DEF 14A of Constellation Brands, Inc., Jun 5, 2025

DEF 14A of Constellation Brands, Inc.

Filed Jun 5, 2025 · FY20250000016918-25-000066

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 twelve 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 twelve nominees in the table below. Starting on page 9, 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 | Current Committee Membership (C = Chair) | | Christopher J. Baldwin | 62 | 2024 | Y | 1 | Board Chair No Committees | | Christy Clark | 59 | 2019 | Y | 0 | HRC | | Jennifer M. Daniels | 61 | 2018 | Y | 0 | CGNRC (C) Audit | | Nicholas I. Fink | 50 | 2021 | Y | 1 | CGNRC HRC | | William Giles | 65 | 2023 | Y | 2 | HRC | | Ernesto M. Hernández | 67 | 2014 | Y | 2 | CGNRC HRC (C) | | José Manuel Madero Garza | 57 | 2019 | Y | 1 | Audit | | Daniel J. McCarthy | 61 | 2015 | Y | 0 | Audit (C) | | William A. Newlands | 66 | 2019 | N | 1 | None | | Richard Sands* | 74 | 1982 | N | 0 | None | | Robert Sands* | 66 | 1990 | N | 0 | None | | Luca Zaramella | 56 | 2023 | Y | 0 | Audit |

  3. Proposal 1 – Election of Directors

    * 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, subject to WildStar’s right pursuant to the Reclassification Agreement to designate a replacement for its nominees. 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 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

  4. Proposal 1 – Election of Directors

    | Constellation Brands, Inc. 2025 Proxy Statement | #WORTHREACHINGFOR I 8 |

  5. Proposal 1 – Election of Directors

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

  6. Proposal 1 – Election of Directors

    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 designed to develop a desirable 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, inclusivity, skill set, and leadership). The CGNR Committee and the Board apply equal rigor in making nomination decisions for directors standing for re-election as they do in evaluating prospective candidates to join the Board, subject to the requirements of the Reclassification Agreement to nominate or appoint WildStar designees. Our Board expects individual directors to allot sufficient time and attention to Company matters. The CGNR Committee conducts an annual review of director and committee leadership time commitments covering various categories to assess that each director has sufficient time to commit to his or her service on the Board and its committees.

  7. Proposal 1 – Election of Directors

    | Category | Description | | Attendance, Contributions, and Overall Commitment | Attendance and contributions at Board and committee meetings, and overall commitment to the director’s duties | | Board and Director Evaluations | Feedback received during the annual Board, committee, and director evaluation process as well as discussions between each director and the Board Chair, CGNR Committee Chair, and CEO | | Director Experiences, Skills, and Qualifications | Possession of experiences and skills considered essential to creating an effective, well-rounded, and diverse Board that is empowered for proper oversight of our business and the extent to which the director contributes to the appropriate mix of objectivity, skills, and experiences to provide fresh perspectives and effective oversight and guidance to management, while leveraging institutional knowledge and historical perspective | | Public Company Board Leadership Positions and Other Time Commitments | Stringent evaluation of overboarding considerations, time commitments, compliance with our Corporate Governance Guidelines limits on outside boards, and potential conflicts of interest or independence concerns | | Stockholder Feedback | Assessment of stockholder feedback, including level of support received at the most recent Annual Meeting of Stockholders |

  8. Proposal 1 – Election of Directors

    Director Experiences, Skills, and Qualifications 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 inclusive Board that is empowered for proper oversight of our business:

  9. Proposal 1 – Election of Directors

    | Constellation Brands, Inc. 2025 Proxy Statement | #WORTHREACHINGFOR I 9 |

  10. Proposal 1 – Election of Directors

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

  11. 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. |

  12. 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.

  13. Proposal 1 – Election of Directors

    | Constellation Brands, Inc. 2025 Proxy Statement | #WORTHREACHINGFOR I 10 |

  14. Proposal 1 – Election of Directors

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

  15. 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 | Luca Zaramella | | Senior Leadership | X | X | X | X | X | X | X | X | X | X | X | X | | Finance and Capital Allocation | 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 | | Brand Building and Marketing | X | | | X | | | | | X | X | X | | | Human Capital Management | X | X | 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 | | | |

  16. Proposal 1 – Election of Directors

    Director Nominee Demographics (1) The average tenure of the independent director nominees is 5.4 years.

  17. Proposal 1 – Election of Directors

    | Constellation Brands, Inc. 2025 Proxy Statement | #WORTHREACHINGFOR I 11 |

  18. Proposal 1 – Election of Directors

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

  19. Proposal 1 – Election of Directors

    (1)Based on self-disclosed demographic information as of June 3, 2025. The Board is also committed to a diversified membership, in terms of both the individuals involved and their various experiences and areas of expertise, as it believes this benefits our international business as well as reflecting our consumers and the communities where we live and work. Director Independence The Board has adopted and reviews its Corporate Governance Guidelines on an annual basis. These guidelines, which were most recently revised in October 2024, 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 2025, 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, 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 twelve directors, nine of whom will be independent. The Board also assessed the independence of Judy A. Schmeling who served on the Board during Fiscal 2025 and determined that she was independent for her tenure 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, for Mr. Baldwin, the Board considered 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. The Board determined that this relationship did not impair the independence of the director.

  20. Proposal 1 – Election of Directors

    | Constellation Brands, Inc. 2025 Proxy Statement | #WORTHREACHINGFOR I 12 |

  21. Proposal 1 – Election of Directors

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

  22. Proposal 1 – Election of Directors

    Director Biographies The reported age of each nominee as presented in the following biographies is as of June 3, 2025.

  23. Proposal 1 – Election of Directors

    | Christopher J. Baldwin Director since 2024 Independent Age 62 Key Skills: •Senior Leadership •Finance and Capital Allocation •Industry •Operations and Supply Chain •Brand Building and Marketing •Human Capital Management | 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 after 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 CPG 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) Other Public Directorships in the Past Five Years: •BJ’s Wholesale Club Holdings Inc. (NYSE: BJ) 2018-2024 |

  24. Proposal 1 – Election of Directors

    | Christy Clark Director since 2019 Independent Age 59 Key Skills: •Senior Leadership •Human Capital Management •International Operations | 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 |

  25. Proposal 1 – Election of Directors

    | Constellation Brands, Inc. 2025 Proxy Statement | #WORTHREACHINGFOR I 13 |

  26. Proposal 1 – Election of Directors

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

  27. Proposal 1 – Election of Directors

    | Jennifer M. Daniels Director since 2018 Independent Age 61 Key Skills: •Senior Leadership •Industry •Accounting and Financial Reporting •Human Capital Management •International Operations | 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 |

  28. Proposal 1 – Election of Directors

    | Nicholas I. Fink Director since 2021 Independent Age 50 Key Skills: •Senior Leadership •Finance and Capital Allocation •Industry •Operations and Supply Chain •Brand Building and Marketing •Human Capital Management •International Operations | 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 |

  29. Proposal 1 – Election of Directors

    | Constellation Brands, Inc. 2025 Proxy Statement | #WORTHREACHINGFOR I 14 |

  30. Proposal 1 – Election of Directors

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

  31. Proposal 1 – Election of Directors

    | William Giles Director since 2023 Independent Age 65 Key Skills: •Senior Leadership •Finance and Capital Allocation •Accounting and Financial Reporting •Human Capital Management | 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 |

  32. Proposal 1 – Election of Directors

    | Ernesto M. Hernández Director since 2014 Independent Age 67 Key Skills: •Senior Leadership •Finance and Capital Allocation •Operations and Supply Chain •Accounting and Financial Reporting •Human Capital Management •International Operations | Committees: Human Resources (Chair) Corporate Governance, Nominating, and Responsibility Background: Mr. Hernández retired from GM de Mexico, a subsidiary of General Motors Company, in January 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 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 |

  33. Proposal 1 – Election of Directors

    | Constellation Brands, Inc. 2025 Proxy Statement | #WORTHREACHINGFOR I 15 |

  34. Proposal 1 – Election of Directors

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

  35. Proposal 1 – Election of Directors

    | José Manuel Madero Garza Director since 2019 Independent Age 57 Key Skills: •Senior Leadership •Finance and Capital Allocation •Industry •Operations and Supply Chain •Accounting and Financial Reporting •Human Capital Management •International Operations | Committee: Audit Background: Mr. Madero is currently an independent business consultant based out of Mexico City. He previously served as interim Non-Executive Chair of the Board of the Company from July 2023 to March 2024. 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 |

  36. Proposal 1 – Election of Directors

    | Daniel J. McCarthy Director since 2015 Independent Age 61 Key Skills: •Senior Leadership •Finance and Capital Allocation •Operations and Supply Chain •Accounting and Financial Reporting •Human Capital Management | Committee: Audit (Chair) Background: Mr. McCarthy stepped down from Frontier Communications Corporation, a communications company, in December 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 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: •None |

