DEF 14A of Brown Forman Corp, Jun 23, 2023

DEF 14A of Brown Forman Corp

Filed Jun 23, 2023 · FY20230001193125-23-173793

Open on EDGAR

  1. Brown-Forman Corporation

    Brown-Forman Corporation (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

  2. Brown-Forman Corporation

    | Payment of Filing Fee (Check the appropriate box): | | | ☑ | No fee required. | | ☐ | Fee paid previously with preliminary materials. | | ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |

  3. Brown-Forman Corporation

    BROWN-FORMAN BOLDER. BETTER. TOGETHER. 2023 PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF STOCKHOLDERS THESE THREE WORDS CAPTURE THE ESSENCE OF OUR BUSINESS AND CULTURE. OUR GLOBAL Perspective 5,600 170+ 53% 25+ EMPLOYEES COUNTRIES OF SALES PRODUCTION FACILITIES on 6 continents where our brands are sold outside the U.S. around the world Dear Brown-Forman Stockholder: It is our pleasure to invite you to attend Brown-Forman Corporation's 2023 Annual Meeting of Stockholders on Thursday, July 27, 2023, at 9:30 A.M. (Eastern Daylight Time). The meeting will be held in person at the Kentucky Center for the Performing Arts in Louisville, Kentucky. Please see the Notice of Annual Meeting on page 3 for more information. Your vote is important to us. Please complete and return your proxy card, or vote by telephone or online as soon as possible, even if you plan to attend the Annual Meeting in person. We hope you join us on July 27. On behalf of the Board of Directors, thank you for your continued support. Very truly yours, CAMPBELL P. BROWN Chair of the Board of Directors LAWSON E. WHITING President and Chief Executive Officer June 23, 2023 NOTICE OF ANNUAL MEETING of Stockholders DATE: Thursday, July 27, 2023 TIME: 9:30 A.M. (Eastern Daylight Time) LOCATION: The Annual Meeting will be held in person at: Kentucky Center for the Performing Arts 501 West Main Street Louisville, Kentucky 40202 Purpose We are holding this meeting to: elect the eleven directors named in this Proxy Statement; hold an advisory vote to approve the compensation of the company's named executive officers; hold an advisory vote on the frequency of future advisory votes to approve the compensation of the company's named executive officers; ratify the selection of the independent registered public accounting firm for fiscal 2024; and transact any other business that may properly come before the Annual Meeting or any adjournment or postponement thereof. Record Date Holders of record of Class A common stock at the close of business on June 12, 2023, are entitled to vote at the Annual Meeting or any adjournment or postponement thereof. Voting Your vote is very important. Even if you plan to attend the Annual Meeting in person, we encourage you to complete, sign, and date the enclosed proxy card and return it in the enclosed envelope, or you may submit your proxy by telephone at (800) 690 6903 or online at www.proxyvote.com before the Annual Meeting so your shares are represented and voted at the meeting. Submitting your proxy in advance will not prevent you from voting your shares in person at the Annual Meeting if you wish, since your vote by proxy is revocable at your option. Instructions on telephone and online voting are on the proxy card enclosed with this Proxy Statement. Louisville, Kentucky June 23, 2023 By order of the Board of Directors Jaileah X. Huddleston, Secretary ATTENDING THE ANNUAL MEETING We are committed to providing a safe, secure environment for our stockholders, directors, employees, and guests. Please observe the following procedures if you plan to attend the Annual Meeting. Before the meeting: Please register by July 13, 2023, to attend the Annual Meeting in person. You may register online at ams.b-f.com or by contacting Chase Sanders, Senior Investor Relations Analyst, at (502) 774-6504 or by email at Investor_Relations@b-f.com. When you arrive: Parking is available at the Kentucky Center garage located on Sixth Street between Main Street and River Road. Check-in will begin at 8:30 A.M. (Eastern Daylight Time) in the main lobby of the Kentucky Center for the Performing Arts, accessible by elevator from the Kentucky Center garage. What to bring: Please bring a photo ID. If your shares are registered in the name of a bank, broker, or other holder of record, please also bring documentation of your stock ownership (such as the voting instruction form that was sent to you or a brokerage statement) at the close of business on June 12, 2023, the record date for the Annual Meeting. Seating is limited. If you do not register in advance, you may still be admitted, if seats are available, by presenting a photo ID along with your proxy card, voting instruction form, brokerage statement, or other documentation of stock ownership at the close of business on the record date for the Annual Meeting. IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JULY 27, 2023: The Notice of Annual Meeting, Proxy Statement, and Integrated Annual Report, which includes our Annual Report on Form 10-K for fiscal 2023, are available at investors.brown-forman.com and at proxyvote.com. BROWN-FORMAN 2023 PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

  4. Brown-Forman Corporation

    | 1 | | Letter to Stockholders | | 3 | | Notice of Annual Meeting of Stockholders | | 6 | | Proxy Summary | | 8 | | Annual Meeting Information | | 11 | | Corporate Governance | | | 11 | Our Board of Directors | | | 11 | Selection of Directors | | | 12 | Board Composition | | | 14 | Leadership Structure | | | 15 | Board Guidelines and Procedures | | | 16 | Board Committees | | | 18 | Board’s Role in Risk Oversight | | | 18 | Best Practices | | | 19 | Our Controlling Family Stockholders | | 21 | | Our Integrated Strategy | | 22 | | Proposal 1: Election of Directors | | 26 | | Director Compensation | | 29 | | Proposal 2: Advisory Vote to Approve the Compensation of Our Named Executive Officers | | 30 | | Proposal 3: Advisory Vote on the Frequency of Future Advisory Votes to Approve the Compensation of Our Named Executive Officers | | 31 | | Proposal 4: Ratification of the Selection of the Independent Registered Public Accounting Firm for Fiscal 2024 |

