. Qualifications: As Premier of British Columbia, Ms. Clark earned a reputation as a consensus builder who governed over a multi-year period of economic growth and diversification during which the province became Canada’s economic leader and first amongst the provinces in job creation. She brings to the Board her extensive experience in leading large organizations, confronting and building consensus around tough issues, as well as valuable insights into Canadian and international markets, fiscal management, and government relations. Other Current Public Directorships: •None Other Public Directorships in the Past Five Years: •Shaw Communications (NYSE: SJR) 2018-2023 •Recipe Unlimited Corporation (TSX: RECP) 2018-2022 |

  21. Proposal 1 – Election of Directors

    | Constellation Brands, Inc. 2024 Proxy Statement | #WORTHREACHINGFOR I 13 |

  22. Proposal 1 – Election of Directors

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

  23. Proposal 1 – Election of Directors

    | Jennifer M. Daniels Director since 2018 Independent Age 60 | Committees: Corporate Governance, Nominating, and Responsibility (Chair) Audit Background: 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 served as Vice President, General Counsel, and Secretary of Barnes & Noble, Inc. from 2007 through 2010. Before that, she spent nearly 17 years at IBM, progressing through increasingly senior roles including Vice President, Assistant General Counsel, Chief Trust and Compliance Officer. Qualifications: Ms. Daniels brings to the Board over 15 years of governance and legal experience developed at multiple public companies spanning several industries. Her recent experiences provide the Board with a global lens on consumer products business, the benefits of a strong transactional track record, and in-depth knowledge of the corporate governance practices of publicly-traded companies. Other Current Public Directorships: •None Other Public Directorships in the Past Five Years: •None |

  24. Proposal 1 – Election of Directors

    | Nicholas I. Fink Director since 2021 Independent Age 49 | Committees: Corporate Governance, Nominating, and Responsibility Human Resources Background: 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 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. Qualifications: As a current chief executive officer and former chief operating officer, Mr. Fink brings to the Board his executive leadership experience, specifically his experience creating incremental stockholder value through deploying capital, investing in consumer-driven innovation, and developing high-performance teams. He brings to the Board more than 20 years of international and consumer brand experience, including within the beverage alcohol industry, as well as his experience with mergers and acquisitions, and strategy. Other Current Public Directorships: •Fortune Brands Innovations, Inc. (NYSE: FBIN) Other Public Directorships in the Past Five Years: •None |

  25. Proposal 1 – Election of Directors

    | Constellation Brands, Inc. 2024 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

    | William Giles Director since 2023 Independent Age 64 | Committee: Human Resources Background: Mr. Giles served as Chief Financial Officer and Executive Vice President – Finance, Information Technology and Store Development, Customer Satisfaction for AutoZone (NYSE: AZO), the leading retailer and distributor of automotive replacement parts and accessories in the Americas, from 2007 to December 2020. Mr. Giles joined AutoZone in 2006 as Chief Financial Officer and Executive Vice President Finance. From 1991 to May 2006, he held several positions with Linens ‘n Things, Inc., a retailer of home textiles, housewares, and decorative home accessories, most recently as Executive Vice President and Chief Financial Officer. Prior to 1991, Mr. Giles was with Melville, Inc. and PricewaterhouseCoopers. Qualifications: Mr. Giles brings to the Board more than three decades of financial proficiency and business leadership in the retail products industry. The Board benefits from the extensive skills that he developed as the chief financial officer of a public company and his ability to provide insights into the strategic, risk management, governance, and financial topics under consideration at Constellation. Other Current Public Directorships: •Brinker International (NYSE: EAT) •Floor and Decor Holdings, Inc (NYSE: FND) Other Public Directorships in the Past Five Years: •None |

  28. Proposal 1 – Election of Directors

    | Ernesto M. Hernández Director since 2014 Independent Age 66 | Committees: Human Resources (Chair) Corporate Governance, Nominating, and Responsibility Background: Mr. Hernández retired from GM de Mexico, a subsidiary of General Motors Company, effective January 16, 2020. From June 2011 until August 2019, he served as President and 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. Qualifications: Mr. Hernández brings to the Board over 40 years of experience operating large manufacturing businesses in Mexico. His tenure at General Motors included overall responsibility for the commercial and manufacturing sides of General Motors’ operations in Mexico, Central America and the Caribbean. The Board’s oversight of Constellation’s operations in Mexico benefits greatly from his experience and insights regarding Mexican business operations. Other Current Public Directorships: •Dana Incorporated (NYSE: DAN) •BRP Inc. (TSX: DOO; NASDAQ: DOOO) Other Public Directorships in the Past Five Years: •None |

  29. Proposal 1 – Election of Directors

    | Constellation Brands, Inc. 2024 Proxy Statement | #WORTHREACHINGFOR I 15 |

  30. Proposal 1 – Election of Directors

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

  31. Proposal 1 – Election of Directors

    | José Manuel Madero Garza Director since 2019 Independent Age 56 | Committee: Audit Background: Mr. Madero served as interim Non-Executive Chair of the Board of the Company from July 2023 to March 2024. He 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 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. Qualifications: Mr. Madero brings to the Board valuable leadership and business experience, including his experience as the former chief executive officer of Grupo Bepensa, a Mexican business conglomerate operating across the industrial, automotive, financial services, and beverage (both alcoholic and non-alcoholic) sectors. Mr. Madero has successfully navigated the complexities of Mexican business operations, including the local regulatory environment, and brings that skillset and experience to the Board. Other Current Public Directorships: •Newmont Corporation (NYSE: NEM) Other Public Directorships in the Past Five Years: •None |

  32. Proposal 1 – Election of Directors

    | Daniel J. McCarthy Director since 2015 Independent Age 60 | Committee: Audit Background: 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 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. Qualifications: Mr. McCarthy brings to the Board his extensive experience as a former chief executive officer, where he demonstrated an ability for oversight, ensuring operational excellence and strategic alignment across the business. He also brings his experience in strategic planning, financial reporting, the competitive environment, mergers and acquisitions, and regulatory affairs. Other Current Public Directorships: •None Other Public Directorships in the Past Five Years: •Frontier Communications Corporation (Nasdaq: FYBR) 2014-2019 |

  33. Proposal 1 – Election of Directors

    | Constellation Brands, Inc. 2024 Proxy Statement | #WORTHREACHINGFOR I 16 |

  34. Proposal 1 – Election of Directors

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

  35. Proposal 1 – Election of Directors

    | William A. Newlands President and Chief Executive Officer Director since 2019 Age 65 | Background: 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 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. Qualifications: As the Company’s chief executive officer, Mr. Newlands is responsible for providing strategic leadership to the Company and working with the Board to establish long-range goals, strategies, plans, and policies. He 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. Other Current Public Directorships: •Hormel Foods Corporation (NYSE: HRL) (Lead Director) Other Public Directorships in the Past Five Years: •Canopy Growth Corporation (Nasdaq: CGC; TSX: WEED) 2018-2021 |

  36. Proposal 1 – Election of Directors

    | Richard Sands, Ph.D. Director since 1982 Age 73 | Background: 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 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. During the period of Mr. Sands’ leadership, the Company expanded through a combination of organic internal growth and inorganic mergers and acquisitions to become a leading global producer and marketer of beverage alcohol brands across imported beer, wine, and spirits. Under the experienced leadership of Mr. Richard Sands and his brother Mr. Robert Sands, the Company grew from a regional wine company to a publicly traded total beverage alcohol company in the S&P 500 with revenues for Fiscal 2023 in excess of $9 billion. Qualifications: Mr. Sands brings to the Board deep experience with the Company’s management, strategic priorities, and history. He has been a dynamic leader for decades, bringing his diverse skill set to bear in both the board room and operations of the Company. Mr. Sands was nominated to the Board by WildStar pursuant to the terms of the Reclassification Agreement. Other Current Public Directorships: •None Other Public Directorships in the Past Five Years: •None |

  37. Proposal 1 – Election of Directors

    | Constellation Brands, Inc. 2024 Proxy Statement | #WORTHREACHINGFOR I 17 |

  38. Proposal 1 – Election of Directors

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

  39. Proposal 1 – Election of Directors

    | Robert Sands Director since 1990 Age 65 | Background: 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 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. During his tenure as Chief Executive Officer, Mr. Sands led the Company through the acquisition of its Mexican beer business, the initial build out of its Mexican production footprint, and the premiumization of its brand portfolio. Under the experienced leadership of Mr. Robert Sands and his brother Mr. Richard Sands, the Company grew from a regional wine company to a publicly traded total beverage alcohol company in the S&P 500 with revenues for Fiscal 2023 in excess of $9 billion. Qualifications: Mr. Sands brings to the Board his vast expertise with the Company’s operations, brands, and shifting consumer demands, based on over three decades of experience across his many roles. He is a top leader of the beverage alcohol industry, having built extensive relationships across the industry at home and abroad. Mr. Sands was nominated to the Board by WildStar pursuant to the terms of the Reclassification Agreement. Other Current Public Directorships: •None Other Public Directorships in the Past Five Years: •None |