  37. Proposal 1 – Election of Directors

    | Constellation Brands, Inc. 2025 Proxy Statement | #WORTHREACHINGFOR I 16 |

  38. Proposal 1 – Election of Directors

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

  39. Proposal 1 – Election of Directors

    | William A. Newlands President and Chief Executive Officer Director since 2019 Age 66 Key Skills: •Senior Leadership •Finance and Capital Allocation •Industry •Operations and Supply Chain •Brand Building and Marketing •Human Capital Management •International Operations | 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 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) (Chairman of the Board) Other Public Directorships in the Past Five Years: •Canopy Growth Corporation (Nasdaq: CGC; TSX: WEED) 2018-2021 |

  40. Proposal 1 – Election of Directors

    | Richard Sands, Ph.D. Director since 1982 Age 74 Key Skills: •Senior Leadership •Industry •Brand Building and Marketing •Human Capital Management | 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 |

  41. Proposal 1 – Election of Directors

    | Constellation Brands, Inc. 2025 Proxy Statement | #WORTHREACHINGFOR I 17 |

  42. Proposal 1 – Election of Directors

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

  43. Proposal 1 – Election of Directors

    | Robert Sands Director since 1990 Age 66 Key Skills: •Senior Leadership •Industry •Brand Building and Marketing •Human Capital Management | Background: Mr. Sands previously served as the Non-Executive Chair of the Board of the Company from November 2022 to July 2023, Executive Chairman of the Board of the Company from March 2019 to November 2022, and 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 |

  44. Proposal 1 – Election of Directors

    | Luca Zaramella Director since 2023 Independent Age 56 Key Skills: •Senior Leadership •Finance and Capital Allocation •Industry •Accounting and Financial Reporting •Human Capital Management •International Operations | 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 |

  45. Proposal 1 – Election of Directors

    Vote Required 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.

  46. Proposal 1 – Election of Directors

    | Constellation Brands, Inc. 2025 Proxy Statement | #WORTHREACHINGFOR I 18 |

  47. Proposal 1 – Election of Directors

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

  48. Compensation Committee Interlocks and Insider Participation

    | CORPORATE GOVERNANCE | Director Compensation | Table of Contents |

  49. 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 2025. 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 July 2024. In light of developments in the Company’s competitive positioning and the Committee’s historical biennial cycle for reviewing the director compensation program, FW Cook proposed the following change to the program: •A $5,000 increase in the annual cash retainer for service as the Chair of the Audit Committee. In FW Cook’s review and recommendation in July 2024 to make the above adjustment 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 17, 2024 meeting. For the annual cycle starting with the first Board meeting immediately following the 2024 Annual Meeting of Stockholders, our annual compensation program for non-management directors consisted of:

  50. Director Compensation

    | Role | Pay Element * | Amount | | Board Member | Annual Cash Retainer | $100,000 | | | NQSO Grant (grant date fair value) | $55,000 | | | RSU Award (grant date fair value) | $125,000 | | Non-Executive Board Chair | Annual Cash Retainer | $185,000 | | Audit Committee Chair | Annual Cash Retainer | $25,000 | | CGNR Committee Chair | Annual Cash Retainer | $17,500 | | Human Resources Committee Chair | Annual Cash Retainer | $20,000 |

  51. Director Compensation

    * All annual cash retainers are payable in quarterly installments. On July 17, 2024, non-management directors were granted: •734 NQSOs to purchase Class 1 Stock at an exercise price of $248.23 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, disability, or a change-in-control of the Company; and •503 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. Mr. Baldwin also received a pro-rated grant of NQSOs and RSUs on March 1, 2024 for his Board service commencing on March 1, 2024 through July 2024. We reimburse our non-management directors for reasonable expenses incurred in connection with attending Board and Board committee meetings. For the 2024 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. In certain limited instances, we may also provide product samples to our non-management directors to enable them to become stronger brand ambassadors. We also maintain two charitable matching programs pursuant to which we will match

  52. Director Compensation

    | Constellation Brands, Inc. 2025 Proxy Statement | #WORTHREACHINGFOR I 28 |

  53. Director Compensation

    | CORPORATE GOVERNANCE | Director Compensation | Table of Contents |

  54. Director Compensation

    donations by directors up to $5,000 per calendar year to charitable organizations focused on health, education, or the arts and up to $5,000 per calendar year for contributions to the Company’s political action committee. As the matching programs operate on a calendar year basis and accept documented requests for matches of donations made in prior years, the amounts reported below in any particular fiscal year may each exceed the $5,000 annual limit for each program.

  55. Director Compensation in Fiscal 2025

    Director Compensation in Fiscal 2025

  56. Director Compensation in Fiscal 2025

    | Director | Fees Earned or Paid in Cash (2) | Stock Awards (3) | Option Awards (4) | All Other Compensation (5) | Total | | Christopher J. Baldwin | $285,000 | $176,860 | $77,834 | $10,000 | $549,694 | | Christy Clark | $100,000 | $124,860 | $54,991 | $10,000 | $289,851 | | Jennifer M. Daniels | $117,500 | $124,860 | $54,991 | $10,000 | $307,351 | | Nicholas I. Fink | $100,000 | $124,860 | $54,991 | $15,000 | $294,851 | | William Giles | $100,000 | $124,860 | $54,991 | $10,000 | $289,851 | | Ernesto M. Hernández | $120,000 | $124,860 | $54,991 | $10,000 | $309,851 | | José Manuel Madero Garza | $100,000 | $124,860 | $54,991 | $10,000 | $289,851 | | Daniel J. McCarthy | $112,019 | $124,860 | $54,991 | $15,000 | $306,870 | | Richard Sands | $100,000 | $124,860 | $54,991 | $20,000 | $299,851 | | Robert Sands | $100,000 | $124,860 | $54,991 | $19,750 | $299,601 | | Judy A. Schmeling (1) | $60,000 | $124,860 | $54,991 | $10,000 | $249,851 | | Luca Zaramella | $100,000 | $124,860 | $54,991 | $10,000 | $289,851 |

  57. Director Compensation in Fiscal 2025

    (1)Ms. Schmeling’s service as a director ended on August 29, 2024. Upon her resignation, Ms. Schmeling forfeited her RSU and stock option awards included in this table. (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 2025. (3)These amounts represent the grant date fair value of RSU awards granted in Fiscal 2025. 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 Ms. Schmeling held an aggregate of 503 unvested RSUs at the end of Fiscal 2025. (4)These amounts represent the grant date fair value of stock options granted in Fiscal 2025 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 2025 Form 10-K. All Fiscal 2025 stock option awards to non-management directors other than Ms. Schmeling fully vested during the fiscal year, and we completely expensed these awards during Fiscal 2025. The aggregate number of shares subject to stock option awards outstanding at the end of Fiscal 2025 for each non-management director included in this table was: Mr. Baldwin - 1,035; Ms. Clark – 5,613; Ms. Daniels – 6,613; Mr. Fink – 3,725; Mr. Giles – 1,392; Mr. Hernández – 6,823; Mr. Madero – 5,613; Mr. McCarthy – 6,473; Mr. Richard Sands – 291,789; Mr. Robert Sands – 309,731; Ms. Schmeling – 9,569; and Mr. Zaramella – 1,392. (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 2025, the following non-employee directors made (i) charitable donations that were matched by the Company under our charitable matching program as follows: Mr. Fink – $5,000; Mr. Richard Sands – $5,000; and Mr. Robert Sands – $4,750; and (ii) donations to our political action committee that were matched by the Company under our political action committee charitable matching program as follows: Mr. McCarthy – $5,000; Mr. Richard Sands – $5,000; and Mr. Robert Sands – $5,000. In instances where family members fly on our aircraft as additional passengers on business flights with a non-employee director, the aggregate incremental cost to us is de minimis in amount, and no amount is reflected in this table for these flights.

  58. Director Compensation in Fiscal 2025

    | Constellation Brands, Inc. 2025 Proxy Statement | #WORTHREACHINGFOR I 29 |

  59. Director Compensation in Fiscal 2025

    | CORPORATE GOVERNANCE | Director Compensation | Table of Contents |

  60. Director Compensation in Fiscal 2025

    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 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 the Record Date, each of our non-management directors had met the stock ownership guideline or was within the initial five-year accumulation period for doing so, except for Mr. Madero due to mandatory share withholding in connection with the vesting of his RSUs.