  5. Brown-Forman Corporation

    | 32 | | Compensation Discussion and Analysis | | | 32 | Executive Summary | | | 34 | Overview of Our Compensation Program | | | 36 | The Role of Our Compensation Committee | | | 38 | Target Compensation | | | 40 | Awards and Payouts in Fiscal 2023: Fixed and Short-Term Compensation | | | 42 | Short-Term Compensation Payouts in Fiscal 2023 | | | 43 | Awards and Payouts in Fiscal 2023: Long-Term Compensation | | | 47 | Other Compensation Elements | | | 48 | Compensation Policies and Practices | | 49 | | Compensation Committee Report | | 50 | | Compensation Tables | | | 50 | Summary Compensation | | | 52 | Grants of Plan-Based Awards | | | 53 | Outstanding Equity Awards | | | 55 | Option Exercises and Stock Vested | | | 55 | Pension Benefits | | | 57 | Non-Qualified Deferred Compensation | | | 57 | Potential Payments Upon Termination or Change in Control | | | 58 | Change in Control and Termination Upon Change in Control | | 60 | | Stock Ownership | | 63 | | Pay Ratio Disclosure | | 64 | | Pay Versus Performance | | 66 | | Audit Matters | | 69 | | Other Information | | 70 | | Appendix A: Non-GAAP Financial Measures |

  6. Brown-Forman Corporation

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  7. Brown-Forman Corporation

    PROXY Summary This section highlights information that we discuss in more detail further in this Proxy Statement. As it is only a summary, we encourage you to read the entire Proxy Statement before you vote. Annual Meeting of Stockholders DATE: Thursday, July 27, 2023 TIME: 9:30 A.M. (Eastern Daylight Time) LOCATION: The Annual Meeting will be held in person at: Kentucky Center for the Performing Arts 501 West Main Street Louisville, Kentucky 40202 DATE OF DISTRIBUTION: The Notice of Annual Meeting of Stockholders, Proxy Statement, and proxy card will first be made available or mailed on or about June 23, 2023. Proposals for Stockholder Voting Proposal Our Board’s voting recommendation Election of eleven directors WHERE TO FIND DETAILS: Pages 22-28 FOR all nominees Advisory vote to approve the compensation of the company’s named executive officers WHERE TO FIND DETAILS: Page 29 FOR the proposal Advisory vote on the frequency of future advisory votes to approve the compensation of the company’s named executive officers WHERE TO FIND DETAILS: Page 30 FOR “EVERY THREE YEARS” as the frequency of future advisory votes on executive compensation Ratification of the selection of the independent registered public accounting firm for fiscal 2024 WHERE TO FIND DETAILS: Page 31 FOR ratification In addition, stockholders may be asked to vote on any other business that may properly come before the Annual Meeting or any adjournment or postponement thereof. Performance and Compensation Highlights At Brown-Forman, we stand by our ambition: “Nothing Better in the Market.” To deliver that level of value for our stockholders, we need to attract, motivate, reward, and retain a talented and diverse team of executives prepared to lead those efforts. We believe that our executive compensation program, described in this Proxy Statement, allows us to do just that-by linking executive pay to our company’s performance, both during the most recent fiscal year and over time. The charts on page 32 compare basic trends in our company’s performance with trends in the compensation of our President and Chief Executive Officer, Lawson E. Whiting. We use a variety of financial measurements to show the long-term value that strong leadership generates for our stockholders. Our Director Nominees to the BoardOur Board of Directors is asking the holders of the company s Class A common stock to vote on the election of the eleven director nominees named below. Each director nominee was recommended by the Corporate Governance and Nominating Committee and nominated by the Board of Directors. You can find more details about each director nominees experience, qualifications, attributes, and skills under Proposal 1: Election of Directors beginning on page 22. John D. Cook, a member of the Board since 2008 and Lead Independent Director since 2012, and Augusta Brown Holland, a member of the Board since 2015, are not standing for re-election to the Board. They will step down from the Board when their terms end at the Annual Meeting.2023 PROXY STATEMENT AND NOTICE OF A NNUA L MEETING OF STOCKHOLDERSBoard NomineesCommittee Membership as of April 30, 2023Nominee Name & OccupationDirector SinceDirector CategoryAudit CompCorp Gov & NomExecCampbell P. BrownChair of the Board, Brown-Forman2016BLCElizabeth M. BrownPresident, DendriFund, Inc.NomineeBStuart R. BrownManaging Partner, Typha Partners, LLC2015BMark A. Clouse President and Chief Executive Officer, Campbell Soup Company2022 IlMarshall B. FarrerExecutive Vice President, Chief Strategic GrowthOfficer and President, Europe, Brown-Forman2016B,MMichael J. RoneyRetired Chief Executive Officer, Bunzl plc2014IClJan E. SingerFormer Chief Executive Officer, J.Crew2022 IlTracy L. Skeans Chief Operating Officer & Chief People Officer, Yum! Brands, Inc.2018IllElizabeth A. SmithRetired Chief Executive Officer, Bloomin Brands, Inc.2023 IlMichael A. TodmanRetired Vice Chairman, Whirlpool Corporation2014IClLawson E. Whiting President and Chief Executive Officer, Brown-Forman2018MlB=Brown Family Director M=Management Director I=Independent Director C=Committee Chair l=Committee Member 2018Ill Retired Chief Executive Officer, Bloomin Brands, Inc.We are courageous and bold in our aspirations; we constantly strive to IN FISCAL 2023 become better in all that we do; and we work together every day to live our values and grow our business.LAWSON E. WHITINGPresident and Chief Executive OfficerIN FISCAL 202315.3%RETURN ON AVERAGE INVESTED CAPITAL(1)$378MMTOTALDIVIDENDS(1) Return on Average Invested Capital is not derived in accordance with generally accepted accounting principles (GAAP). See Appendix A of this Proxy Statement for information about our use of non-GAAP measures.