  40. Proposal 1 – Election of Directors

    | Judy A. Schmeling Director since 2013 Independent Age 64 | Committees: Audit (Chair) Corporate Governance, Nominating, and Responsibility Background: 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 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). Qualifications: Ms. Schmeling brings to the Board over 20 years of financial, operational, and leadership experience with her from HSN, a leading interactive multichannel retailer and the first television shopping network. She has also served in various roles through multiple corporate transitions, including the spin-off of HSN from IAC and HSN’s integration of additional businesses. Throughout her career as an executive and a director at other public companies, Ms. Schmeling has been at the forefront of new and emerging industries and has developed extensive expertise in accounting/finance, and has significant experience with operations, treasury functions, tax, investor relations, and corporate strategy. Other Current Public Directorships: •Casey’s General Stores, Inc. (Nasdaq: CASY) (Lead Director) Other Public Directorships in the Past Five Years: •Canopy Growth Corporation (Nasdaq: CGC; TSX: WEED) 2018-2024 |

  41. Proposal 1 – Election of Directors

    | Constellation Brands, Inc. 2024 Proxy Statement | #WORTHREACHINGFOR I 18 |

  42. Proposal 1 – Election of Directors

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

  43. Proposal 1 – Election of Directors

    | Luca Zaramella Director since 2023 Independent Age 55 | Committee: Audit Background: Mr. Zaramella has served as Executive Vice President, Chief Financial Officer of Mondelēz (Nasdaq: MDLZ), a global snacking leader, since August 2018. In this role, he is responsible for the oversight of the company’s global Finance, Information and Technology Solutions and shared service functions. He previously served as Senior Vice President Corporate Finance, CFO Commercial, and Treasurer from June 2016 to July 2018, as Interim Lead Finance North America from April 2017 to November 2017, as Senior Vice President and Corporate Controller from December 2014 to August 2016, and as Senior Vice President, Finance of Mondelēz Europe from October 2011 to November 2014. He joined Mondelēz in 1996. Qualifications: As the current chief financial officer of a multi-billion dollar public company in the food and beverage industry, Mr. Zaramella brings to the Board a wealth of financial expertise, including strategic planning, risk management, and financial reporting. He leverages his experience to provide the Board and the Company with insights into effective capital allocation, financial management, and operational efficiency. Other Current Public Directorships: •None Other Public Directorships in the Past Five Years: •None |

  44. 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.

  45. Proposal 1 – Election of Directors

    | Constellation Brands, Inc. 2024 Proxy Statement | #WORTHREACHINGFOR I 19 |

  46. Proposal 1 – Election of Directors

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

  47. Compensation Committee Interlocks and Insider Participation

    | CORPORATE GOVERNANCE | Director Compensation | Table of Contents |

  48. 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 2024. 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. 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 2023. In light of developments in the Company’s competitive positioning and the Committee’s historical biennial cycle for reviewing the director compensation program, including that no adjustments were considered in July 2022, FW Cook proposed two changes to the program: •A $10,000 increase in the grant date fair value of the RSU award, from $115,000 to $125,000; and •A $2,500 increase in the annual cash retainer for service as the Chair of the CGNR Committee. In FW Cook’s review and recommendation in June 2023 to make the above adjustments to the 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. FW Cook’s recommendation was reviewed and approved by the Board at its July 18, 2023 meeting. For the annual cycle starting with the first Board meeting immediately following the 2023 Annual Meeting of Stockholders, our annual compensation program for non-management directors consisted of: •an annual Board cash retainer of $100,000, payable in quarterly installments; •an annual non-executive Board Chair cash retainer of $185,000, payable in quarterly installments; •an annual cash retainer of $17,500 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 $125,000. On July 21, 2023, non-management directors were granted: •658 NQSOs to purchase Class 1 Stock at an exercise price of $269.50 that are exercisable for a ten-year period. These options vested six months from the grant date, subject to earlier vesting in the event of death or disability; and •463 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 2023 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. As the matching program operates on a calendar year basis and accepts documented requests for matches of donations made in prior years, the amounts reported below in any particular fiscal year may exceed the $5,000 annual limit.

  49. Director Compensation

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  50. Director Compensation

    | CORPORATE GOVERNANCE | Director Compensation | Table of Contents |

  51. Director Compensation in Fiscal 2024

    Director Compensation in Fiscal 2024

  52. Director Compensation in Fiscal 2024

    | Director (1) | Fees Earned or Paid in Cash (2) | Stock Awards (3) | Option Awards (4) | All Other Compensation (5) | Total | | Christy Clark | $100,000 | $124,779 | $54,969 | $10,000 | $289,748 | | Jennifer M. Daniels | $111,106 | $124,779 | $54,969 | $10,000 | $300,854 | | Nicholas I. Fink | $100,000 | $124,779 | $54,969 | $15,000 | $294,748 | | Jeremy S. G. Fowden | $60,000 | $— | $— | $10,000 | $70,000 | | William Giles | $63,462 | $124,779 | $54,969 | $10,000 | $253,210 | | Ernesto M. Hernández | $112,692 | $124,779 | $54,969 | $10,000 | $302,440 | | Susan Somersille Johnson | $100,000 | $124,779 | $54,969 | $25,000 | $304,748 | | James A. Locke III | $72,500 | $— | $— | $10,000 | $82,500 | | José Manuel Madero Garza | $217,404 | $124,779 | $54,969 | $10,000 | $407,152 | | Daniel J. McCarthy | $100,000 | $124,779 | $54,969 | $12,500 | $292,248 | | Richard Sands | $100,000 | $124,779 | $54,969 | $15,000 | $294,748 | | Robert Sands | $192,500 | $124,779 | $54,969 | $15,250 | $387,498 | | Judy A. Schmeling | $120,000 | $124,779 | $54,969 | $10,000 | $309,748 | | Luca Zaramella | $63,462 | $124,779 | $54,969 | $10,000 | $253,210 |

  53. Director Compensation in Fiscal 2024

    (1)Mr. Baldwin’s service as a director and Board Chair commenced on March 1, 2024 after the end of Fiscal 2024. Therefore, he did not serve as a director at any point in Fiscal 2024 and no compensation was earned or paid to him for the period covered by this table. Messrs. Giles’ and Zaramella’s service as directors commenced, and Messrs. Fowden’s and Locke’s service as directors ended, on July 18, 2023. Ms. Johnson’s service as a director ended on February 17, 2024. (2)The amounts in this column include cash retainers (i) for Board and Board committee service and (ii) for serving as Board Chair or Lead Director that were earned or paid during Fiscal 2024. (3)These amounts represent the grant date fair value of RSU awards granted in Fiscal 2024. 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 other than Messrs. Fowden and Locke and Ms. Johnson held an aggregate of 463 unvested RSUs at the end of Fiscal 2024. (4)These amounts represent the grant date fair value of stock options granted in Fiscal 2024 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 2024 Form 10-K. All Fiscal 2024 stock option awards to non-management directors fully vested during the fiscal year, and we completely expensed these awards during Fiscal 2024. The aggregate number of shares subject to stock option awards outstanding at the end of Fiscal 2024 for each non-management director other than Mr. Baldwin was: Ms. Clark – 4,879; Ms. Daniels – 5,879; Mr. Fink – 2,991; Mr. Fowden – 7,739; Mr. Giles – 658; Mr. Hernández – 6,089; Ms. Johnson – 7,130; Mr. Locke – 10,517; Mr. Madero – 4,879; Mr. McCarthy – 7,130; Mr. Richard Sands – 291,055; Mr. Robert Sands – 308,997; Ms. Schmeling – 9,569; and Mr. Zaramella – 658. (5)The amounts in this column include each non-employee director’s product allowance in the amount of $10,000 and the amount of any matching donation provided by the Company. In Fiscal 2024, the following non-employee directors made charitable donations that were matched by the Company under our charitable matching program as follows: Mr. McCarthy – $2,500; Mr. Fink – $5,000; Mr. Richard Sands – $5,000; and Mr. Robert Sands – $5,250. The amount for Ms. Johnson includes $5,000 in matching contributions for each of calendar year 2022, 2023, and 2024, all of which were processed for reimbursement during Fiscal 2024. Non-Management Director Stock Ownership Guidelines The Board has established guidelines for the amounts of our common stock that our non-management directors should beneficially own. Under those guidelines, directors are expected to hold stock interests

  54. Director Compensation in Fiscal 2024

    | Constellation Brands, Inc. 2024 Proxy Statement | #WORTHREACHINGFOR I 30 |

  55. Director Compensation in Fiscal 2024

    | CORPORATE GOVERNANCE | Director Compensation | Table of Contents |

  56. Director Compensation in Fiscal 2024

    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 29, 2024, each of our non-management directors have met the guidelines or are within the initial five-year accumulation period for meeting such guideline.