  61. Director Compensation in Fiscal 2025

    | Constellation Brands, Inc. 2025 Proxy Statement | #WORTHREACHINGFOR I 30 |

  62. Director Compensation in Fiscal 2025

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

  63. Compensation Highlights

    Compensation Highlights Fiscal 2025 Compensation Outcomes Based on our business performance for Fiscal 2025 as discussed below, our executive compensation program achieved the following outcomes: •For our Fiscal 2025 AMIP, we achieved approximately 96% of the Net Sales target, approximately 98% of the Comparable EBIT target, and approximately 126% of the FCF target, resulting in AMIP payments at approximately 72% of the target award. •Our TSR performance relative to the TSR performance of the companies in the S&P 500 Index, as measured under the Fiscal 2023-2025 relative TSR PSU program, did not result in any earned PSUs.

  64. What Were Our Developments and Accomplishments in Fiscal 2025?

    | Performance Measures under our Fiscal 2025 AMIP | Fiscal 2025 AMIP Target | Fiscal 2025 Results | Fiscal 2025 Results as a % of Fiscal 2025 AMIP Target | Fiscal 2024 Results | Fiscal 2025 Results as a % of Fiscal 2024 Results | | ($ in millions) | | | | | | | Net Sales | $10,635.7 | $10,208.7 | 96.0% | $9,961.8 | 102.5% | | Comparable EBIT (1) | $3,553.0 | $3,497.9 | 98.4% | $3,276.3 | 106.8% | | FCF (1) | $1,540.0 | $1,938.1 | 125.9% | $1,510.9 | 128.3% |

  65. Key Executive Compensation Actions for Fiscal 2025

    of the FCF target. Based on the Fiscal 2025 results, Messrs. Newlands, Hankinson, and Bourdeau received AMIP payments at approximately 72% of the target awards set by the Committee. Mr. Sabia had a portion of his AMIP measured against Beer Division performance and Mr. Glaetzer had a portion of his AMIP measured against Wine & Spirits Division performance. Therefore, the Committee also reviewed the performance of these divisions against their respective performance goals under the Fiscal 2025 AMIP. For Fiscal 2025: •The Beer Division achieved approximately 97% of its Net Sales target performance level and approximately 99% of its Comparable EBIT target. •The Wine & Spirits Division achieved approximately 92% of its Net Sales target performance level and approximately 92% of its Comparable EBIT target. Based on such performance, Mr. Sabia received approximately 79% of his target award and Mr. Glaetzer received approximately 56% 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 2025 AMIP.” PSU Performance Period Ending in Fiscal 2025 In April 2025, the Committee reviewed our results for the Fiscal 2023 - 2025 performance period for purposes of certifying performance pursuant to the relative TSR PSU awards granted in April 2022. In April 2025, the Committee certified relative TSR achievement for these PSU awards at the 16th percentile relative to the companies in the S&P 500 Index. No share units were earned based this performance:

  66. Key Executive Compensation Actions for Fiscal 2025

    | 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 2023 - 2025 | 25th Percentile | 50th Percentile | 75th Percentile (or higher) | Achieved approximately 16th percentile relative TSR performance | No earned share units |

  67. What Are Our Compensation Practices?

    | What We Do | What We Don’t Do | | •The majority of executive compensation is variable and “at risk” | •We do not pay dividends on any unvested RSUs or unearned PSUs. Dividend equivalents are only payable on such awards to the extent the awards ultimately vest and are earned | | •The Committee, which is comprised entirely of independent directors, approves all elements of executive compensation | •We prohibit pledging by executive officers and directors (subject to an exception for certain levels of pledging by members of the Sands family nominated by WildStar to the Board) | | •The Committee retains an external, independent compensation consultant to advise it regarding executive compensation matters | •We prohibit hedging using derivative securities involving our stock | | •We maintain robust stock ownership guidelines (six times base salary for our President and Chief Executive Officer and three times base salary for all other executive officers) that we believe align management and stockholder interests | •We do not provide for excise tax gross-ups in connection with change-in-control events or terminations. | | •We have a clawback policy that complies with the final rules promulgated under the Dodd-Frank Act, as described below under the subheading “Clawback Rights and Prohibition Against Hedging and Pledging” | | | •Equity awards vest upon a qualifying termination within a specified period following a change-in-control (double-trigger) | |

  68. What Are Our Compensation Practices?

    Practices Related to Granting Equity Awards The Committee and the Board do not grant equity awards in anticipation of the release of material nonpublic information. Similarly, the Company does not time the release of material nonpublic information based on equity award grant dates. The Committee and the Board generally adhere to the following equity grant practices: •The Committee typically grants equity awards, including stock options, to executive officers and other employees at its regularly scheduled meetings. •The Committee typically approves the annual equity grant to global employees, including our executive officers, in April of each year. The grant date for the annual equity grant is typically the day that is two trading days following the date that our Form 10-K is filed with the SEC. •If the Committee makes an award determination for an executive officer at any other regularly scheduled meeting, the grant date for such award(s) is generally the day that is two trading days following the date that a Form 10-Q is filed with the SEC following such meeting. •In connection with off-cycle equity grants to executive officers, including for new hires or promotions, the Committee may grant equity awards at a special meeting or via unanimous consent during periods in which the Company is not in possession of material nonpublic information. •The Committee has delegated to the Chief Human Resources Officer the ability to grant equity awards to employees who are not executive officers or directors of the Company, within certain limitations and parameters and subject to internal approvals and reporting requirements established and monitored by the Committee. Such equity awards are typically granted on the first trading day of each month without regard to whether the Company is in possession of material nonpublic information on the date of grant. •The Board typically approves the annual equity grant to our non-management directors immediately following our annual meeting of stockholders, provided that the Company is not in possession of material nonpublic information on the date of grant. •In connection with off-cycle equity grants to non-management directors, including for newly elected directors who commence service outside of the annual meeting timeframe, the Board may grant equity awards at a special meeting or via unanimous consent during periods in which the Company is not in possession of material nonpublic information. Results of Fiscal 2024 Say-on-Pay Vote At our 2024 Annual Meeting of Stockholders, we conducted an advisory vote to approve the compensation of our named executive officers as disclosed in the 2024 Proxy Statement (a “say-on-pay” vote). Our stockholders approved our named executive officer compensation at that time, with approximately 97% of the vote cast in favor of approval. The Committee believes that the outcome of the say-on-pay vote confirms that our compensation philosophy is sound and our objective of linking our executives’ compensation to achieving operational goals and generating stockholder value is effective. We view this level of support as an affirmation of our current pay practices.

  69. How Are Compensation Decisions Made?

    Role of Management Management personnel within our Human Resources Department support the Committee in its work. Executive officers may make recommendations and provide information to, and answer questions from, the Committee as the Committee fulfills its responsibilities regarding executive compensation. However, none of our named executive officers make recommendations directly to the Committee regarding their own compensation. Role of the Compensation Consultant The Committee directly engaged FW Cook as its independent compensation consultant for Fiscal 2025. For Fiscal 2025, FW Cook assisted with the Committee’s review and analysis of executive compensation and provided information on executive compensation trends and regulatory developments. FW Cook also provided data and advice related to peer group and general executive compensation survey data, which the Committee used as a market check in connection with its compensation decisions. During Fiscal 2025, those decisions included the compensation of our Chief Executive Officer, base salary adjustments, adjustments to AMIP and long-term equity incentive targets for our other named executive officers, and Committee deliberations on other elements of executive compensation. As discussed above under the subheading “The Role of Compensation Consultants,” the Committee has considered the independence of FW Cook and, based on such review, has not identified any conflicts of interest regarding the services of FW Cook or its employees. Use of 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 2023, the Committee approved the peer group considered for Fiscal 2025 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, 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 2025. The executive compensation peer group for Fiscal 2025 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:

  70. Fiscal 2025 Executive Compensation Peer Group

    Fiscal 2025 Executive Compensation Peer Group

  71. Fiscal 2025 Executive Compensation Peer Group

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

  72. Fiscal 2025 Executive Compensation Peer Group

    FW Cook presented information to the Committee in October 2023 indicating that our revenues were at the 39th percentile, and our market capitalization was at the 70th percentile, in each case, of these peer group companies. In addition to its review of peer group executive compensation data, the Committee may review general industry executive compensation survey data when insufficient peer group data is available for a specific executive position or as another means of performing a market check on our overall executive compensation program or on individual components of the program. This information assists the Committee in its executive compensation decision making process.