  8. VOTES NEEDED FOR APPROVAL

    VOTES NEEDED FOR APPROVAL

  9. VOTES NEEDED FOR APPROVAL

    | Proposal | Votes required to pass | Effect of abstentions and broker non-votes | | Election of directors | Nominees who receive a majority of the Class A votes cast (the number of shares voted “FOR” the nominee exceeds the number of shares voted “AGAINST” that nominee) will be elected. | No effect. | | Advisory vote to approve the compensation of our named executive officers | A majority of the Class A shares present (in person or represented by proxy) and entitled to vote must vote “FOR” the approval of the compensation of our named executive officers. | Abstentions are equivalent to votes “AGAINST” the proposal. Broker non-votes will have no effect. | | Advisory vote on the frequency of future advisory votes to approve the compensation of our named executive officers | The frequency receiving the greatest number of votes (every one, two, or three years) will be considered the recommendation of the stockholders. | No effect. | | Ratification of the selection of the independent registered public accounting firm for fiscal 2024 | A majority of the Class A shares present (in person or represented by proxy) and entitled to vote must vote “FOR” the ratification of the selection of the independent registered public accounting firm. | Abstentions are equivalent to votes “AGAINST” the proposal. Brokers may vote on this proposal without receiving instructions from the stockholder. |

  10. VOTES NEEDED FOR APPROVAL

    CORPORATE Governance Our Board of Directors Our Board is the policymaking body ultimately responsible for Brown-Forman’s business success and ethical culture. The Board oversees the performance of our senior management team, which is responsible for leading and operating Brown-Forman’s business. The Board’s primary responsibilities include oversight of our corporate strategy, financial condition, executive compensation policies and practices, enterprise risk management, and the retention, evaluation, and succession planning for the Chair of the Board and the Chief Executive Officer. The Board may hire independent advisors to help it perform its duties. BROWN-FORMAN IS A “CONTROLLED COMPANY.” As a publicly listed, family-controlled company, Brown-Forman enjoys a rare governance opportunity in that members of our controlling stockholder family, the Brown family, participate directly on our Board. We believe this governance structure gives us a distinct competitive advantage because Brown family members bring a long-term ownership perspective to our Board. This advantage is sustained by a careful balancing of the roles of our Board, management, and our stockholders—including the Brown family. Selection of Directors In evaluating candidates for Board membership, the Corporate Governance and Nominating Committee seeks directors who will represent the best long-term interests of all stockholders. As stated in our Corporate Governance Guidelines, all Brown-Forman directors should possess the highest personal and professional ethics, integrity, and values. The Board believes the best directors also have good judgment, candor, civility, business courage, experience with similar businesses or other organizations of comparable or larger size, and a lack of conflicts of interest. We also believe that a significant number of our directors should be independent. See “Our Independent Directors” on the next page to learn more. The Corporate Governance and Nominating Committee and the Board consider diversity in evaluating candidates for Board membership, though neither has adopted a formal diversity policy. The Board’s goal is to maintain a well-balanced composition that combines a variety of experiences, backgrounds, skills, and perspectives that enable the Board, as a whole, to guide Brown-Forman effectively in the pursuit of our strategic objectives. In evaluating potential Board candidates, the Corporate Governance and Nominating Committee considers an individual’s independence; business, professional, or public service experience; relevant industry knowledge, experience, and relationships; business judgment; financial expertise; international experience; leadership skills; diversity of age, gender, race, ethnicity, religion, nationality, disability, sexual orientation, and cultural background; time availability; and familial relation to our controlling family stockholders. The Corporate Governance and Nominating Committee occasionally hires independent search firms to help identify potential Board candidates. The Board has not adopted a formal policy regarding candidates nominated by stockholders because the Corporate Governance and Nominating Committee believes the process it follows to identify and select Board members has been appropriate and effective. Stockholders wishing to suggest candidates to the Corporate Governance and Nominating Committee for consideration as directors must submit a written notice to our Corporate Secretary following the procedures set forth in this Proxy Statement under “Communication with our Board” on page 15. Any candidates submitted by stockholders will be evaluated in the same manner as all other director candidates.

  11. VOTES NEEDED FOR APPROVAL

    | Board Composition HOW OUR CONTROLLED-COMPANY STATUS AFFECTS OUR BOARD Our Board has determined that Brown-Forman is a “controlled company” under NYSE rules because more than 50% of our Class A voting stock is held by members of the Brown family or entities they control. As a controlled company, we are not required to have a majority of independent directors, a fully independent nominating/corporate governance committee, or a fully independent compensation committee. However, as a matter of good corporate governance, the Board has voluntarily chosen to have a majority of independent directors and a compensation committee that is composed entirely of directors who meet the NYSE’s heightened independence standards for compensation committee members. Our Board does not have a fully independent nominating/ corporate governance committee. We comply in full with NYSE requirements regarding the independence and qualifications of our Audit Committee members. OUR INDEPENDENT DIRECTORS We recognize the value of having independent directors. Under NYSE listing rules, a director qualifies as “independent” if the board of directors determines the director has no “material relationship” with the company. Material relationships can include commercial, industrial, banking, consulting, legal, accounting, charitable, and familial relationships. While the focus is on independence from management, our Board considers all relevant facts and circumstances in making an independence determination. Our Board has determined that the following six of our eleven director nominees are independent under NYSE standards: Mark A. Clouse, Michael J. Roney, Jan E. Singer, Tracy L. Skeans, Elizabeth A. Smith, and Michael A. Todman. John D. Cook, who is not standing for re-election, is also an independent director. The Board has determined that Campbell P. Brown, Marshall B. Farrer, and Lawson E. Whiting are not independent because they are, or recently have been, members of Brown-Forman management. The Board elected not to make a determination with respect to the independence of Elizabeth M. Brown, Stuart R. Brown, or Augusta Brown Holland (who is not standing for re-election). OUR BROWN FAMILY DIRECTORS The Board believes it is strategically important for Brown family members to be actively engaged in the oversight of Brown-Forman. Through participation on the Board, the Brown family can contribute their long-term perspective to every matter the Board considers. Brown family directors also serve as an effective link between the Board and the controlling family stockholders. In addition, Board service allows the Brown family to actively oversee their investment in the company. Currently, the Brown family directors are Campbell P. Brown, Stuart R. Brown, Marshall B. Farrer, and Augusta Brown Holland (who is not standing for re-election at the Annual Meeting). Elizabeth M. Brown, who is a director nominee, will be a Brown family director if elected at the Annual Meeting. OUR MANAGEMENT DIRECTORS The Board believes it is important, from a corporate governance standpoint, for management to be represented on the Board. Currently, Marshall B. Farrer and Lawson E. Whiting serve in dual roles as Board members and Brown-Forman executives. |