  57. Director Compensation in Fiscal 2024

    | Constellation Brands, Inc. 2024 Proxy Statement | #WORTHREACHINGFOR I 31 |

  58. Director Compensation in Fiscal 2024

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

  59. Compensation Highlights

    Compensation Highlights Fiscal 2024 Compensation Outcomes Based on our solid business performance for Fiscal 2024 as discussed below, our executive compensation program achieved the following outcomes: •For our Fiscal 2024 AMIP, we achieved approximately 100% of the Net Sales target, approximately 102% of the Comparable EBIT target, and approximately 113% of the FCF target, resulting in AMIP payments at approximately 127% of the target award. •Our Fiscal 2022-2024 relative TSR PSU program delivered approximately 69% of the target award based on Constellation’s 40th percentile TSR performance relative to the TSR performance of the companies in the S&P 500 Index. Fiscal 2024 Program Changes For Fiscal 2024, the Human Resources Committee (referred to in this CD&A as the “Committee”) implemented the following changes to the long-term equity incentive component of 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, while decreasing the percentage delivered in the form of NQSOs from 50% to 20%, and increasing the percentage delivered in the form of RSUs from 25% to 30%. •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 S&P 500 Food, Beverage, and Tobacco Index companies.

  60. What Were Our Developments and Accomplishments in Fiscal 2024?

    | Performance Measures under our Fiscal 2024 AMIP | Fiscal 2024 AMIP Target | Fiscal 2024 Results | Fiscal 2024 Results as a % of Fiscal 2024 AMIP Target | Fiscal 2023 Results | Fiscal 2024 Results as a % of Fiscal 2023 Results | | ($ in millions) | | | | | | | Net Sales | $9,972.4 | $9,961.8 | 99.9% | $9,452.6 | 105.4% | | Comparable EBIT (1) | $3,207.7 | $3,276.3 | 102.1% | $3,066.2 | 106.9% | | FCF (1) | $1,340.5 | $1,510.9 | 112.7% | $1,721.5 | 87.8% |

  61. Key Executive Compensation Actions for Fiscal 2024

    against high impact, complex objectives, and his criticality to the Company’s long-term strategy. The Committee maintained his long-term equity incentive award target at $2,554,960. President, Beer Division Mr. James A. Sabia, Jr. is our Executive Vice President and President, Beer Division. For Fiscal 2024, the Committee increased his base salary from $700,000 to $800,000 (+14.3%), increased his short-term cash incentive target from 90% to 95% of base salary, and approved a long-term equity incentive award target of $1,850,000. Such compensation adjustments were in recognition of his fourth year as an executive officer and his second year as President of the Company’s high-growth, high-margin Beer Division. Short-Term Cash Incentive Payouts for Fiscal 2024 After the conclusion of Fiscal 2024, 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 2024, Company performance achieved approximately 100% of the Net Sales target performance level, approximately 102% of the Comparable EBIT target performance level, and approximately 113% of the FCF target. Based on the Fiscal 2024 results, Messrs. Newlands, Hankinson, and Bourdeau received AMIP payments at approximately 127% of the target awards set by the Committee. The Company’s strong performance against the Fiscal 2024 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 127% 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 2024 AMIP. For Fiscal 2024: •The Beer Division achieved approximately 102% of its Net Sales target performance level and approximately 104% of its Comparable EBIT target. •The Wine & Spirits Division did not achieve the threshold level of performance against its Net Sales target or its Comparable EBIT target. Based on such performance, Mr. Sabia received approximately 147% of his target award and Mr. Hanson received approximately 80% 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 2024 AMIP.” PSU Performance Period Ending in Fiscal 2024 In April 2024, the Committee reviewed our results for the Fiscal 2022-2024 performance period for purposes of certifying performance pursuant to the relative TSR PSU awards granted in April 2021. In April 2024, the Committee certified relative TSR achievement for these PSU awards at the 40th percentile relative to the companies in the S&P 500 Index resulting in a payout of approximately 69% of the target award levels set by the Committee at the time of those grants as follows:

  62. Key Executive Compensation Actions for Fiscal 2024

    | 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 2022-2024 | 25th Percentile | 50th Percentile | 75th Percentile (or higher) | Achieved approximately 40th percentile relative TSR performance | Payout in shares equal to approximately 69% of target payout upon satisfaction of the service vesting requirement on May 1, 2024 |

  63. What Are Our Compensation Practices?

    What Are Our Compensation Practices? Compensation Philosophy and Objectives We operate in a highly competitive, complex, and international business environment. In order to meet the challenges of that environment, the objectives of our executive compensation program are to: •support our sustainable, long-term success by attracting, motivating, and retaining key executives; •align the interests of our named executive officers with the interests of our stockholders; and •provide appropriate incentives for achievement of annual goals and financial targets, and contributions toward enhancing long-term stockholder value. Compensation Principles The Committee follows certain key principles when making decisions related to executive compensation, including the following: •The executive compensation program should create a strong linkage between pay and performance through our short-term cash incentive program and long-term equity incentives such that executives will generally receive higher compensation in our more successful periods and lower compensation during less successful periods; •a majority of named executive officer compensation should be variable or “at risk;” •there is no policy regarding the specific allocation of compensation between short-term and long-term compensation or between cash and non-cash compensation; •the amount of target TAC awarded to our named executive officers generally should approximate the median of the applicable market data. While this is the policy for our executives as a whole, target TAC for an individual named executive officer may be higher or lower than such range. Any such variation may occur due to the specific expertise of an executive, the complexity or criticality of the business managed by the executive, an executive’s tenure in the role, differences in job duties relative to the market benchmark, and internal pay equity considerations; •the Committee does not have a stated competitive position for the target TDC of any individual named executive officer; and •the Committee uses a peer group of companies, and in some cases, general survey data, as a reference point when evaluating executive compensation target amounts and overall design. Fiscal 2024 Considerations The Committee took the following actions, as applicable, with respect to Fiscal 2024 compensation: •The Committee approved targets under the AMIP to be aligned with the targeted level of performance under our operating plan approved by the Board for the fiscal year. For Fiscal 2024, the Committee considered various factors, including but not limited to, risks and opportunities related to the continued headwinds on our U.S. wholesale wine business, and in beer, the impact of higher inflation and increased commodity costs on our cost of product sold and a challenging pricing environment. The Committee then established challenging but achievable targets against important financial measures used by management to evaluate results (Net Sales, Comparable EBIT, and FCF); and •consistent with prior years, the Committee approved long-term equity incentives to be delivered to our named executive officers in a mix of NQSOs, PSUs, and time-based RSUs. While the Committee continues to view NQSOs as performance-based, for Fiscal 2024, it decreased the percentage of long-term equity incentives delivered in the form of NQSOs from 50% to 20% of the target award value, increased the percentage delivered in the form of RSUs from 25% to 30%, increased the percentage delivered in the form of PSUs from 25% to 50%, and made the other changes to the long-term equity incentive program noted above under the subheading “Fiscal 2024 Program Changes.” Compensation Governance Policies The list below highlights our compensation program governance policies which are designed to drive Company performance and serve the long-term interests of our stockholders. •The Committee, which is comprised entirely of independent directors, approves all elements of executive compensation;

  64. How Are Compensation Decisions Made?

    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 Executive Compensation Peer Group When designing our executive compensation program and to review the competitiveness of a particular level of compensation, the Committee annually considers the available pay data of an executive compensation peer group. In October 2022, the Committee approved the peer group considered for Fiscal 2024 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: •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; •considered whether the potential peers were competitors for executive talent or investor capital; •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 •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. The Committee determined that no changes were necessary for Fiscal 2024. The executive compensation peer group for Fiscal 2024 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:

  65. Fiscal 2024 Executive Compensation Peer Group

    Fiscal 2024 Executive Compensation Peer Group

  66. Fiscal 2024 Executive Compensation Peer Group

    | •Brown-Forman Corporation | •J. M. Smucker Company (The) | | •Campbell Soup Company | •Kellogg Company (1) | | •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) | |

  67. Fiscal 2024 Executive Compensation Peer Group

    (1)Kellogg Company has been renamed Kellanova following a spinoff of its North American cereal business in October 2023. FW Cook presented information to the Committee in October 2022 indicating that our revenues were at the 41st percentile, and our market capitalization was at the 59th percentile, in each case, of these peer group companies. The data shared with the Committee by FW Cook in January 2023 indicated that in the aggregate named executive officer target TAC was near the median of peer group practice and target TDC was between the median and the 75th percentile of peer group practice. Individual named executive officer target TAC ranged from the 25th percentile to the 75th percentile of peer group practice and target TDC ranged from the median to between the median and the 75th percentile of peer group practice, reflecting our culture, the dynamics of our industry, and the experience, contributions, and unique skill sets and knowledge of our business embodied in each of our named executive officers. 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

  68. Fiscal 2024 Executive Compensation Peer Group

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  69. Fiscal 2024 Executive Compensation Peer Group

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

  70. Fiscal 2024 Executive Compensation Peer Group

    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.