  73. 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 have 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. |

  74. Short-Term Cash Incentives: Fiscal 2025 AMIP

    Short-Term Cash Incentives: Fiscal 2025 AMIP For Fiscal 2025, 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. Sabia and Glaetzer), a portion of the Fiscal 2025 AMIP was also based on divisional performance. Effective March 1, 2024, the Committee made the following decisions for the Fiscal 2025 AMIP: •increased Mr. Newlands’ target from 160% to 170% of base salary, reflecting his position as a seasoned Chief Executive Officer and our outstanding business performance as compared to our beverage alcohol industry, CPG companies, and our peer group; and •maintained the AMIP targets (as a percentage of base salary) for Messrs. Hankinson (100%), Sabia (95%), Bourdeau (80%), and Glaetzer (80%). Company Performance In April 2024, the Committee determined that performance would be measured under the Fiscal 2025 AMIP based on a weighted mix of three performance measures: Net Sales, Comparable EBIT, and FCF. For our named executive officers other than Messrs. Sabia and Glaetzer, Net Sales, Comparable EBIT, and FCF were each measured at the consolidated enterprise level. For Messrs. Sabia and Glaetzer, half of the Net Sales and Comparable EBIT performance was measured against the performance of the Beer Division or the Wine & Spirits Division, respectively. Threshold performance against the enterprise Comparable EBIT performance goal was required for any payment to be made under the Fiscal 2025 AMIP. The Committee selects targets for Net Sales, Comparable EBIT, and FCF that it views as challenging but achievable. For Fiscal 2025, each target corresponded to the targeted level of performance under our Fiscal 2025 operating plan approved by the Board in April 2024. Building on our strong Net Sales and Comparable EBIT performance for Fiscal 2023 and Fiscal 2024, the Committee continued to set challenging performance goals for Fiscal 2025: •the Fiscal 2025 target performance level for Net Sales was set in excess of each of our Fiscal 2024 maximum performance level and actual results; •the Fiscal 2025 target performance level for Comparable EBIT was set in excess of each of our Fiscal 2024 maximum performance level and actual results; and •the Fiscal 2025 target performance level for FCF was set in excess of each of our Fiscal 2024 target performance level and actual results.

  75. Short-Term Cash Incentives: Fiscal 2025 AMIP

    | Constellation Brands, Inc. 2025 Proxy Statement | #WORTHREACHINGFOR I 42 |

  76. Short-Term Cash Incentives: Fiscal 2025 AMIP

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

  77. Short-Term Cash Incentives: Fiscal 2025 AMIP

    The following chart sets forth the material terms of our Fiscal 2025 AMIP:

  78. Short-Term Cash Incentives: Fiscal 2025 AMIP

    | Performance Measures | Definition | Purpose | Weighting | Fiscal 2025 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. Sabia and Glaetzer) | | <96.5% | | 0% | | | | | | $10,263.4 | 96.5% | Threshold | 25% | | | | | | $10,635.7 | 100.0% | Target | 100% | | | | | | $11,007.9 | 103.5% | Maximum | 200% | | Net Sales: Beer Division | | | 20% (only for Mr. Sabia) | | <96.5% | | 0% | | | | | | $8,520.3 | 96.5% | Threshold | 25% | | | | | | $8,829.3 | 100.0% | Target | 100% | | | | | | $9,138.3 | 103.5% | Maximum | 200% | | Net Sales: Wine & Spirits Division | | | 20% (only for Mr. Glaetzer) | | <96.5% | | 0% | | | | | | $1,743.1 | 96.5% | Threshold | 25% | | | | | | $1,806.4 | 100.0% | Target | 100% | | | | | | $1,869.6 | 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. Sabia and Glaetzer) | | <94.5% | | 0% | | | | | | $3,357.6 | 94.5% | Threshold | 25% | | | | | | $3,553.0 | 100.0% | Target | 100% | | | | | | $3,748.4 | 105.5% | Maximum | 200% | | Comparable EBIT: Beer Division (2) | | | 20% (only for Mr. Sabia) | | <95.0% | | 0% | | | | | | $3,257.3 | 95.0% | Threshold | 25% | | | | | | $3,428.7 | 100.0% | Target | 100% | | | | | | $3,600.2 | 105.0% | Maximum | 200% | | Comparable EBIT: Wine & Spirits Division (2) | | | 20% (only for Mr. Glaetzer) | | <95.0% | | 0% | | | | | | $368.8 | 95.0% | Threshold | 25% | | | | | | $388.3 | 100.0% | Target | 100% | | | | | | $407.7 | 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% | | | | | | $1,232.0 | 80.0% | Threshold | 25% | | | | | | $1,540.0 | 100.0% | Target | 100% | | | | | | $1,848.0 | 120.0% | Maximum | 200% |

  79. Short-Term Cash Incentives: Fiscal 2025 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 Net Sales and Comparable EBIT performance goals for Fiscal 2025 were adjusted to account for foreign currency adjustments and the SVEDKA Divestiture.

  80. Short-Term Cash Incentives: Fiscal 2025 AMIP

    | Constellation Brands, Inc. 2025 Proxy Statement | #WORTHREACHINGFOR I 43 |

  81. Short-Term Cash Incentives: Fiscal 2025 AMIP

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

  82. Short-Term Cash Incentives: Fiscal 2025 AMIP

    Consolidated Enterprise AMIP Performance Attainment In April 2025, the Committee certified the payout under our Fiscal 2025 AMIP based on consolidated enterprise performance to all of our named executive officers other than Messrs. Sabia and Glaetzer at 71.6% of target as follows:

  83. Short-Term Cash Incentives: Fiscal 2025 AMIP

    | | Fiscal 2025 Actual Results | Percent of Approved Plan | Fiscal 2025 Short-Term Incentive Payout % (1) | Weighting | Resulting Weighted % | | ($ in millions) | | | | | | | Net Sales | $10,208.7 | 96.0% | 0.0% | 40% | —% | | Comparable EBIT | $3,497.9 | 98.4% | 78.9% | 40% | 31.6% | | FCF | $1,938.1 | 125.9% | 200.0% | 20% | 40.0% | | | | | | | 71.6% |

  84. Short-Term Cash Incentives: Fiscal 2025 AMIP

    Beer Division AMIP Performance Attainment In April 2025, the Committee certified the payout under our Fiscal 2025 AMIP based on consolidated enterprise performance and Beer Division performance to Mr. Sabia at 78.7% of target as follows:

  85. Short-Term Cash Incentives: Fiscal 2025 AMIP

    | | Fiscal 2025 Actual Results | Percent of Approved Plan | Fiscal 2025 Short-Term Incentive Payout % (1) | Weighting | Resulting Weighted % | | ($ in millions) | | | | | | | Net Sales | | | | | | | Consolidated Results | $10,208.7 | 96.0% | 0.0% | 20% | —% | | Beer Division | $8,539.8 | 96.7% | 29.7% | 20% | 5.9% | | Comparable EBIT | | | | | | | Consolidated Results | $3,497.9 | 98.4% | 78.9% | 20% | 15.8% | | Beer Division | $3,394.4 | 99.0% | 85.0% | 20% | 17.0% | | FCF | $1,938.1 | 125.9% | 200.0% | 20% | 40.0% | | | | | | | 78.7% |

  86. Short-Term Cash Incentives: Fiscal 2025 AMIP

    Wine & Spirits Division AMIP Performance Attainment In April 2025, the Committee certified the payout under our Fiscal 2025 AMIP based on consolidated enterprise performance and Wine & Spirits Division performance to Mr. Glaetzer at 55.8% of target as follows:

  87. Short-Term Cash Incentives: Fiscal 2025 AMIP

    | | Fiscal 2025 Actual Results | Percent of Approved Plan | Fiscal 2025 Short-Term Incentive Payout % (1) | Weighting | Resulting Weighted % | | ($ in millions) | | | | | | | Net Sales | | | | | | | Consolidated Results | $10,208.7 | 96.0% | 0.0% | 20% | —% | | Wine & Spirits Division | $1,668.9 | 0.0% | 0.0% | 20% | —% | | Comparable EBIT | | | | | | | Consolidated Results | $3,497.9 | 98.4% | 78.9% | 20% | 15.8% | | Wine & Spirits Division | $355.6 | 0.0% | 0.0% | 20% | —% | | FCF | $1,938.1 | 125.9% | 200.0% | 20% | 40.0% | | | | | | | 55.8% |

  88. Short-Term Cash Incentives: Fiscal 2025 AMIP

    | Constellation Brands, Inc. 2025 Proxy Statement | #WORTHREACHINGFOR I 44 |

  89. Short-Term Cash Incentives: Fiscal 2025 AMIP

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

  90. Short-Term Cash Incentives: Fiscal 2025 AMIP

    AMIP Awards to our Named Executive Officers The final earned Fiscal 2025 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.

  91. Short-Term Cash Incentives: Fiscal 2025 AMIP

    | | Target Short-Term Incentive as a Percent of Base Salary | Resulting Weighting | Fiscal 2025 Actual Short-Term Incentive | | William A. Newlands | 170% | 71.6% | $1,688,714 | | Garth Hankinson | 100% | 71.6% | $583,634 | | James A. Sabia, Jr. | 95% | 78.7% | $626,989 | | James O. Bourdeau | 80% | 71.6% | $411,654 | | Samuel J. Glaetzer | 80% | 55.8% | $240,187 |

  92. Short-Term Cash Incentives: Fiscal 2025 AMIP

    In addition to any incentive bonuses under the AMIP, the Committee has discretion to pay cash bonuses outside of that program. Other than Mr. Bourdeau, who received a $15,000 bonus from the Committee in recognition of his successful management and resolution of significant litigation matters during Fiscal 2025, no named executive officer received any discretionary bonus for Fiscal 2025.