  12. VOTES NEEDED FOR APPROVAL

    Following the Annual Meeting: Diversity 1 4 6 Diversity 45% director is racially/ethnically diverse directors are women directors are not diverse by race, ethnicity, or gender Tenure on Board 6 5 Average Tenure 5 years 0-5 years 6-10 years Age Mix 1 8 2 Average Age 58 director is age 50 or younger directors are age 51-60 directors are age 61 and older Composition 6-Independent 3-Brown Family 1-Brown Family & Management 1-Management

  13. Brown-Forman Director Nominees

    Brown-Forman Director Nominees CAMPBELL P. BROWN BF Chair of the Board, Brown Forman Corporation ELIZABETH M. BROWN BF President, DendriFund, Inc. STUART R. BROWN BF Managing Partner, Typha Partners, LLC MARK A. CLOUSE I President and Chief Executive Officer, Campbell Soup Company MARSHALL B. FARRER BFM EVP, Chief Strategic Growth Officer and President, Europe, Brown Forman Corporation MICHAEL J. RONEY I Retired Chief Executive Officer, Bunzl plc JAN E. SINGER I Former Chief Executive Officer, J.Crew TRACY L. SKEANS I Chief Operating Officer & Chief People Officer, Yum! Brands, Inc. ELIZABETH A. SMITH I Retired Chief Executive Officer, Bloomin Brands, Inc. MICHAEL A. TODMAN I Retired Vice Chairman, Whirlpool Corporation LAWSON E. WHITING M President and Chief Executive Officer, Brown Forman Corporation I INDEPENDENT BF BROWN FAMILY BFM BROWN FAMILY & MANAGEMENT M MANAGEMENT

  14. Brown-Forman Director Nominees

    | CHANGES TO OUR BOARD | | | • Mark A. Clouse joined the Board on November 17, 2022. • Elizabeth A. Smith joined the Board on January 24, 2023. • Elizabeth M. Brown is a director nominee and will join the Board, if elected, immediately after the Annual Meeting. | • After fifteen years of dedicated service, John D. Cook has informed the Board that he will not stand for re-election at the Annual Meeting. • After eight years of dedicated service, Augusta Brown Holland will not stand for re-election at the Annual Meeting. |

  15. Brown-Forman Director Nominees

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  16. Election of Directors

    Election of Directors This section provides information about our eleven director nominees, including their ages as of the date of the Annual Meeting and the experience, qualifications, attributes, and skills that enable them to make valuable contributions to our Board and that led the Board to conclude that they should serve as directors of Brown-Forman. All of our nominees are current directors of Brown-Forman except Elizabeth M. Brown. Current directors John D. Cook and Augusta Brown Holland will not stand for re-election at the Annual Meeting. As a result, the size of the Board will be reduced to eleven members immediately following the Annual Meeting. Elizabeth M. Brown, Mark A. Clouse, and Elizabeth M. Smith, who are standing for election for the first time at the Annual Meeting, were recommended by the Corporate Governance and Nominating Committee for inclusion on the slate of director nominees.

  17. Election of Directors

    | | The Board unanimously recommends a vote “FOR” the election of each director nominee. |

  18. Election of Directors

    If any nominee becomes unable to serve before the Annual Meeting, the proxy holders may vote for a substitute nominee if the Board designates one. Additionally, in lieu of designating a substitute, the Board may reduce the number of directors. As of the date of this Proxy Statement, the Board believes each nominee is prepared to serve if elected.