  71. 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 as measured by organic net sales and relative TSR and drive retention. Organic net sales is a key measure used to monitor and evaluate the underlying business trends of our core operations and our ability to grow market share. 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 vest pro rata annually over three years, encouraging both performance and retention | | | | RSUs | Provide link to stockholder value creation and drive retention, vesting pro rata annually over three years |

  72. Short-Term Cash Incentives: Fiscal 2024 AMIP

    Short-Term Cash Incentives: Fiscal 2024 AMIP For Fiscal 2024, 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 2024 AMIP was also based on divisional performance. Company Performance In April 2023, the Committee determined that performance would be measured under the Fiscal 2024 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 enterprise 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 enterprise Comparable EBIT performance goal was required for any payment to be made under the Fiscal 2024 AMIP. The Committee selects targets for Net Sales, Comparable EBIT, and FCF that it views as challenging but achievable. For Fiscal 2024, each target corresponded to the targeted level of performance under our Fiscal 2024 operating plan approved by the Board in April 2023. Building on our strong Net Sales and Comparable EBIT performance for Fiscal 2022 and Fiscal 2023, the Committee continued to set challenging performance goals for Fiscal 2024: •the Fiscal 2024 target performance level for Net Sales was set in excess of each of our Fiscal 2023 maximum performance level and actual results; •the Fiscal 2024 target performance level for Comparable EBIT was set in excess of each of our Fiscal 2023 maximum performance level, and actual results; and •the Fiscal 2024 target performance level for FCF was set in excess of our Fiscal 2023 target but below our actual performance results for Fiscal 2023 due to planned incremental capital expenditures related to beer capacity expansion investments in Mexico. The following chart sets forth the material terms of our Fiscal 2024 AMIP:

  73. Short-Term Cash Incentives: Fiscal 2024 AMIP

    | Performance Measures | Definition | Purpose | Weighting | Fiscal 2024 Goals | Company Performance (1) | | Short-Term Incentive 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 Messrs. Hanson and Sabia) | | <96.5% | | 0% | | | | | | $9,623.4 | 96.5% | Threshold | 25% | | | | | | $9,972.4 | 100.0% | Target | 100% | | | | | | $10,321.5 | 103.5% | Maximum | 200% | | Net Sales: Wine & Spirits Division | | | 20% (only for Mr. Hanson) | | <96.5% | | 0% | | | | | | $1,880.6 | 96.5% | Threshold | 25% | | | | | | $1,948.8 | 100.0% | Target | 100% | | | | | | $2,017.0 | 103.5% | Maximum | 200% | | Net Sales: Beer Division | | | 20% (only for Mr. Sabia) | | <96.5% | | 0% | | | | | | $7,742.8 | 96.5% | Threshold | 25% | | | | | | $8,023.6 | 100.0% | Target | 100% | | | | | | $8,304.4 | 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 Messrs. Hanson and Sabia) | | <94.5% | | 0% | | | | | | $3,031.3 | 94.5% | Threshold | 25% | | | | | | $3,207.7 | 100.0% | Target | 100% | | | | | | $3,384.1 | 105.5% | Maximum | 200% |

  74. Short-Term Cash Incentives: Fiscal 2024 AMIP

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  75. Short-Term Cash Incentives: Fiscal 2024 AMIP

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

  76. Short-Term Cash Incentives: Fiscal 2024 AMIP

    | Performance Measures | Definition | Purpose | Weighting | Fiscal 2024 Goals | Company Performance (1) | | Short-Term Incentive Payout (1) | | ($ in millions) | | | | | | | | | Comparable EBIT: Wine & Spirits Division (2) | | | 20% (only for Mr. Hanson) | | <95.0% | | 0% | | | | | | $471.1 | 95.0% | Threshold | 25% | | | | | | $495.9 | 100.0% | Target | 100% | | | | | | $520.7 | 105.0% | Maximum | 200% | | Comparable EBIT: Beer Division (2) | | | 20% (only for Mr. Sabia) | | <95.0% | | 0% | | | | | | $2,821.6 | 95.0% | Threshold | 25% | | | | | | $2,970.1 | 100.0% | Target | 100% | | | | | | $3,118.6 | 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% | | | | | | $1,072.4 | 80.0% | Threshold | 25% | | | | | | $1,340.5 | 100.0% | Target | 100% | | | | | | $1,608.6 | 120.0% | Maximum | 200% |

  77. Short-Term Cash Incentives: Fiscal 2024 AMIP

    (1)Company performance and short-term incentive payout are each presented as a percentage of target. (2)As set forth under the terms of the AMIP, the Comparable EBIT performance goals for Fiscal 2024 were adjusted to account for foreign currency adjustments. In April 2024, the Committee certified the payout under our Fiscal 2024 AMIP based on consolidated enterprise performance to all of our named executive officers other than Messrs. Hanson and Sabia at 127.3% of target as follows:

  78. Short-Term Cash Incentives: Fiscal 2024 AMIP

    | | Fiscal 2024 Actual Results | Percent of Approved Plan | Fiscal 2024 Short-Term Incentive Payout % (1) | Weighting | Resulting Weighted % (1) | | ($ in millions) | | | | | | | Net Sales | $9,961.8 | 99.9% | 97.6% | 40% | 39.0% | | Comparable EBIT | $3,276.3 | 102.1% | 138.9% | 40% | 55.6% | | FCF | $1,510.9 | 112.7% | 163.6% | 20% | 32.7% | | | | | | | 127.3% |

  79. Short-Term Cash Incentives: Fiscal 2024 AMIP

    (1)Fiscal 2024 short-term incentive payout percentage and resulting weighted percentage are presented as a percentage of target.

  80. Short-Term Cash Incentives: Fiscal 2024 AMIP

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  81. Short-Term Cash Incentives: Fiscal 2024 AMIP

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

  82. Short-Term Cash Incentives: Fiscal 2024 AMIP

    In April 2024, the Committee certified the payout under our Fiscal 2024 AMIP based on consolidated enterprise performance and Wine & Spirits Division performance to Mr. Hanson at 80.0% of target as follows:

  83. Short-Term Cash Incentives: Fiscal 2024 AMIP

    | | Fiscal 2024 Actual Results | Percent of Approved Plan | Fiscal 2024 Short-Term Incentive Payout % (1) | Weighting | Resulting Weighted % (1) | | ($ in millions) | | | | | | | Net Sales | | | | | | | Consolidated Results | $9,961.8 | 99.9% | 97.6% | 20% | 19.5% | | Wine & Spirits Division | $1,799.2 | 0.0% | 0.0% | 20% | 0.0% | | Comparable EBIT | | | | | | | Consolidated Results | $3,276.3 | 102.1% | 138.9% | 20% | 27.8% | | Wine & Spirits Division | $437.4 | 0.0% | 0.0% | 20% | 0.0% | | FCF | $1,510.9 | 112.7% | 163.6% | 20% | 32.7% | | | | | | | 80.0% |

  84. Short-Term Cash Incentives: Fiscal 2024 AMIP

    (1)Fiscal 2024 bonus payout percentage and resulting weighted percentage are presented as a percentage of target. In April 2024, the Committee certified the payout under our Fiscal 2024 AMIP based on consolidated enterprise performance and Beer Division performance to Mr. Sabia at 146.6% of target as follows:

  85. Short-Term Cash Incentives: Fiscal 2024 AMIP

    | | Fiscal 2024 Actual Results | Percent of Approved Plan | Fiscal 2024 Short-Term Incentive Payout % (1) | Weighting | Resulting Weighted % (1) | | ($ in millions) | | | | | | | Net Sales | | | | | | | Consolidated Results | $9,961.8 | 99.9% | 97.6% | 20% | 19.5% | | Beer Division | $8,162.6 | 101.7% | 149.4% | 20% | 29.9% | | Comparable EBIT | | | | | | | Consolidated Results | $3,276.3 | 102.1% | 138.9% | 20% | 27.8% | | Beer Division | $3,094.4 | 104.2% | 183.6% | 20% | 36.7% | | FCF | $1,510.9 | 112.7% | 163.6% | 20% | 32.7% | | | | | | | 146.6% |

  86. Short-Term Cash Incentives: Fiscal 2024 AMIP

    (1)Fiscal 2024 short-term incentive payout percentage and resulting weighted percentage are presented as a percentage of target. Effective March 1, 2023, the Committee made the following decisions for the Fiscal 2024 AMIP: •increased Mr. Newlands’s’ target from 150% to 160% of base salary, reflecting the continuing strength of his performance as our Chief Executive Officer; •increased Mr. Bourdeau’s target from 70% to 80% of base salary; •increased Mr. Sabia’s target from 90% to 95% of base salary; and •maintained the Fiscal 2024 AMIP targets for Messrs. Hankinson and Hanson. The final earned Fiscal 2024 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.