  93. Long-Term Equity Incentive Awards

    Long-Term Equity Incentive Awards 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 2024, the Committee granted our named executive officers a mix of NQSOs, RSUs, and PSUs. For Fiscal 2025, 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. The chart below reflects the total equity target value of the Fiscal 2025 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.

  94. Long-Term Equity Incentive Awards

    | | Total Equity Target Value | Percent of NQSOs (20% weighting) | Percent of RSUs (30% weighting) | Percent of PSUs (50% weighting) | | William A. Newlands | $11,000,000 | $2,200,000 | $3,300,000 | $5,500,000 | | Garth Hankinson | $2,300,000 | $460,000 | $690,000 | $1,150,000 | | James A. Sabia, Jr. | $2,250,000 | $450,000 | $675,000 | $1,125,000 | | James O. Bourdeau | $1,800,000 | $360,000 | $540,000 | $900,000 | | Samuel J. Glaetzer | $1,525,000 | $305,000 | $457,500 | $762,500 |

  95. Long-Term Equity Incentive Awards

    The general terms and conditions of the Fiscal 2025 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 2025 NQSOs have a ten-year exercise term, and the vesting schedule for the Fiscal 2025 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 2025 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 2025 PSU awards vest over a three-year period based on performance against the two equally weighted metrics described below. Payouts of these PSUs will be determined after the end of Fiscal 2027 based on the following performance levels:

  96. Long-Term Equity Incentive Awards

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  97. Long-Term Equity Incentive Awards

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

  98. Long-Term Equity Incentive Awards

    | | 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% |

  99. Long-Term Equity Incentive Awards

    Continued service is required through May 1, 2027 in order to vest in shares earned under the Fiscal 2025 PSU program. The relative TSR portion of the PSUs are 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 2025 NQSOs and RSUs would vest (or continue to vest), and Fiscal 2025 PSUs would either vest at the target or full level, 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 2025 In April 2025, the Committee certified relative TSR results for the Fiscal 2023-2025 PSU program at the 16th percentile relative to the companies in the S&P 500 Index. This performance resulted in no earned share units as follows:

  100. Long-Term Equity Incentive Awards

    | 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 16th percentile | No earned share units |

  101. Retirement and Other Benefits

    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.” Perquisites We provide our named executive officers with perquisites and other personal benefits that we believe to be reasonable and competitive with those offered by comparable companies to their executive officers. The Committee annually reviews and approves or ratifies the perquisites and other personal benefits offered to our named executive officers. The Committee believes these benefits further our objective of attracting, motivating, and retaining key executive talent and assist executive officers in promoting our brands, working more efficiently, and dedicating the appropriate amount of time and attention to business initiatives. Other than taxes related to certain relocation benefits, our named executive officers pay the personal income taxes that are attributable to the taxable perquisites we provide. Our named executive officers receive certain perquisites, including: •Automobile Allowance – We provide an automobile allowance to our named executive officers. We believe this benefit is competitive with benefits provided to executives at comparable companies. •Travel Services – We offer our named executive officers the personal use of our corporate aircraft when not needed for business purposes and the option of using car and driver services. Although these travel services may provide personal benefits to the executives, we believe these services also enhance the safety and security of our named executive officers and assist them to devote maximum time and attention to our business. •Product Allowance – We provide product allowances to our employees, including our named executive officers. We believe that a product allowance enhances their knowledge and appreciation of our products and serves as an additional tool to facilitate their role as ambassadors for our brands in both on- and off-premise retail establishments. For the 2025 calendar year, the allowance was $20,000 for Mr. Newlands and $10,000 for each of our other named executive officers. In certain limited instances, we may also provide product samples to our employees, including our named executive officers, to enable them to become stronger brand ambassadors. Our U.S. based employees, including our named executive officers, are also eligible from time-to-time to purchase products from us at a discounted rate. Such samples and discounts typically do not result in any incremental cost to us. •Voluntary Expanded Annual Physical Health Review – We offer our named executive officers an annual comprehensive health physical in order to encourage them to protect their health. •Sponsorship Events – We sponsor various cultural, charitable, civic, and entertainment events for business development and relationship-building purposes, as well as to maintain our involvement in communities in which we operate and in which our employees live. Tickets are often included in such sponsorship agreements, and typically do not result in any incremental cost to us. Occasionally, our employees, including our named executive officers, use such tickets for personal purposes when they are not otherwise used for business purposes. •Executive Charitable Match Programs – The Company provides a match of up to $50,000 per calendar year for charitable contributions and a match of up to $5,000 per calendar year for contributions to the Company’s political action committee made by each of our named executive officers. •Executive Security Program – Our executive security program was developed by our corporate security team as part of our overall risk management program. The executive security program provides the opportunity for executive officers to elect to receive enhanced business and personal protection services (including identity theft protection and optional protection at personal residences). The executive security program is for our benefit, and we believe that the costs of this security program are appropriate and necessary given the risks associated with executive officer positions at the Company and, more broadly, the heightened risks of serving as an executive officer for a U.S. public company at this time. For Fiscal

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

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

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

    Compliance with our stock ownership guidelines is assessed periodically, and not less frequently than annually. If the required ownership level is not met by the end of the five-year accumulation period, the executive officer is subject to a requirement to retain 100% of the net after-tax shares acquired upon the exercise of an NQSO or upon delivery of shares underlying an RSU or a PSU. As of the Record Date, each of our named executive officers had met the applicable stock ownership guideline or was within the five-year accumulation period 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. Under the clawback policy adopted by the Committee in April 2023, 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

  104. Summary Compensation Table

    Summary Compensation Table

  105. Summary Compensation Table

    | Name and Principal Position | Year | Salary | Bonus | 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 | 2025 | $1,388,462 | — | $9,465,102 | $2,200,343 | $1,688,714 | $264,179 | $15,006,800 | | | 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 | | Garth Hankinson, Executive Vice President and Chief Financial Officer | 2025 | $815,769 | — | $1,979,380 | $460,120 | $583,634 | $198,188 | $4,037,091 | | | 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 | | James A. Sabia, Jr., Executive Vice President and President, Beer Division | 2025 | $838,463 | — | $1,936,302 | $450,119 | $626,989 | $173,585 | $4,025,458 | | | 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 | | James O. Bourdeau, Executive Vice President and Chief Legal Officer | 2025 | $719,231 | $15,000 | $1,548,982 | $360,112 | $411,654 | $103,894 | $3,158,873 | | | 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 | | Samuel J. Glaetzer, Executive Vice President and President, Wine & Spirits Division(5) | 2025 | $545,904 | — | $1,312,538 | $305,108 | $240,187 | $109,697 | $2,513,434 |

  106. Summary Compensation Table

    (1)These amounts represent the full grant date fair value of RSU and PSU awards granted in each fiscal year noted. For PSUs granted in Fiscal 2023 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 2025 and 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 components were 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 components were 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 are 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 2025 PSUs would be: Mr. Newlands: $12,329,877; Mr. Hankinson: $2,578,503; Mr. Sabia: $2,522,180; Mr. Bourdeau: $2,017,627; and Mr. Glaetzer: $1,709,615. 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 2025 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 2025 PSUs can be found in the CD&A under the heading “Long-Term Equity Incentive Awards.” See the Grants of Plan-Based Awards in Fiscal 2025 and the Outstanding Equity Awards as of February 28, 2025 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 2025 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 2025 and the Outstanding Equity Awards as of February 28, 2025 tables below for additional information.

  107. Summary Compensation Table

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  108. Summary Compensation Table

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

  109. Summary Compensation Table

    (3)These amounts represent the amounts earned under our AMIP for Fiscal 2025, Fiscal 2024, and Fiscal 2023. A detailed description of the Fiscal 2025 payments can be found in the CD&A under the heading “Short-Term Cash Incentives: Fiscal 2025 AMIP.” (4)The amounts set forth below include for Fiscal 2025: (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; and (iii) the aggregate incremental cost to us of perquisites and personal benefits. Contributions under the 401(k) and Profit Sharing Plan and our NQSP are reported in the fiscal year in which they are accrued or earned, regardless of the fiscal year in which the contribution is actually made to the plan.