  19. Nominees

    Nominees CAMPBELL P. BROWN Director since 2016 Age 55 CURRENT AND PAST POSITIONS Positions with Brown-Forman and affiliates: Chair of the Board since July 2021 Senior Vice President, President and Managing Director of Old Forester, our founding brand, 2015 to April 2021 Led the wine and spirits portfolio in Canada and the Midwest region of the U.S. Served in the emerging markets of India, the Philippines, and Turkey Various other positions over a 28-year career Founding Member, Brown-Forman/Brown Family Shareholders Committee from 2007 to 2018; Co-Chair since March 2021 QUALIFICATIONS AND SKILLS Business and industry experience gained by serving in operational, management, and executive positions within Brown-Forman Deep knowledge of family and corporate governance Perspective as a fifth-generation Brown family stockholder A history of service on the Brown-Forman/Brown Family Shareholders Committee, which demonstrates his ability to represent the long-term interests of stockholders OTHER DIRECTORSHIPS Kentucky Distillers Association from 2016 to 2021 Republic Bank and Trust Company from 2008 to 2021 COMMITTEES Executive (Chair) Corporate Governance and Nominating FAVORITE BROWN-FORMAN PRODUCTS Old Forester Statesman and Jack Daniel's 10-Years-Old ELIZABETH M. BROWN Nominee Age 57 CURRENT AND PAST POSITIONS Dendrifund, Inc. (a private, non-operating foundation focused on natural resource sustainability, seeded by Brown-Forman), President and Director since 2019 Owner and operator of various agribusiness ventures Jack Daniel's Properties, Inc., Director since 2018 QUALIFICATIONS AND SKILLS Over 30 years of experience in the field of agribusiness Leadership skills developed through service on significant community and philanthropic boards Demonstrated commitment to sustainability Perspective as a fifth-generation Brown family stockholder FAVORITE BROWN-FORMAN PRODUCTS Jack Daniel's and Herradura STUART R. BROWN Director since 2015 Age 58 CURRENT AND PAST POSITIONS Typha Partners, LLC (an early-stage private equity investment company), Investment Manager since 2010 The Nature Conservancy, Vice Chair, North America Trustee Council since 2021 Dendrifund, Inc. (a private, non-operating foundation focused on natural resource sustainability, seeded by Brown-Forman), Founding Director and President, 2011 to 2019 Between the Covers Bookstore, Owner,1998 to 2010 Positions with Brown-Forman and affiliates: Sales and Marketing Management, 1995 to 1998 Founding Member, Brown-Forman/Brown Family Shareholders Committee, 2007 to 2018 QUALIFICATIONS AND SKILLS Extensive experience in family governance, entrepreneurial management, finance, and board leadership Demonstrated commitment to sustainability and social issues Perspective as a fifth-generation Brown family stockholder A history of service on the Brown-Forman/Brown Family Shareholders Committee, which demonstrates his ability to represent the long-term interests of stockholders FAVORITE BROWN-FORMAN PRODUCT Old Forester and Jack Daniel's 2023 PROXY STATEMENT AND NOTICE OF A NNUA L MEETING OF STOCKHOLDERS MARK A. CLOUSE Director since 2022 Age 55 CURRENT AND PAST POSITIONS Campbell Soup Company, President and Chief Executive Officer since 2019 Pinnacle Foods, Chief Executive Officer, 2016 to 2018 Mondelez International, Inc., Chief Commercial Officer, January to May 2016; Chief Growth Officer, 2014 to 2016; President North America, 2012 to 2014 QUALIFICATIONS AND SKILLS Executive leadership experience with global consumer brands businesses Expertise in corporate strategy, global marketing, global sales, research, development, and quality Experience in creating stockholder value through acquisitions OTHER DIRECTORSHIP Campbell Soup Company since 2019 COMMITTEE Compensation FAVORITE BROWN-FORMAN PRODUCTS Jack Daniel's Single Barrel and Herradura MARSHALL B. FARRER Director since 2016 Age 52 CURRENT AND PAST POSITIONS Positions with Brown-Forman and affiliates: Executive Vice President, Chief Strategic Growth Officer and President, Europe since January 2023 Senior Vice President, President, Europe, 2020 to December 2022 Senior Vice President, Managing Director, Global Travel Retail and Developed APAC Region from 2018 to 2020 Senior Vice President, Managing Director, Global Travel Retail from 2015 to 2018 Vice President, Managing Director, Jack Daniel's Tennessee Honey from 2014 to 2015 Other sales and marketing management positions over a 25-year Brown-Forman career Founding Member, Brown-Forman/Brown Family Shareholders Committee from 2007 to 2018 QUALIFICATIONS AND SKILLS Business and industry experience gained from serving in operational, management, marketing, and executive positions within Brown-Forman and the beverage alcohol industry Extensive international operations and leadership experience Perspective as a fifth-generation Brown family stockholder A history of service on the Brown-Forman/Brown Family Shareholders Committee, which demonstrates his ability to represent the long-term interests of stockholders FAVORITE BROWN-FORMAN PRODUCTS Jack Daniel's & Coca-Cola and Fords Gin

  20. Nominees

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  21. Nominees

    Nominees Nominees MICHAEL J. RONEY Director since 2014 Age 69 CURRENT AND PAST POSITIONS Bunzl plc (a multinational distribution and outsourcing company), Chief Executive Officer, 2005 to 2016 QUALIFICATIONS AND SKILLS " Extensive senior management and executive leadership experience " Deep expertise in multinational production, distribution, and operations " Financial expertise " International mergers and acquisitions experience OTHER DIRECTORSHIPS " Next plc since 2017 " Grafton Group plc since 2016 " Bunzl plc from 2003 to 2016 " Johnson Matthey plc from 2007 to 2014 COMMITTEES " Compensation (Chair) " Corporate Governance and Nominating FAVORITE BROWN-FORMAN PRODUCTS Woodford Reserve Double Oaked and Slane Irish Whiskey JAN E. SINGER Director since 2022 Age 59 CURRENT AND PAST POSITIONS J. Crew, Chief Executive Officer, February 2020 to December 2020 Victoria's Secret Lingerie, Chief Executive Officer, 2016 to 2019 Spanx, Inc., Chief Executive Officer, 2014 to 2016 Positions with Nike, Inc: " Corporate Vice President Global Apparel, 2010 to 2014 " Corporate Vice President Global Footwear, 2004 to 2010 QUALIFICATIONS AND SKILLS " Executive leadership experience with consumer retail organizations with global reach and complex operating structures " Previous experience as an independent director for publicly listed companies " Deep knowledge of product creation, sourcing and manufacturing, innovation, merchandising, planning and allocation, marketing, brand development, and strategic growth planning " Experience leading operations, commerce, ESG, legal, and human resources functions COMMITTEE " Audit FAVORITE BROWN-FORMAN PRODUCT Woodford Reserve TRACY L. SKEANS Director since 2018 Age 50 CURRENT AND PAST POSITIONS Positions with Yum! Brands, Inc. and affiliates: " Chief Operating Officer & Chief People Officer, Yum! Brands, Inc. since 2021 " Chief Transformation and People Officer, Yum! Brands, Inc., 2016 to 2021 " President, Pizza Hut International, 2014 to 2015 " Chief People Officer, Pizza Hut Global, 2013 to 2014 " Chief People Officer, Pizza Hut US, 2011 to 2013 QUALIFICATIONS AND SKILLS " Strong track record of business leadership overseeing transformation strategy, human resources, and corporate communications functions " Experience leading business transformation and global people capability strategies to build powerful brands and fuel sustainable results " Extensive accounting, treasury, and financial expertise COMMITTEES " Audit " Corporate Governance and Nominating FAVORITE BROWN-FORMAN PRODUCT Sonoma-Cutrer Chardonnay Nominees ELIZABETH A. SMITH Director since 2023 Age 60 CURRENT AND PAST POSITIONS Positions with Bloomin' Brands, Inc.: " Executive Chair, 2019 to 2020 " Chief Executive Officer, 2009 to 2019 " Chairman of the board, 2012 to 2019 QUALIFICATIONS AND SKILLS " Experience with global companies and retail sales " Expertise in corporate strategy development " Knowledge of marketing, sales, supply chain, and IT systems OTHER DIRECTORSHIPS " Revlon Group Holdings LLC since May 2023 " Authentic Brand Group since January 2023 " Hilton Worldwide Holdings Inc. since 2013 " Bloomin' Brands Inc., 2019 to April 2023 " The Gap, Inc., 2020 to 2021 COMMITTEE " Audit FAVORITE BROWN-FORMAN PRODUCTS Sonoma-Cutrer Chardonnay and Woodford Reserve MICHAEL A. TODMAN Director since 2014 Age 65 CURRENT AND PAST POSITIONS Positions with Whirlpool and affiliates: " Vice Chairman, Whirlpool Corporation, 2014 to 2015 " President, Whirlpool International, 2009 to 2014 " President, Whirlpool North America, 2007 to 2009 QUALIFICATIONS AND SKILLS " Extensive knowledge and experience in multinational operations, sales and distribution, and manufacturing " Executive leadership of large multinational organizations " Financial expertise OTHER DIRECTORSHIPS " Mondelez International, Inc. since 2020 " Carrier Corporation since 2020 " Prudential Financial, Inc. since 2016 " Newell Brands, Inc., 2007 to 2020 " Whirlpool Corporation, 2006 to 2015 COMMITTEES " Audit (Chair) " Corporate Governance and Nominating FAVORITE BROWN-FORMAN PRODUCTS Woodford Reserve Double Oaked and Jack Daniel's Single Barrel LAWSON E. WHITING Director since 2018 Age 55 CURRENT AND PAST POSITIONS Positions with Brown-Forman and affiliates: " President and Chief Executive Officer since 2019 " Co-Chair of the Brown-Forman/Brown Family Shareholders Committee since 2019 " Executive Vice President and Chief Operating Officer, 2017 to 2019 " Executive Vice President and Chief Brands and Strategy Officer, 2015 to 2017 " Senior Vice President and Chief Brands Officer, 2013 to 2015 " Senior Vice President and Managing Director for Western Europe, 2011 to 2013 " Vice President and Finance Director for Western Europe, 2010 to 2011 " Vice President and Finance Director for North America, 2009 to 2010 " Various other strategy and finance positions over a 26-year career COMMITTEE " Executive QUALIFICATIONS AND SKILLS " In-depth knowledge of Brown-Forman's business, operations, and strategy gained during his 26-year career " Extensive knowledge of the beverage alcohol industry " Operations and financial experience " Strategic thinking, leadership, management, consensus-building, and communication skills FAVORITE BROWN-FORMAN PRODUCTS Woodford Reserve and Diplomatico Rum FAMILY RELATIONSHIPS. No family relationship—first cousin or closer—exists between any two directors, executive officers, or individuals nominated or chosen to become a director or executive officer, except for the following relationships between Brown family directors and director nominees: Campbell P. Brown and Marshall B. Farrer are first cousins; and Elizabeth M. Brown, Stuart R. Brown, and Augusta Brown Holland are first cousins. OTHER MATTERS. In February 2020, Jan E. Singer was hired as CEO to lead J. Crew through a prepackaged financial restructuring under Chapter 11 of the U.S. Bankruptcy Code. The proceeding was filed in May 2020, and J. Crew emerged from bankruptcy in September 2020.