  87. Short-Term Cash Incentives: Fiscal 2024 AMIP

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  88. Short-Term Cash Incentives: Fiscal 2024 AMIP

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

  89. Short-Term Cash Incentives: Fiscal 2024 AMIP

    | | Target Short-Term Incentive as a Percent of Base Salary | Resulting Weighting | Fiscal 2024 Actual Short-Term Incentive | | William A. Newlands | 160% | 127.3% | $2,750,329 | | Garth Hankinson | 100% | 127.3% | $991,578 | | Robert Hanson | 95% | 80.0% | $668,366 | | James O. Bourdeau | 80% | 127.3% | $700,802 | | James A. Sabia, Jr. | 95% | 146.6% | $1,082,214 |

  90. Short-Term Cash Incentives: Fiscal 2024 AMIP

    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 2024.

  91. 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 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. Historically, the Committee included NQSOs as a significant element of named executive officer compensation while also issuing RSUs and PSUs to named executive officers to diversify our mix of equity awards and, in the case of PSUs, to enhance the linkage among executive compensation, longer-term financial results, and value creation for our stockholders. Beginning for Fiscal 2024, the Committee implemented changes to the mix of equity awards, substantially increasing the percentage delivered in the form of PSUs to be the most significant element of named executive officer compensation, slightly increasing the percentage delivered in the form of RSUs, and substantially decreasing the percentage delivered in the form of NQSOs.

  92. Named Executive Officer Long-Term Incentive Awards – Fiscal 2024

    Named Executive Officer Long-Term Incentive Awards – Fiscal 2024 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 2023, the Committee granted our named executive officers a mix of NQSOs, RSUs, and PSUs. For Fiscal 2024, the Committee continued to calculate the total equity target value as a flat dollar value, providing the Committee with flexibility to adjust the target value of the long-term equity incentive awards to a particular named executive officer to take into consideration market data, executive performance and experience, expected future contributions, and retention considerations. For the Fiscal 2024 equity awards, the Committee determined that it would be appropriate to base the PSUs on two equally weighted metrics as described below. Payouts of these PSUs will be determined after the end of Fiscal 2026 based on the following performance levels:

  93. Named Executive Officer Long-Term Incentive Awards – Fiscal 2024

    | | Threshold Performance Level (50%) | Target Performance Level (100%) | Maximum Performance Level (200%) | | TSR Performance Versus Companies in the S&P 500 Food, Beverage, and Tobacco Index | 25th Percentile | 50th Percentile | 75th Percentile (or higher) | | Compound annual growth rate of organic net sales | 6% | 7% | 8% |

  94. Named Executive Officer Long-Term Incentive Awards – Fiscal 2024

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  95. Named Executive Officer Long-Term Incentive Awards – Fiscal 2024

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

  96. Named Executive Officer Long-Term Incentive Awards – Fiscal 2024

    The chart below reflects the total equity target value of the Fiscal 2024 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.

  97. Named Executive Officer Long-Term Incentive Awards – Fiscal 2024

    | | Total Equity Target Value | Percent of NQSOs | Percent of RSUs | Percent of PSUs | | William A. Newlands | $10,000,000 | 20% for all named executive officers | 30% for all named executive officers | 50% for all named executive officers | | Garth Hankinson | $3,068,960 | | | | | Robert Hanson | $2,164,715 | | | | | James O. Bourdeau | $2,554,960 | | | | | James A. Sabia, Jr. | $1,850,000 | | | |

  98. Named Executive Officer Long-Term Incentive Awards – Fiscal 2024

    The general terms and conditions of the Fiscal 2024 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 2024 NQSOs have a ten-year exercise term, and the vesting schedule for the Fiscal 2024 NQSOs is 33% per year at each of the first three 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 2024 time-based RSU awards is 33% of the award per year at each of the first three anniversaries of May 1 of the year of grant. •PSUs: The Fiscal 2024 PSU awards vest over a three-year period based on two equally weighted metrics (i) a three-year performance goal related to the compound annual growth rate of our organic net sales consistent with our longer-term enterprise net sales growth target range at that time, and (ii) Constellation’s TSR performance relative to the companies in the S&P 500 Food, Beverage, and Tobacco Index over the Fiscal 2024-2026 performance period. Continued service is required through May 1, 2026 in order to vest in shares earned based on such performance. The potential PSU payout ranges from 50% of target to 200% of target at maximum performance. The relative TSR performance goals are the same as prior years (see PSU Performance Period Ending in Fiscal 2024 below) subject to 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 S&P 500 Food, Beverage, and Tobacco Index companies. All Fiscal 2024 NQSOs and RSUs would vest (or continue to vest), and Fiscal 2024 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 2024 In April 2024, the Committee certified relative TSR results for the Fiscal 2022-2024 PSU program at the 40th percentile relative to the companies in the S&P 500 Index resulting in a payout of approximately 69% 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 2024

    | 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 40th percentile | Approximately 69% of target payout |

  100. Retirement and Other Benefits

    •Named executive officers are eligible to participate in our 401(k) and Profit Sharing Plan on the same terms as other eligible employees. Each year, eligible employees may elect to defer up to 50% of their annual compensation, up to the annual limit set by the Internal Revenue Code, on a before-tax and/or after-tax basis. We currently provide a 50% match on the first 6% of eligible compensation contributed by the participant, as well as an annual non-elective contribution equal to 3% of eligible compensation. All participants are immediately 100% vested in their contributions, the 3% annual contribution made by us, and any earnings on these contributions. Our matching 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, which allows employees to purchase shares of our Class A Stock at a discount through salary deductions. •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 agreement with each of our named executive officers provides for severance benefits 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.” In January 2024, Mr. Hanson and the Company mutually agreed that Mr. Hanson would step down from his role at the end of the Company’s fiscal year on February 29, 2024. Mr. Hanson transitioned his responsibilities through such date and was entitled to the severance benefits set forth under his pre-existing employment agreement in connection with his departure from the Company. The severance compensation provided to Mr. Hanson in connection with his departure was a pre-existing contractual obligation under his employment agreement payable upon an involuntary termination without cause, and did not involve an exercise of discretion by the Committee at the time of his departure. More information concerning Mr. Hanson’s severance compensation is set forth in the footnotes to the All Other Compensation column of the Summary Compensation Table. 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

  101. 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

  102. 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 2024, 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 April 2023, the Committee adopted 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.

  103. Summary Compensation Table

    Summary Compensation Table

  104. 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 | 2024 | $1,350,000 | $8,303,888 | $2,000,105 | $2,750,329 | $224,692 | $14,629,014 | | | 2023 | $1,338,462 | $6,389,602 | $4,999,557 | $3,110,960 | $232,879 | $16,071,460 | | | 2022 | $1,276,923 | $3,681,902 | $3,149,674 | $3,830,770 | $103,712 | $12,042,981 | | Garth Hankinson, Executive Vice President and Chief Financial Officer | 2024 | $778,746 | $2,548,572 | $613,835 | $991,578 | $165,743 | $5,098,474 | | | 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 | | Robert Hanson, Former Executive Vice President and President, Wine & Spirits Division | 2024 | $936,415 | $1,797,954 | $433,029 | $668,366 | $4,125,415 | $7,961,179 | | | 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) | 2024 | $687,977 | $2,121,906 | $511,015 | $700,802 | $73,278 | $4,094,978 | | | 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) | 2024 | $776,924 | $1,536,411 | $370,022 | $1,082,214 | $107,895 | $3,873,466 | | | 2023 | $700,000 | $1,054,431 | $824,953 | $1,029,005 | $147,718 | $3,756,107 |

  105. 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 and Fiscal 2022 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. The PSUs granted in Fiscal 2024 have two equally weighted performance criteria: (1) compound annual growth rate of organic net sales; and (2) relative TSR. The grant date fair value of the organic net sales growth component was based on the market price of our Class A Stock on the grant date and the probable outcome of the performance conditions as of the grant date (which was performance at target level). The grant date fair value of the relative TSR component 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 and is therefore reported at maximum expense value. Assuming that the highest level of performance conditions were satisfied, the grant date fair value set forth above for the Fiscal 2024 PSUs would be: Mr. Newlands: $10,607,407; Mr. Hankinson: $3,255,432; Mr. Hanson: $2,296,748; Mr. Bourdeau: $2,710,401; and Mr. Sabia: $1,962,589. 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 2024 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 2024 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 2024.” See the Grants of Plan-Based Awards in Fiscal 2024 and the Outstanding Equity Awards as of February 29, 2024 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 2024 Form 10-K. We do not include any impact of estimated forfeitures related to service-based vesting terms in these calculations. See the Grants of Plan-Based Awards in Fiscal 2024 and the Outstanding Equity Awards as of February 29, 2024 tables below for additional information.