  110. Summary Compensation Table

    | | Company contributions under the 401(k) and Profit Sharing Plan | Company contributions under the NQSP | Perquisites and Other Personal Benefits (a) | Total “All Other Compensation” | | William A. Newlands | $24,992 | $113,583 | $125,604 | $264,179 | | Garth Hankinson | $23,608 | $43,686 | $130,894 | $198,188 | | James A. Sabia, Jr. | $23,254 | $47,040 | $103,291 | $173,585 | | James O. Bourdeau | $23,162 | $32,136 | $48,596 | $103,894 | | Samuel J. Glaetzer | $23,376 | $8,195 | $78,126 | $109,697 |

  111. Summary Compensation Table

    (a)The perquisites and other personal benefits provided to our named executive officers in Fiscal 2025 included personal use of our corporate aircraft, personal security services comprised of 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 executive charitable match programs. We did not provide a tax gross-up to any named executive officer in Fiscal 2025. The aggregate incremental cost to us for each named executive officer’s personal use of corporate aircraft is as follows: Mr. Newlands – $34,416; Mr. Hankinson – $55,324; Mr. Sabia – $63,460; and Mr. Glaetzer – $37,267. These amounts represent the aggregate incremental cost to us for the personal use of our corporate aircraft, or company-paid personal trips on commercial 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 2025, the following named executive officers made (i) charitable donations that were matched by the Company under our charitable matching program as follows: Mr. Newlands – $42,500; Mr. Hankinson –$50,000; and Mr. Bourdeau – $15,000; and (ii) donations to our political action committee that were matched by the Company under our political action committee charitable matching program as follows: Mr. Newlands – $5,000; Mr. Sabia - $5,000; and Mr. Bourdeau –$5,000. Our charitable match programs operate 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 $55,000 aggregate limitation due to timing differences between the calendar year used for the matching programs and our fiscal year. (5)Mr. Glaetzer was not a named executive officer prior to Fiscal 2025.

  112. Summary Compensation Table

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  113. Summary Compensation Table

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  114. Grants of Plan-Based Awards in Fiscal 2025

    Grants of Plan-Based Awards in Fiscal 2025

  115. Grants of Plan-Based Awards in Fiscal 2025

    | | 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 | $590,096 | $2,360,385 | $4,720,770 | | | | | | | | | | 4/25/2024 | PSU | | | | 10,508 | 21,016 | 42,032 | | | | $6,164,939 | | | 4/25/2024 | RSU | | | | | | | 12,610 | | | $3,300,163 | | | 4/25/2024 | NQSO | | | | | | | | 26,402 | $261.71 | $2,200,343 | | Garth Hankinson | NA | AMIP | $203,942 | $815,769 | $1,631,539 | | | | | | | | | | 4/25/2024 | PSU | | | | 2,198 | 4,395 | 8,790 | | | | $1,289,251 | | | 4/25/2024 | RSU | | | | | | | 2,637 | | | $690,129 | | | 4/25/2024 | NQSO | | | | | | | | 5,521 | $261.71 | $460,120 | | James A. Sabia, Jr. | NA | AMIP | $199,135 | $796,540 | $1,593,079 | | | | | | | | | | 4/25/2024 | PSU | | | | 2,150 | 4,299 | 8,598 | | | | $1,261,090 | | | 4/25/2024 | RSU | | | | | | | 2,580 | | | $675,212 | | | 4/25/2024 | NQSO | | | | | | | | 5,401 | $261.71 | $450,119 | | James O. Bourdeau | NA | AMIP | $143,846 | $575,385 | $1,150,770 | | | | | | | | | | 4/25/2024 | PSU | | | | 1,720 | 3,439 | 6,878 | | | | $1,008,813 | | | 4/25/2024 | RSU | | | | | | | 2,064 | | | $540,169 | | | 4/25/2024 | NQSO | | | | | | | | 4,321 | $261.71 | $360,112 | | Samuel J. Glaetzer | NA | AMIP | $109,181 | $424,758 | $873,446 | | | | | | | | | | 4/25/2024 | PSU | | | | 1,457 | 2,914 | 5,828 | | | | $854,807 | | | 4/25/2024 | RSU | | | | | | | 1,749 | | | $457,731 | | | 4/25/2024 | NQSO | | | | | | | | 3,661 | $261.71 | $305,108 |

  116. Grants of Plan-Based Awards in Fiscal 2025

    (1)The amounts shown in these columns reflect the short-term cash incentive bonuses that potentially could have been earned during Fiscal 2025 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 2025 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 2025 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 25, 2024 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, 2027 based on the level of achievement for the performance criteria associated with these awards. The terms of the Fiscal 2025 PSU awards are further described in the CD&A under the heading “Long-Term Equity Incentive Awards.” (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.” These RSUs are scheduled to vest at 33% of the award per year at each of the first three anniversaries of May 1, 2024. (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.” No trading market exists for Class 1 Stock. Class 1 Stock may be converted into shares of Class A Stock on a one-for-one basis, provided such conversion is permitted only if the holder immediately sells the Class A Stock. Under the LTSIP, the

  117. Grants of Plan-Based Awards in Fiscal 2025

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  118. Grants of Plan-Based Awards in Fiscal 2025

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  119. Grants of Plan-Based Awards in Fiscal 2025

    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 2025. 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:

  120. Grants of Plan-Based Awards in Fiscal 2025

    | | Year Agreement Signed | | William A. Newlands | 2015 | | Garth Hankinson | 2020 | | James A. Sabia, Jr. | 2018 | | James O. Bourdeau | 2017 | | Samuel J. Glaetzer | 2024 |

  121. Grants of Plan-Based Awards in Fiscal 2025

    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.

  122. Grants of Plan-Based Awards in Fiscal 2025

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  123. Grants of Plan-Based Awards in Fiscal 2025

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  124. Outstanding Equity Awards as of February 28, 2025

    Outstanding Equity Awards as of February 28, 2025 The following table presents information concerning outstanding NQSO, RSU, and PSU awards to each of our named executive officers as of February 28, 2025:

  125. Outstanding Equity Awards as of February 28, 2025

    | | 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 | 51,208 | | $153.02 | 4/21/2030 | | | | | | | 4/20/2021 | NQSO | 38,726 | 12,908 | $238.31 | 4/20/2031 | | | | | | | 4/20/2021 | RSU | | | | | 1,652 | $289,926 | | | | | 4/21/2022 | NQSO | 33,202 | 33,202 | $254.21 | 4/21/2032 | | | | | | | 4/21/2022 | RSU | | | | | 4,917 | $862,934 | | | | | 4/21/2022 | PSU | | | | | | | | | | | 4/24/2023 | NQSO | 10,148 | 20,295 | $224.38 | 4/24/2033 | | | | | | | 4/24/2023 | RSU | | | | | 8,914 | $1,564,407 | | | | | 4/24/2023 | PSU | | | | | | | 22,284 | $3,910,842 | | | 4/25/2024 | NQSO | | 26,402 | $261.71 | 4/25/2034 | | | | | | | 4/25/2024 | RSU | | | | | 12,610 | $2,213,055 | | | | | 4/25/2024 | PSU | | | | | | | 10,508 | $1,844,154 | | Garth Hankinson | 4/20/2021 | NQSO | 10,548 | 3,516 | $238.31 | 4/20/2031 | | | | | | | 4/20/2021 | RSU | | | | | 450 | $78,975 | | | | | 4/21/2022 | NQSO | 10,190 | 10,190 | $254.21 | 4/21/2032 | | | | | | | 4/21/2022 | RSU | | | | | 1,509 | $264,830 | | | | | 4/21/2022 | PSU | | | | | | | | | | | 4/24/2023 | NQSO | 3,115 | 6,228 | $224.38 | 4/24/2033 | | | | | | | 4/24/2023 | RSU | | | | | 2,736 | $480,168 | | | | | 4/24/2023 | PSU | | | | | | | 6,839 | $1,200,245 | | | 4/25/2024 | NQSO | | 5,521 | $261.71 | 4/25/2034 | | | | | | | 4/25/2024 | RSU | | | | | 2,637 | $462,794 | | | | | 4/25/2024 | PSU | | | | | | | 2,198 | $385,749 |

  126. Outstanding Equity Awards as of February 28, 2025

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  127. Outstanding Equity Awards as of February 28, 2025