  22. Nominees

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  23. Director Compensation

    Director Compensation

  24. Overview

    | DIRECTOR COMPENSATION STRUCTURE | | | | Pay Element | | Amount | | Board Retainer | | | | Directors may choose to receive their cash retainer in equity. Directors who have satisfied our stock ownership guidelines may elect to receive up to 100% of the retainer in cash rather than receiving equity. The cash retainer is paid in six installments over the Board Year. Any awards of deferred stock units (DSU) are made in full on the Annual Meeting date. A director who joins the Board during a Board Year also receives a pro-rated DSU award for the portion of the prior Board Year served. | | $215,000 total » $70,000 cash » $145,000 equity (DSU) | | Meeting Fees | | | | No fee is paid unless the director attends more than eight Board meetings. No fee is paid unless the director attends more than ten meetings (Audit Committee) or six meetings (Compensation and Corporate Governance and Nominating Committees). | Board | $5,000 per meeting $2,500 per telephonic meeting | | | Audit, Compensation, and Corporate Governance and Nominating Committees | $2,500 per meeting $1,250 per telephonic meeting | | Committee Member Retainers | | | | Paid in six installments over the Board Year. A director receives a Committee Member Retainer for each committee on which he or she serves. | Audit Committee | $25,000 | | | Compensation Committee | $20,000 | | | Corporate Governance and Nominating Committee | $20,000 | | Committee Chair Retainers | | | | (excluding Executive Committee) Paid in six installments over the Board Year. In addition to Committee Member Retainers, a director receives a Committee Chair Retainer for each committee he or she chairs. | | $20,000 | | Lead Independent Director Retainer | | | | Paid in six installments over the Board Year. | | $45,000 | | Non-Employee Chair of the Board Retainer | | | | Paid in six installments over the Board Year. | | $470,000 |

  25. Fiscal 2023 Director Compensation

    Fiscal 2023 Director Compensation The following table shows the compensation of non-employee directors for their service in fiscal 2023.

  26. Fiscal 2023 Director Compensation

    | FISCAL 2023 DIRECTOR COMPENSATION TABLE | | | | | | Name | Fees Earned or Paid in Cash(1) | DSU Awards(2)(3) | All Other Compensation(4) | Total | | Campbell P. Brown | $307,450 | $415,000 | $— | $722,450 | | Stuart R. Brown | — | 215,000 | — | $215,000 | | Mark A. Clouse(5)(6) | 25,056 | — | — | $25,056 | | John D. Cook | 166,250 | 145,000 | — | $311,250 | | Augusta Brown Holland | 215,000 | — | — | $215,000 | | Michael J. Roney | 101,250 | 180,000 | 15,000 | $296,250 | | Jan E. Singer | 95,000 | 219,685 | — | $314,685 | | Tracy L. Skeans | 47,876 | 215,000 | — | $262,876 | | Elizabeth A. Smith(5)(7) | 6,720 | — | — | $6,720 | | Michael A. Todman | 156,220 | 145,000 | — | $301,220 |

  27. Fiscal 2023 Director Compensation

    | (1) Amounts in this column reflect fees earned during fiscal 2023 and include annual Board retainer (if paid in cash), Lead Independent Director retainer, annual committee chair and committee member retainers, non-employee Chair of the Board retainer (if paid in cash), and any Board and committee meeting fees. |