  106. Summary Compensation Table

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  107. Summary Compensation Table

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

  108. Summary Compensation Table

    (3)These amounts represent the amounts earned under our AMIP for Fiscal 2024, Fiscal 2023, and Fiscal 2022. A detailed description of the Fiscal 2024 payments can be found in the CD&A under the heading “Short-Term Cash Incentives: Fiscal 2024 AMIP.” (4)The amounts set forth below include for Fiscal 2024: (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; and (iv) the value of compensation and benefits earned or paid in connection with Mr. Hanson’s termination of employment. 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.

  109. 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) | Total “All Other Compensation” | | William A. Newlands | $19,800 | $30,600 | $174,292 | NA | $224,692 | | Garth Hankinson | $20,050 | $13,337 | $132,356 | NA | $165,743 | | Robert Hanson | $19,800 | $16,077 | $131,412 | $3,958,126 | $4,125,415 | | James O. Bourdeau | $20,281 | $10,499 | $42,498 | NA | $73,278 | | James A. Sabia, Jr. | $20,723 | $12,946 | $74,226 | NA | $107,895 |

  110. Summary Compensation Table

    (a)The perquisites and other personal benefits provided to our named executive officers in Fiscal 2024 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, and an executive charitable match program. We did not provide a tax gross-up to any named executive officer in Fiscal 2024. The aggregate incremental cost to us for each named executive officer’s personal use of corporate aircraft is as follows: Mr. Newlands – $90,695; Mr. Hankinson – $56,225; Mr. Hanson – $0; Mr. Bourdeau – $0; and Mr. Sabia – $40,754. 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. 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. In Fiscal 2024 the following named executive officers made charitable donations that were matched by the Company under our charitable matching program as follows: Mr. Newlands – $37,500; Mr. Hankinson – $50,000; Mr. Hanson – $100,000; Mr. Bourdeau – $10,500; Mr. Sabia – $0. 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 Hanson in the 2024 row of the “All Other Compensation” column include the following amounts earned or paid under his employment agreement through the end of Fiscal 2024 in connection with his termination: (i) $3,900,750 in severance, consisting of two times base salary and average annual short-term incentive paid over the prior three fiscal years; (ii) $32,376 in payments for two years of continued medical and dental coverage; and (iii) $25,000 for the aggregate incremental cost of 18 months of outplacement services, which may be used within the 18-month period following his termination. 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)Neither Mr. Bourdeau nor Mr. Sabia was a named executive officer prior to Fiscal 2023.

  111. Summary Compensation Table

    | Constellation Brands, Inc. 2024 Proxy Statement | #WORTHREACHINGFOR I 53 |

  112. Summary Compensation Table

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

  113. Grants of Plan-Based Awards in Fiscal 2024

    Grants of Plan-Based Awards in Fiscal 2024

  114. Grants of Plan-Based Awards in Fiscal 2024

    | | 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 | $540,000 | $2,160,000 | $4,320,000 | | | | | | | | | | 4/24/2023 | PSU | | | | 11,142 | 22,284 | 44,568 | | | | $5,303,703 | | | 4/24/2023 | RSU | | | | | | | 13,371 | | | $3,000,185 | | | 4/24/2023 | NQSO | | | | | | | | 30,443 | $224.38 | $2,000,105 | | Garth Hankinson | NA | AMIP | $194,687 | $778,746 | $1,557,492 | | | | | | | | | | 4/24/2023 | PSU | | | | 3,420 | 6,839 | 13,678 | | | | $1,627,716 | | | 4/24/2023 | RSU | | | | | | | 4,104 | | | $920,856 | | | 4/24/2023 | NQSO | | | | | | | | 9,343 | $224.38 | $613,835 | | Robert Hanson | NA | AMIP | $222,399 | $889,595 | $1,779,189 | | | | | | | | | | 4/24/2023 | PSU | | | | 2,413 | 4,825 | 9,650 | | | | $1,148,374 | | | 4/24/2023 | RSU | | | | | | | 2,895 | | | $649,580 | | | 4/24/2023 | NQSO | | | | | | | | 6,591 | $224.38 | $433,029 | | James O. Bourdeau | NA | AMIP | $137,595 | $550,382 | $1,100,763 | | | | | | | | | | 4/24/2023 | PSU | | | | 2,847 | 5,694 | 11,388 | | | | $1,355,200 | | | 4/24/2023 | RSU | | | | | | | 3,417 | | | $766,706 | | | 4/24/2023 | NQSO | | | | | | | | 7,778 | $224.38 | $511,015 | | James A. Sabia, Jr. | NA | AMIP | $184,519 | $738,078 | $1,476,155 | | | | | | | | | | 4/24/2023 | PSU | | | | 2,062 | 4,123 | 8,246 | | | | $981,295 | | | 4/24/2023 | RSU | | | | | | | 2,474 | | | $555,116 | | | 4/24/2023 | NQSO | | | | | | | | 5,632 | $224.38 | $370,022 |

  115. Grants of Plan-Based Awards in Fiscal 2024

    (1)The amounts shown in these columns reflect the short-term cash incentive bonuses that potentially could have been earned during Fiscal 2024 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 2024 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 2024 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 24, 2023 provide for a range of potential payouts (based on two equally weighted metrics (i) a three-year performance goal related to the compound annual growth rate of our organic net sales and (ii) our TSR performance relative to that of companies in the S&P 500 Food, Beverage, and Tobacco Index) and for settlement in shares of Class A Stock. These PSUs are generally scheduled to vest, if at all, on May 1, 2026 based on the level of achievement for the performance criteria associated with these awards. The terms of the Fiscal 2024 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 2024.” (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 subheading “Named Executive Officer Long-Term Incentive Awards – Fiscal 2024.” These RSUs are scheduled to vest at 33% of the award per year at each of the first three anniversaries of May 1, 2023. (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 33% of the award per year at each of the first three 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 2024.” No trading market exists for Class 1 Stock.

  116. Grants of Plan-Based Awards in Fiscal 2024

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  117. Grants of Plan-Based Awards in Fiscal 2024

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

  118. Grants of Plan-Based Awards in Fiscal 2024

    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 2024. 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. Employment Agreements Each of our named executive officers is party to an executive employment agreement with us. We entered into executive employment agreements with Mr. Newlands and the rest of our named executive officers in the years set forth below:

  119. Grants of Plan-Based Awards in Fiscal 2024

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

  120. Grants of Plan-Based Awards in Fiscal 2024

    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 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.