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  128. Outstanding Equity Awards as of February 28, 2025

    | | Grant Date | Grant Type | Option Awards (1) | | | | Stock Awards (2) | | | | | | | | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Option Exercise Price (3) | Option Expiration Date (4) | Number of Shares or Units of Stock That Have Not Vested (5) | Market Value of Shares or Units of Stock That Have Not Vested (6) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (7) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (6) | | James A. Sabia, Jr. | 4/23/2018 | 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 | | | | | | | 4/20/2021 | NQSO | 7,377 | 2,458 | $238.31 | 4/20/2031 | | | | | | | 4/20/2021 | RSU | | | | | 314 | $55,107 | | | | | 4/21/2022 | NQSO | 5,479 | 5,478 | $254.21 | 4/21/2032 | | | | | | | 4/21/2022 | RSU | | | | | 811 | $142,331 | | | | | 4/21/2022 | PSU | | | | | | | | | | | 4/24/2023 | NQSO | 1,878 | 3,754 | $224.38 | 4/24/2033 | | | | | | | 4/24/2023 | RSU | | | | | 1,649 | $289,400 | | | | | 4/24/2023 | PSU | | | | | | | 4,123 | $723,587 | | | 4/25/2024 | NQSO | | 5,401 | $261.71 | 4/25/2034 | | | | | | | 4/25/2024 | RSU | | | | | 2,580 | $452,790 | | | | | 4/25/2024 | PSU | | | | | | | 2,150 | $377,325 | | James O. Bourdeau | 4/21/2020 | NQSO | 22,170 | | $153.02 | 4/21/2030 | | | | | | | 4/20/2021 | NQSO | 8,695 | 2,898 | $238.31 | 4/20/2031 | | | | | | | 4/20/2021 | RSU | | | | | 371 | $65,111 | | | | | 4/20/2021 | RSU | | | | | 524 | $91,962 | | | | | 4/21/2022 | NQSO | 8,484 | 8,482 | $254.21 | 4/21/2032 | | | | | | | 4/21/2022 | RSU | | | | | 1,256 | $220,428 | | | | | 4/21/2022 | PSU | | | | | | | | | | | 4/24/2023 | NQSO | 2,593 | 5,185 | $224.38 | 4/24/2033 | | | | | | | 4/24/2023 | RSU | | | | | 2,278 | $399,789 | | | | | 4/24/2023 | PSU | | | | | | | 5,694 | $999,297 | | | 4/25/2024 | NQSO | | 4,321 | $261.71 | 4/25/2034 | | | | | | | 4/25/2024 | RSU | | | | | 2,064 | $362,232 | | | | | 4/25/2024 | PSU | | | | | | | 1,720 | $301,860 |

  129. Outstanding Equity Awards as of February 28, 2025

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  130. Outstanding Equity Awards as of February 28, 2025

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  131. Outstanding Equity Awards as of February 28, 2025

    | | 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) | | Samuel J. Glaetzer | 4/21/2017 | NQSO | 1,659 | | $172.09 | 4/21/2027 | | | | | | | 4/23/2018 | NQSO | 2,446 | | $228.26 | 4/23/2028 | | | | | | | 4/23/2019 | NQSO | 3,390 | | $207.48 | 4/23/2029 | | | | | | | 4/21/2020 | NQSO | 6,592 | | $153.02 | 4/21/2030 | | | | | | | 2/19/2021 | RSU | | | | | 560 | $98,280 | | | | | 4/20/2021 | NQSO | 2,607 | 869 | $238.31 | 4/20/2031 | | | | | | | 4/20/2021 | RSU | | | | | 105 | $18,428 | | | | | 4/21/2022 | NQSO | 1,462 | 1,462 | $254.21 | 4/21/2032 | | | | | | | 4/21/2022 | RSU | | | | | 202 | $35,451 | | | | | 4/21/2022 | RSU | | | | | 492 | $86,346 | | | | | 4/21/2022 | PSU | | | | | | | | | | | 4/24/2023 | NQSO | 463 | 924 | $224.38 | 4/24/2033 | | | | | | | 4/24/2023 | RSU | | | | | 636 | $111,618 | | | | | 4/24/2023 | PSU | | | | | | | 573 | $100,562 | | | 4/25/2024 | NQSO | | 3,661 | $261.71 | 4/25/2034 | | | | | | | 4/25/2024 | RSU | | | | | 1,749 | $306,950 | | | | | 4/25/2024 | PSU | | | | | | | 1,457 | $255,704 |

  132. Outstanding Equity Awards as of February 28, 2025

    (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 2025), are reflected in the first two columns of this section, while PSUs with performance periods extending beyond the end of Fiscal 2025 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 21, 2022 PSU awards is based on our Fiscal 2023-2025 TSR performance as compared to companies in the S&P 500 Index. In April 2025, the Human Resources Committee certified performance under

  133. Outstanding Equity Awards as of February 28, 2025

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  134. Outstanding Equity Awards as of February 28, 2025

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  135. Outstanding Equity Awards as of February 28, 2025

    these PSU awards at approximately the 16th percentile performance, resulting in no earned units under these awards. (6)These amounts are based on the February 28, 2025 NYSE closing price of $175.50 for a share of Class A Stock. (7)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 Fiscal 2024 and Fiscal 2025 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 target 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. The vesting of the April 25, 2024 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 2025-2027 TSR performance as compared to companies in the S&P 500 Food, Beverage, and Tobacco Index. Based on our Fiscal 2025 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 threshold level for these awards. The actual payout, if any, requires that the named executive officer remains employed with us until the May 1, 2027 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 2025 awards can be found in the CD&A under the heading “Long-Term Equity Incentive Awards” and in the Grants of Plan-Based Awards in Fiscal 2025 table.

  136. Option Exercises and Stock Vested in Fiscal 2025

    Option Exercises and Stock Vested in Fiscal 2025 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 2025:

  137. Option Exercises and Stock Vested in Fiscal 2025

    | | 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 | 50,000 | $4,977,084 | 15,730 | $4,121,219 | | Garth Hankinson | 33,680 | $2,590,094 | 4,387 | $1,147,929 | | James A. Sabia, Jr. | 37,660 | $3,693,364 | 2,828 | $740,727 | | James O. Bourdeau | — | $— | 4,257 | $1,115,456 | | Samuel J. Glaetzer | 1,119 | $98,286 | 1,787 | $468,762 |

  138. Option Exercises and Stock Vested in Fiscal 2025

    (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 2025. (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.

  139. 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.”

  140. 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,

  141. Nonqualified Deferred Compensation

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  142. Nonqualified Deferred Compensation

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  143. Nonqualified Deferred Compensation

    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. Effective January 1, 2025, the NQSP was amended to implement a Company match on participant elective deferrals on compensation in excess of the annual compensation limit under the 401(k) and Profit Sharing Plan. 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.

  144. Fiscal 2025 Nonqualified Deferred Compensation Table

    Fiscal 2025 Nonqualified Deferred Compensation Table

  145. Fiscal 2025 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 | | | $6,503 | $— | $75,181 | | | NQSP | $963,945 | $113,583 | $233,689 | $— | $4,989,232 | | Garth Hankinson | SERP | | | $101 | $— | $1,254 | | | NQSP | $— | $43,686 | $5,026 | $— | $57,688 | | James A. Sabia, Jr. | SERP | | | $10,634 | $— | $70,201 | | | NQSP | $6,538 | $47,040 | $9,643 | $— | $78,561 | | James O. Bourdeau | SERP | | | $1,589 | $— | $17,419 | | | NQSP | $— | $32,136 | $5,190 | $— | $58,932 | | Samuel J. Glaetzer | SERP | | | $625 | $— | $6,093 | | | NQSP | $— | $8,195 | $2,161 | $— | $21,779 |

  146. Fiscal 2025 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 2025 and deferred into the NQSP. All of these amounts are reflected in the Summary Compensation Table. (2)During Fiscal 2025, our named executive officers were eligible to receive a non-elective contribution on compensation that exceeded the IRS limits that apply to the 401(k) and Profit Sharing Plan. Effective January 1, 2025, our named executive officers were eligible to receive a match on elective deferrals on eligible compensation in excess of the limitation on eligible compensation under the Internal Revenue Code. 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.

  147. Fiscal 2025 Nonqualified Deferred Compensation Table

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  148. Fiscal 2025 Nonqualified Deferred Compensation Table

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  149. Fiscal 2025 Nonqualified Deferred Compensation Table

    (3)Earnings are credited in accordance with the named executive officer’s investment direction. These amounts represent the aggregate earnings during Fiscal 2025 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)Mr. Glaetzer was not a named executive officer prior to Fiscal 2025. Of the amounts in this column, the following amounts have also been reported in the Summary Compensation Table:

  150. Fiscal 2025 Nonqualified Deferred Compensation Table

    | | Previously Reported Aggregate Balance for | | | | Fiscal 2024 | Fiscal 2023 | | William A. Newlands | $787,792 | $930,773 | | Garth Hankinson | $13,337 | $13,092 | | James A. Sabia, Jr. | $10,499 | $11,792 | | James O. Bourdeau | $12,946 | $9,965 | | Samuel J. Glaetzer | $— | $— |

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

    Potential Payments upon Termination or Change-in-Control In the event of specified terminations of employment, or a change-in-control of the company, our named executive officers would become entitled to certain payments and benefits under their respective employment agreements, the terms of their outstanding equity awards under the LTSIP, our AMIP, our SERP, and our NQSP. The following information describes and quantifies the compensation and benefits for our named executive officers that would have become payable if a named executive officer’s employment had terminated on February 28, 2025, or if a change-in-control of the company occurred on February 28, 2025, based on the terms and conditions of their respective employment agreement, and our agreements, plans, and arrangements in effect on such date. These benefits are in addition to the benefits generally available to salaried employees, such as our 401(k) and Profit Sharing Plan, ESPP, life and disability insurance programs, and medical, dental, and vision benefits. Employment Agreements The employment agreements with our named executive officers in effect as of the end of Fiscal 2025 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. 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 the executive’s 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 the executive’s duties (and which is not remedied within 30 days

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

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

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

    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 the executive’s employment for the occurrence of any of the following events without the executive’s consent: (i) a material reduction of the executive’s employment band or 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. The following table presents information concerning the post-termination payments each named executive officer would have received under the executive’s respective employment agreement in connection with a qualifying termination as of February 28, 2025.