  28. Fiscal 2023 Director Compensation

    | (2) Determined by dividing the cash value of the compensation being paid in DSUs by the closing price of Class A or Class B common stock on the date of grant. DSU awards for the 2023 Board Year were granted on July 28, 2022. The closing price of our Class A common stock on that date was $72.10. The closing price of our Class B common stock on that date was $73.61. On dividend payment dates, outstanding DSUs are credited with dividend-equivalent DSUs. |

  29. Fiscal 2023 Director Compensation

    | (3) The aggregate number of Class A and Class B DSUs, Class B SSARs, and Class B performance-based restricted stock units (PBRSUs) outstanding for each of our non-employee directors as of April 30, 2023, is set forth below. Annual grants of DSUs vest over the course of the Board Year. |

  30. Fiscal 2023 Director Compensation

    | Name | DSUs (Class A ) | DSUs (Class B) | SSARs (Class B) | PBRSUs (Class B) | | Campbell P. Brown | 11,514 | — | 40,285 | 470 | | Stuart R. Brown | 12,892 | — | — | — | | Mark A. Clouse(6) | — | — | — | — | | John D. Cook | 31,688 | 19,896 | — | — | | Augusta Brown Holland | 14,036 | 1,553 | — | — | | Michael J. Roney | 32,177 | 4,269 | — | — | | Jan E. Singer | 3,075 | — | — | — | | Tracy L. Skeans | 18,809 | — | — | — | | Elizabeth A. Smith(7) | — | — | — | — | | Michael A. Todman | 23,061 | 2,891 | — | — |

  31. Fiscal 2023 Director Compensation

    | (4) Reflects stipend amounts paid during fiscal 2023 to directors who must travel to an overseas location for Board and committee meetings. |

  32. Fiscal 2023 Director Compensation

    | (5) The Board’s practice is to grant equity awards to new directors at the beginning of their first full Board year. Mr. Clouse and Ms. Smith will receive equity awards on July 27, 2023 for the 2024 Board Year plus a pro-rated amount for their Board service during fiscal 2023. |

  33. Fiscal 2023 Director Compensation

    | (6) Mark A. Clouse joined the Board as a non-employee director on November 17, 2022. The amounts set forth under “Fees Earned or Paid in Cash” represent fees earned for his service in fiscal 2023. |

  34. Fiscal 2023 Director Compensation

    | (7) Elizabeth A. Smith joined the Board as a non-employee director on January 24, 2023. The amount set forth under “Fees Earned or Paid in Cash” represents fees earned for her service in fiscal 2023. |

  35. PERFORMANCE-BASED PAYOUTS FOR FISCAL 2023

    PERFORMANCE-BASED PAYOUTS FOR FISCAL 2023 Our compensation programs demonstrate alignment between pay and performance. They focus on strong and sustained growth in underlying net sales and underlying operating income, both on an absolute basis and relative to industry peers.

  36. CASH INCENTIVES

    CASH INCENTIVES Short-Term Cash Incentive 11% growth in underlying net sales(1) against a target of 5%, and 8% growth in underlying operating income(2) against a target of 7%. As a result, the company performance component of the short-term cash incentives paid out at 154% of target. Long-Term Cash Incentive Over a three-year measurement period, Brown Forman compares its underlying net sales(I) growth to a beverage alcohol industry competitive set and its underlying operating income(2) growth to the same set of competitors. As a result of that comparison, the company performance component of the long-term cash incentives paid out at 81% of target for the fiscal 20212023 performance period. Underlying net sales is not derived in accordance with GAAP. Please refer to Appendix A of this Proxy Statement for information about our use of non-GAAP measures. (2) Underlying operating income is not derived in accordance with GAAP. Please refer to Appendix A of this Proxy Statement for information about our use of non-GAAP measures.

  37. CASH INCENTIVES

    | (1) “Underlying net sales” is not derived in accordance with GAAP. Please refer to Appendix A of this Proxy Statement for information about our use of non-GAAP measures. |

  38. CASH INCENTIVES

    | (2) “Underlying operating income” is not derived in accordance with GAAP. Please refer to Appendix A of this Proxy Statement for information about our use of non-GAAP measures. |

  39. EQUITY-BASED INCENTIVES

    | – | The PBRSU payout rewards the level at which the TSR of Brown-Forman exceeds that of the S&P 500 Consumer Staples Index companies over the three-year performance period; |

  40. EQUITY-BASED INCENTIVES

    | – | The number of shares granted is equal to one-third of an employee’s long-term incentive target divided by the strike price on the day shares are granted; and |

  41. EQUITY-BASED INCENTIVES

    | • | Payouts of our SSARs are determined by the increase of our Class B common stock price above the awards’ stated grant price. |

  42. COMPENSATION ELEMENTS

    | | Base salary (including holiday bonus) | | Short-term (one-year) performance-based cash compensation | | Long-term equity-based incentive compensation (SSARs and PBRSUs) | | | Long-term (three-year) performance-based cash compensation | | Benefits and limited perquisites generally available to all senior executives | | Limited post-employment compensation and other benefits |

  43. MEASURING PERFORMANCE

    | • | Progress toward our long-term strategic goals, including building a more diverse and inclusive environment; |

  44. MEASURING PERFORMANCE

    | FISCAL 2023 PERFORMANCE METRICS FOR BROWN-FORMAN INCENTIVE PLANS | | | Performance-Based Component | Performance Measures | | Short-Term Cash Incentive | 70% Weighting: Equal consideration of underlying net sales(1) growth and underlying operating income(2) growth 20% Weighting: Individual performance 10% Weighting: D&I progress | | Long-Term Cash Incentive | 50% Weighting: Underlying net sales(1) growth compared to industry peers 50% Weighting: Underlying operating income(2) growth compared to industry peers | | PBRSUs | TSR relative to S&P 500 Consumer Staples Index | | SSARs | Stock price growth above grant price |

  45. COMPETITIVE COMPENSATION

    COMPETITIVE COMPENSATION We compete for senior executive talent with other companies, and we believe that strong, competitive pay linked with company performance attracts the right leadership to deliver the right results for our stockholders. To help us ensure our compensation program stays competitive and attractive, the Committee compares Brown-Forman’s compensation practices with a 20-company group to benchmark compensation levels and set target compensation. The compensation comparator group companies are discussed on page 39.