  121. Grants of Plan-Based Awards in Fiscal 2024

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  122. Grants of Plan-Based Awards in Fiscal 2024

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

  123. Outstanding Equity Awards as of February 29, 2024

    Outstanding Equity Awards as of February 29, 2024 The following table presents information concerning outstanding NQSO, RSU, and PSU awards to each of our named executive officers as of February 29, 2024:

  124. Outstanding Equity Awards as of February 29, 2024

    | | 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 | 4/23/2018 | NQSO | 19,558 | | $228.26 | 4/23/2028 | | | | | | | 4/23/2019 | NQSO | 50,579 | | $207.48 | 4/23/2029 | | | | | | | 4/21/2020 | NQSO | 75,906 | 25,302 | $153.02 | 4/21/2030 | | | | | | | 4/21/2020 | RSU | | | | | 2,573 | $639,442 | | | | | 4/20/2021 | NQSO | 25,818 | 25,816 | $238.31 | 4/20/2031 | | | | | | | 4/20/2021 | RSU | | | | | 3,304 | $821,110 | | | | | 4/20/2021 | PSU | | | | | 4,589 | $1,140,458 | | | | | 4/21/2022 | NQSO | 16,601 | 49,803 | $254.21 | 4/20/2032 | | | | | | | 4/21/2022 | RSU | | | | | 7,376 | $1,833,084 | | | | | 4/21/2022 | PSU | | | | | | | 19,670 | $4,888,388 | | | 4/24/2023 | NQSO | | 30,443 | $224.38 | 4/24/2033 | | | | | | | 4/24/2023 | RSU | | | | | 13,371 | $3,322,961 | | | | | 4/24/2023 | PSU | | | | | | | 44,568 | $11,076,039 | | Garth Hankinson | 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 | 2,870 | | $207.48 | 4/23/2029 | | | | | | | 4/21/2020 | NQSO | 16,628 | 5,542 | $153.02 | 4/21/2030 | | | | | | | 4/21/2020 | RSU | | | | | 563 | $139,917 | | | | | 4/20/2021 | NQSO | 7,032 | 7,032 | $238.31 | 4/20/2031 | | | | | | | 4/20/2021 | RSU | | | | | 900 | $223,668 | | | | | 4/20/2021 | PSU | | | | | 1,251 | $310,899 | | | | | 4/21/2022 | NQSO | 5,095 | 15,285 | $254.21 | 4/21/2032 | | | | | | | 4/21/2022 | RSU | | | | | 2,264 | $562,649 | | | | | 4/21/2022 | PSU | | | | | | | 6,038 | $1,500,564 | | | 4/24/2023 | NQSO | | 9,343 | $224.38 | 4/24/2033 | | | | | | | 4/24/2023 | RSU | | | | | 4,104 | $1,019,926 | | | | | 4/24/2023 | PSU | | | | | | | 13,678 | 3,399,257 |

  125. Outstanding Equity Awards as of February 29, 2024

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  126. Outstanding Equity Awards as of February 29, 2024

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

  127. Outstanding Equity Awards as of February 29, 2024

    | | 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 | 4/21/2020 | NQSO | 12,500 | 8,504 | $153.02 | 4/21/2030 | | | | | | | 4/21/2020 | RSU | | | | | 865 | $214,970 | | | | | 4/20/2021 | NQSO | 12,544 | 12,542 | $238.31 | 4/20/2031 | | | | | | | 4/20/2021 | RSU | | | | | 1,605 | $398,875 | | | | | 4/20/2021 | PSU | | | | | 2,229 | $553,951 | | | | | 4/21/2022 | NQSO | 5,330 | 15,989 | $254.21 | 4/21/2032 | | | | | | | 4/21/2022 | RSU | | | | | 2,368 | $588,495 | | | | | 4/21/2022 | PSU | | | | | | | 6,316 | $1,569,652 | | | 4/24/2023 | NQSO | | 6,591 | $224.38 | 4/24/2033 | | | | | | | 4/24/2023 | RSU | | | | | 2,895 | $719,465 | | | | | 4/24/2023 | PSU | | | | | | | 9,650 | $2,398,218 | | James O. Bourdeau | 4/21/2020 | NQSO | 16,628 | 5,542 | $153.02 | 4/21/2030 | | | | | | | 4/21/2020 | RSU | | | | | 563 | $139,917 | | | | | 4/20/2021 | NQSO | 5,797 | 5,796 | $238.31 | 4/20/2031 | | | | | | | 4/20/2021 | RSU | | | | | 742 | $184,402 | | | | | 4/20/2021 | RSU | | | | | 1,049 | $260,697 | | | | | 4/20/2021 | PSU | | | | | 1,031 | $256,224 | | | | | 4/21/2022 | NQSO | 4,242 | 12,724 | $254.21 | 4/21/2032 | | | | | | | 4/21/2022 | RSU | | | | | 1,884 | $468,212 | | | | | 4/21/2022 | PSU | | | | | | | 5,026 | $1,249,062 | | | 4/24/2023 | NQSO | | 7,778 | $224.38 | 4/24/2033 | | | | | | | 4/24/2023 | RSU | | | | | 3,417 | $849,193 | | | | | 4/24/2023 | PSU | | | | | | | 11,388 | $2,830,146 | | 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 | 10,011 | | $207.48 | 4/23/2029 | | | | | | | 4/21/2020 | NQSO | 12,049 | 4,016 | $153.02 | 4/21/2030 | | | | | | | 4/21/2020 | RSU | | | | | 408 | $101,396 | | | | | 4/20/2021 | NQSO | 4,918 | 4,917 | $238.31 | 4/20/2031 | | | | | | | 4/20/2021 | RSU | | | | | 629 | $156,319 | | | | | 4/20/2021 | PSU | | | | | 874 | $217,206 | | | | | 4/21/2022 | NQSO | 2,740 | 8,217 | $254.21 | 4/21/2032 | | | | | | | 4/21/2022 | RSU | | | | | 1,217 | $302,449 | | | | | 4/21/2022 | PSU | | | | | | | 3,246 | $806,696 | | | 4/24/2023 | NQSO | | 5,632 | $224.38 | 4/24/2033 | | | | | | | 4/24/2023 | RSU | | | | | 2,474 | $614,838 | | | | | 4/24/2023 | PSU | | | | | | | 8,246 | $2,049,296 |

  128. Outstanding Equity Awards as of February 29, 2024

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  129. Outstanding Equity Awards as of February 29, 2024

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  130. Outstanding Equity Awards as of February 29, 2024

    (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 granted on or after April 24, 2023 set forth in the table is 33% of the award per year at each of the first three annual anniversaries of the grant date. The vesting schedule for all NQSO awards granted before April 2023 set forth in the table was 25% of the award per year at each of the first four year 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 2024), are reflected in the first two columns of this section, while PSUs with performance periods extending beyond the end of Fiscal 2024 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. (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 alternative 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 granted on or after April 24, 2023 set forth in the table is 33% of the award per year at each of the first three anniversaries of May 1 of the year of grant. The vesting schedule for all RSU awards granted prior to April 2023 set forth in the table was 25% of the award per year at each of the first four year 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 20, 2021 PSU awards is based on our Fiscal 2022-2024 TSR performance as compared to companies in the S&P 500 Index. In April 2024, the Human Resources Committee certified performance under these PSU awards at approximately the 40th 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, 2024 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 2024. (6)These amounts are based on the February 29, 2024 NYSE closing price of $248.52 for a share of Class A Stock. (7)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 and Fiscal 2024 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. The vesting of the April 24, 2023 PSU awards is based on two equally weighted metrics (i) a three-year performance goal related to the compound annual growth rate of our organic net sales and (ii) our Fiscal 2024-2026 TSR performance as compared to companies in the S&P 500 Food, Beverage, and Tobacco Index. Based on our actual Fiscal 2024 organic net sales and TSR performance as compared to companies in the S&P 500 Food, Beverage, and Tobacco 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, 2026 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 based on actual performance 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 2024 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 2024” and in the Grants of Plan-Based Awards in Fiscal 2024 table.

  131. Outstanding Equity Awards as of February 29, 2024

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  132. Outstanding Equity Awards as of February 29, 2024

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  133. Option Exercises and Stock Vested in Fiscal 2024

    Option Exercises and Stock Vested in Fiscal 2024 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 2024:

  134. Option Exercises and Stock Vested in Fiscal 2024

    | | 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 | 37,409 | $3,841,698 | 15,031 | $3,584,000 | | Garth Hankinson | 1,550 | $291,943 | 4,560 | $1,089,910 | | Robert Hanson | 25,312 | $2,570,049 | 6,753 | $1,614,404 | | James O. Bourdeau | 30,723 | $2,091,700 | 3,962 | $943,376 | | James A. Sabia, Jr. | — | $— | 2,511 | $598,770 |

  135. Option Exercises and Stock Vested in Fiscal 2024

    (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 2024. (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.

  136. 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.”

  137. 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 eligible compensation 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.