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

    | | Severance Pay | Medical and Dental | Outplacement Services and Relocation Services | Total | | William A. Newlands | $7,833,335 | $49,206 | $55,000 | $7,937,541 | | Garth Hankinson | $3,472,835 | $49,206 | $55,000 | $3,577,041 | | James A. Sabia, Jr. | $3,525,472 | $49,206 | $55,000 | $3,629,678 | | James O. Bourdeau | $2,655,485 | $49,206 | $55,000 | $2,759,691 | | Samuel J. Glaetzer | $1,494,711 | $16,402 | $55,000 | $1,566,113 |

  156. 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 28, 2025 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 28, 2025:

  157. 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 | Other Voluntary or Involuntary Termination | | NQSO | Yes | Yes | Yes (3) | No | | RSU | Yes | Yes | Yes (3) | No | | PSU | Yes | Yes (4) | Yes (5) | No |

  158. 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

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

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

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

    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, if the participant is continuously employed by the Company through November 1 in the year of grant then the PSUs vest at the end of the performance period based upon the Company’s actual performance during the full performance period. PSUs granted prior to April 2024 were pro-rated for the portion of the performance period during which the executive officer served prior to retirement (PSUs granted starting in April 2024 are not pro-rated). The value of accelerated or continued vesting of outstanding equity awards under the LTSIP that would become payable upon a qualifying termination following a change in control, death, disability, or other voluntary or involuntary termination of employment as of February 28, 2025 (based on the NYSE closing price of $175.50 for a share of Class A Stock on such date) as follows:

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

    | | Qualifying Termination Following a Change-in-Control | Death or Disability | Retirement | Other Voluntary or Involuntary Termination | | William A. Newlands | $13,102,655 | $13,102,655 | $8,217,242 | $— | | Garth Hankinson | $3,788,168 | $3,788,168 | $— | $— | | James A. Sabia, Jr. | $2,505,087 | $2,505,087 | $1,599,671 | $— | | James O. Bourdeau | $3,183,395 | $3,183,395 | $2,104,527 | $— | | Samuel J. Glaetzer | $1,340,294 | $1,340,294 | $— | $— |

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

    As of February 28, 2025, Messrs. Newlands, Bourdeau, and Sabia would have been eligible for the retirement treatment set forth above. AMIP Payments. Our AMIP is described in the CD&A under the heading “Short-Term Cash Incentives: Fiscal 2025 AMIP.” The Fiscal 2025 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 2025 are set forth above in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. NQSP. This plan is described under the heading “Nonqualified Deferred Compensation.” In the event of any termination of employment as of February 28, 2025, each named executive officer (or, in the case of death, the named executive officer’s beneficiary) would be entitled to receive the value of the executive’s respective vested plan account balance set forth in the table under the heading “Nonqualified Deferred Compensation.” In the event of a change-in-control (as defined by the plan), we would make lump sum payments of account balances to participants within 90 days of the change-in-control event. Supplemental Executive Retirement Plans. Our supplemental executive retirement plans are described under the heading “Nonqualified Deferred Compensation.” In the event of any termination of employment as of February 28, 2025, each named executive officer (or, in the case of death, the named executive officer’s beneficiary) would be entitled to receive the value of the executive’s respective vested plan account balance set forth in the table under

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

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

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

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

    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.

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

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

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

  169. CEO Pay Ratio

    CEO Pay Ratio For Fiscal 2025, the annual total compensation of our Chief Executive Officer is $15,006,800, and the annual total compensation of our median employee is $49,050. The ratio of the annual total compensation of our CEO to the annual total compensation of our median employee is approximately 306 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 2025 was 9,455 total employees. We do not include employees of our equally-owned joint venture with Owens-Illinois. We determined our median employee as of the last day of our 2025 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.

  170. CEO Pay Ratio

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  171. CEO Pay Ratio

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

  172. 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.

  173. Pay versus Performance

    | | | | | | Value of Initial $100 Investment Based On: | | | | | Fiscal Year | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO (6)(7) | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs (7)(8) | Total Shareholder Return (9) | Peer Group Total Shareholder Return (10) | Net Income (Loss) (in millions) (11) | Net Sales (in millions) (12) | | 2025 (1) | $15,006,800 | $(853,514) | $3,433,714 | $413,253 | $109.82 | $154.77 | $(31.1) | $10,208.7 | | 2024 (2) | $14,629,014 | $19,419,251 | $5,257,024 | $6,461,318 | $152.68 | $136.06 | $1,765.2 | $9,961.8 | | 2023 (3) | $16,068,340 | $15,728,089 | $10,422,191 | $10,723,561 | $135.44 | $138.59 | $(38.5) | $9,452.6 | | 2022 (4) | $12,040,281 | $4,988,292 | $6,743,095 | $5,740,281 | $128.83 | $134.10 | $1.0 | $8,820.7 | | 2021 (5) | $11,727,855 | $19,696,460 | $6,702,839 | $11,408,365 | $126.27 | $107.61 | $2,031.8 | $8,614.9 |

  174. Pay versus Performance

    (1)For Fiscal 2025, the Company PEO was William A. Newlands, and the Company's other named executive officers were Garth Hankinson, James A. Sabia, Jr., James O. Bourdeau, and Samuel Glaetzer. (2)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. (3)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. (4)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. (5)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. (6)The amounts deducted and added to the Summary Compensation Table Total to calculate the CAP for Fiscal 2025 are as follows:

  175. Pay versus Performance

    | | Fiscal 2025 | | Summary Compensation Table Total | $15,006,800 | | Decreased by the full grant date fair value of RSUs and PSUs granted during the reported fiscal year; | (9,465,102) | | Decreased by the grant date fair value of NQSOs granted during the reported fiscal year; | (2,200,343) | | 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; | 5,721,049 | | 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; | (7,454,174) | | Increased by the fair value as of the vesting date, for awards that are granted and vest in the same year; | — |

  176. Pay versus Performance

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  177. Pay versus Performance

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

  178. Pay versus Performance

    | | Fiscal 2025 | | 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; | 837,414 | | Decreased by the fair value at the end of the prior fiscal year, of any awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during the reported fiscal year; and | (3,425,744) | | 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. | 126,586 | | Compensation Actually Paid | $(853,514) |

  179. Pay versus Performance

    (7)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 2025 Form 10-K. (8)The amounts deducted and added to the Average Summary Compensation Table Total to calculate the Average CAP for Fiscal 2025 are as follows:

  180. Pay versus Performance

    | | Fiscal 2025 | | Summary Compensation Table Total | $3,433,714 | | Decreased by the full grant date fair value of RSUs and PSUs granted during the reported fiscal year; | (1,694,301) | | Decreased by the grant date fair value of NQSOs granted during the reported fiscal year; | (393,865) | | 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; | 1,024,109 | | Increased (or if negative, decreased) by the change in fair value from the end of the prior fiscal year through the end of the reported fiscal year of any awards granted in any prior fiscal year that are outstanding and unvested as of the end of the reported fiscal year; | (1,477,459) | | 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; | 153,032 | | 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 | (658,415) | | 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. | 26,438 | | Compensation Actually Paid | $413,253 |

  181. Pay versus Performance

    (9)TSR is determined based on the value of an initial fixed investment of $100.

  182. Pay versus Performance

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  183. Pay versus Performance

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

  184. Pay versus Performance

    (10)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. (11)Net income (loss) as reported in our 2025 Form 10-K in accordance with GAAP. (12)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 2025. 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 2025 Form 10-K. Relationship Between Compensation Actually Paid and Cumulative Total Shareholder Return Relationship Between Compensation Actually Paid and Net Income (Loss)

  185. Pay versus Performance

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  186. Pay versus Performance

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

  187. 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.

  188. Pay versus Performance

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

  189. Pay versus Performance

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  190. Pay versus Performance

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