  138. Nonqualified Deferred Compensation

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  139. Nonqualified Deferred Compensation

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

  140. Fiscal 2024 Nonqualified Deferred Compensation Table

    Fiscal 2024 Nonqualified Deferred Compensation Table

  141. Fiscal 2024 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 | $— | $— | $7,318 | $— | $68,678 | | | NQSP | $757,192 | $30,600 | $352,631 | $— | $3,760,999 | | Garth Hankinson | SERP | $— | $— | $103 | $— | $1,152 | | | NQSP | $— | $13,337 | $4,530 | $— | $39,325 | | Robert Hanson | SERP | $— | $— | $— | $— | $— | | | NQSP | $382,277 | $16,077 | $303,550 | $— | $1,759,120 | | James O. Bourdeau | SERP | $— | $— | $1,922 | $— | $15,830 | | | NQSP | $— | $10,499 | $5,064 | $— | $43,243 | | James A. Sabia, Jr. | SERP | $— | $— | $17,006 | $— | $59,568 | | | NQSP | $— | $12,946 | $14,468 | $— | $49,433 |

  142. Fiscal 2024 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 2024 and deferred into the NQSP. All of these amounts are reflected in the Summary Compensation Table. (2)During Fiscal 2024, 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 2024 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)Neither Mr. Bourdeau nor Mr. Sabia was a named executive officer prior to Fiscal 2023. Of the amounts in this column, the following amounts have also been reported in the Summary Compensation Table:

  143. Fiscal 2024 Nonqualified Deferred Compensation Table

    | | Previously Reported Aggregate Balance for | | | | Fiscal 2023 | Fiscal 2022 | | William A. Newlands | $930,773 | $851,454 | | Garth Hankinson | $13,092 | $12,237 | | Robert Hanson | $573,241 | $420,573 | | James O. Bourdeau | $9,965 | $— | | James A. Sabia, Jr. | $11,792 | $— |

  144. 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 29, 2024, or if a change-in-control of the company occurred on February 29, 2024, 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.

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

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

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

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

    Employment Agreements The employment agreements with our named executive officers in effect as of the end of Fiscal 2024 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 two-year period (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 12 months after termination 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.” 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: •a lump-sum payment equal to two times base salary and two times the average annual short-term incentive paid to the executive over the prior three completed 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 24 months; and •outplacement services for a period of up to 18 months. 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 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 29, 2024. Mr. Hanson’s departure from the Company on February 29, 2024 qualified as an involuntary termination without cause, and the actual amount payable to him under his employment agreement is set forth below and is also set forth above in the All Other Compensation column of the Summary Compensation Table.

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

    | | Severance Pay | Medical and Dental | Outplacement Services and Relocation Services | Total | | William A. Newlands | $9,161,373 | $43,282 | $55,000 | $9,259,655 | | Garth Hankinson | $3,861,746 | $43,282 | $55,000 | $3,960,028 | | Robert Hanson | $3,900,750 | $32,376 | $25,000 | $3,958,126 | | James O. Bourdeau | $2,903,120 | $43,282 | $55,000 | $3,001,402 | | James A. Sabia, Jr. | $3,601,966 | $63,545 | $55,000 | $3,720,511 |

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

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

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

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

    None of the employment agreements with our named executive officers provides for an excise tax gross-up. Our executive employment agreements provide 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. 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 29, 2024 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 vested as of February 29, 2024:

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

    | | 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 |

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

    (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 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 29, 2024, Messrs. Newlands and Sabia would have been eligible for the retirement treatment set forth above. Mr. Hanson was retirement eligible upon his separation from service on February 29, 2024 and his outstanding equity awards received such treatment at that time. In the event of a qualifying termination or change-in-control event that resulted in accelerated or continued vesting of outstanding equity awards (as set forth above), the values of (i) unvested in-the-money NQSOs, (ii) unvested RSUs, (iii) the target amount of unvested PSUs, and (iv) the pro-rated amount of unvested PSUs based on actual performance through February 29, 2024, in each case, held by each of the named executive officers as of

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

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

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

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

    February 29, 2024 (based on the NYSE closing price of $248.52 for a share of Class A Stock on such date) were as follows:

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

    | | NQSOs | RSUs | PSUs (at target) | PSUs (pro-rated at actual performance) | | William A. Newlands | $3,414,816 | $6,616,596 | $9,624,931 | $6,274,266 | | Garth Hankinson | $826,598 | $1,946,160 | $2,897,495 | $1,886,469 | | Robert Hanson | $1,099,293 | $1,921,805 | $2,781,933 | $1,913,146 | | James O. Bourdeau | $776,199 | $1,902,421 | $2,408,407 | $1,567,830 | | James A. Sabia, Jr. | $569,687 | $1,175,003 | $1,740,883 | $1,119,730 |

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

    AMIP Payments. Our AMIP is described in the CD&A under the heading “Short-Term Cash Incentives: Fiscal 2024 AMIP.” The Fiscal 2024 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 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 payment that would have been payable had the individual not terminated employment. Such short-term incentive, if any, will be paid at the same time short-term incentives are paid to similarly situated participants who do not terminate employment. Actual payouts under the plan to the named executive officers for Fiscal 2024 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 29, 2024, 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 29, 2024, 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.

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

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

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

  161. CEO Pay Ratio

    CEO Pay Ratio For Fiscal 2024, the annual total compensation of our Chief Executive Officer is $14,629,014, and the annual total compensation of our median employee is $39,149. The ratio of the annual total compensation of our CEO to the annual total compensation of our median employee is approximately 374 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 2024 was 9,294 total employees. We determined our median employee as of the last day of our 2024 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 short-term incentive 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.

  162. CEO Pay Ratio

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  163. CEO Pay Ratio

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

  164. 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 2024 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.

  165. Pay versus Performance

    | | | | | | Value of Initial $100 Investment Based On: | | | | | Fiscal Year | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO (5)(6) | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs (6)(7) | Total Shareholder Return (8) | Peer Group Total Shareholder Return (9) | Net Income (Loss) (in millions) (10) | Net Sales (in millions) (11) | | 2024 (1) | $14,629,014 | $19,419,251 | $5,257,024 | $6,461,318 | $152.68 | $136.06 | $1,765.2 | $9,961.8 | | 2023 (2) | $16,068,340 | $15,728,089 | $10,422,941 | $10,723,561 | $135.44 | $138.59 | $(38.5) | $9,452.6 | | 2022 (3) | $12,040,281 | $4,988,292 | $6,743,095 | $5,740,281 | $128.83 | $134.10 | $1.0 | $8,820.7 | | 2021 (4) | $11,727,855 | $19,696,460 | $6,702,839 | $11,408,365 | $126.27 | $107.61 | $2,031.8 | $8,614.9 |

  166. Pay versus Performance

    (1)For Fiscal 2024, the Company PEO was William A. Newlands, and the Company's other named executive officers were Garth Hankinson, James O. Bourdeau, Robert Hanson, and James A. Sabia, Jr. (2)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. (3)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. (4)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. (5)The amounts deducted and added to the Summary Compensation Table Total to calculate the CAP for Fiscal 2024 are as follows:

  167. Pay versus Performance

    | | Fiscal 2024 | | Summary Compensation Table Total | $14,629,014 | | Decreased by the full grant date fair value of RSUs and PSUs granted during the reported fiscal year; | (8,303,888) | | Decreased by the grant date fair value of NQSOs granted during the reported fiscal year; | (2,000,105) | | 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; | 12,793,434 | | 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; | 2,006,559 | | 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; | 170,824 |

  168. Pay versus Performance

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  169. Pay versus Performance

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

  170. Pay versus Performance

    | | Fiscal 2024 | | 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. | 123,413 | | Compensation Actually Paid | $19,419,251 |

  171. 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 2024 Form 10-K. (7)The amounts deducted and added to the Average Summary Compensation Table Total to calculate the Average CAP for Fiscal 2024 are as follows:

  172. Pay versus Performance

    | | Fiscal 2024 | | Summary Compensation Table Total | $5,257,024 | | Decreased by the full grant date fair value of RSUs and PSUs granted during the reported fiscal year; | (2,001,211) | | Decreased by the grant date fair value of NQSOs granted during the reported fiscal year; | (481,975) | | 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; | 3,083,119 | | 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; | 515,263 | | 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; | 51,201 | | 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. | 37,897 | | Compensation Actually Paid | $6,461,318 |

  173. Pay versus Performance

    (8)TSR is determined based on the value of an initial fixed investment of $100. (9)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. (10)Net income (loss) as reported in our 2024 Form 10-K in accordance with GAAP.

  174. Pay versus Performance

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  175. Pay versus Performance

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

  176. Pay versus Performance

    (11)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 2024. 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 2024 Form 10-K. Relationship Between Compensation Actually Paid and Cumulative Total Shareholder Return Relationship Between Compensation Actually Paid and Net Income (Loss)

  177. Pay versus Performance

    | Constellation Brands, Inc. 2024 Proxy Statement | #WORTHREACHINGFOR I 67 |

  178. Pay versus Performance

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

  179. Pay versus Performance

    Relationship Between Compensation Actually Paid and Company-Selected Measure (Net Sales) 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.

  180. Pay versus Performance

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

  181. Pay versus Performance

    | Constellation Brands, Inc. 2024 Proxy Statement | #WORTHREACHINGFOR I 68 |

  182. Pay versus Performance

    | EXECUTIVE COMPENSATION | Proposal 3 – Advisory Vote on Executive Compensation | Table of Contents |