  46. THE COMPENSATION CONSULTANT

    THE COMPENSATION CONSULTANT The Committee’s independent compensation advisor is engaged by and reports directly to the Committee and attends Committee meetings as requested. The advisor provides the Committee with information on external compensation trends and guidance on the compensation of our CEO and other NEOs, and also reviews this Compensation Discussion and Analysis. In addition, the advisor provides independent advice to the Board on non-employee director compensation, assists with the Board and Committee self-assessment process, and acts as the Committee’s advisor in working with management. FW Cook served as the Committee’s advisor during fiscal 2023, through February 2023, and provided no other services to Brown-Forman or management. In March 2023, following a competitive request for proposal process, the Committee engaged a new independent compensation advisor, Willis Towers Watson (WTW), to provide these services commencing with preliminary work on the compensation programs for fiscal 2024.

  47. THE COMPENSATION CONSULTANT

    | In fiscal 2023, WTW performed certain services for the company, in addition to its services to the Committee, including ad hoc compensation consulting (e.g., broad-based incentive plan design, executive titling), compensation | | | survey services, and design work supporting the development of a portal outlining employee pay, benefits, and other rewards. It also provided consulting services related to ESG, enterprise risk management, and insurance placement. Fees paid to WTW in fiscal 2023 for all services totaled $418,653, representing less than 1% of WTW’s revenue. In accordance with SEC and NYSE requirements, the Committee has reviewed the independence of FW Cook and WTW and determined that no conflict exists that would compromise the independence of either firm’s advice. | |

  48. THE COMPENSATION CONSULTANT

    | | | 37 |

  49. HOW WE SET TARGET COMPENSATION FOR OUR NEOS

    HOW WE SET TARGET COMPENSATION FOR OUR NEOS The Committee determines target compensation for each NEO. The Committee considers each NEO’s role, the value of the role in the labor market, and factors specific to the NEO as an individual. Individual factors include tenure with Brown-Forman, mastery of current role, potential to move into expanded roles, performance, scarcity of skill sets, retention risk, fit within our culture, career experience, and internal pay equity. The Committee finds that this approach leads to a more effective pay program than one based solely on external labor market data. To ensure our pay is competitive, the Committee compares NEO compensation with that of executives in similar positions within our compensation comparator group as well as both food and beverage and general industry surveys. The Committee’s advisor prepares a market analysis comparing the target value of each element of compensation for our NEOs to the compensation paid by our compensation comparator group and survey participants. This analysis produces a range of market-competitive levels of target compensation as one consideration in determining pay for our NEOs. While the Committee does not set target compensation to meet specific benchmarks, the Committee does consider the median of the data from the compensation comparator group and surveys as a factor in determining appropriate target pay ranges for our NEOs. To determine the pay elements that make up each NEO’s compensation package, the Committee begins by reviewing the pay mix offered by companies in our compensation comparator group and in the surveys. The objective is to design a market-competitive pay mix, while supporting our goal of creating sustainable value for stockholders. The Committee, with the assistance of its independent compensation advisor, periodically reviews pay mix to ensure it maintains this alignment.

  50. BROWN-FORMAN CEO PAY MIX VS. COMPENSATION COMPARATOR GROUP

    BROWN-FORMAN CEO PAY MIX VS. COMPENSATION COMPARATOR GROUP

  51. FISCAL 2023 BROWN-FORMAN CEO AND NEO PAY MIX VS. COMPENSATION COMPARATOR GROUP

    FISCAL 2023 BROWN-FORMAN CEO AND NEO PAY MIX VS. COMPENSATION COMPARATOR GROUP

  52. Compensation Comparator Group

    Compensation Comparator Group Each year, with the assistance of its advisor, the Committee reviews the list of companies against which we compare our compensation packages. Our goal is to make sure that this compensation comparator group continues to share basic characteristics with Brown-Forman. The companies listed below constituted the compensation comparator group for decisions made in fiscal 2023.

  53. Compensation Comparator Group

    | Campbell Soup Company | Harley-Davidson, Inc. | The Boston Beer Company, Inc. | | Church & Dwight Co., Inc. | lululemon athletica inc. | The Clorox Company | | Columbia Sportswear Company | McCormick & Company, Incorporated | The Hain Celestial Group, Inc. | | Conagra Brands, Inc. | Molson Coors Beverage Company | The Hershey Company | | Constellation Brands, Inc. | Monster Beverage Corporation | The J.M. Smucker Company | | Davide Campari-Milano N.V. | Pernod Ricard SA | Treasury Wine Estates Limited | | Diageo plc | Rémy Cointreau SA | |

  54. Compensation Comparator Group

    As a result of the Committee’s most recent review, the compensation comparator group for fiscal 2024 will omit Columbia Sportswear Company and lululemon athletica inc., and will add Edgewell Personal Care Company, Energizer Holdings, Inc., and YETI Holdings, Inc.

  55. FISCAL 2023 VERSUS FISCAL 2022 NEO TARGET TOTAL DIRECT COMPENSATION

    | Name | Year | Salary and Holiday Bonus(1) | Short-Term Incentive Target | Long-Term Incentive Target | Target Total Direct Comp | Percent Increase | Pay Mix at Target | | Lawson E. Whiting | 2023 | $1,250,040 | $1,500,000 | $5,360,000 | $8,110,040 | 5% | | | | 2022 | 1,250,040 | 1,500,000 | 5,000,000 | 7,750,040 | | | | Leanne D. Cunningham | 2023 | 625,020 | 510,000 | 1,000,000 | 2,135,020 | 30% | | | | 2022 | 598,978 | 423,770 | 620,472 | 1,643,220 | | | | Thomas W. Hinrichs(2) | 2023 | 475,618 | 395,652 | 497,093 | 1,368,363 | -7% | | | | 2022 | 509,920 | 424,161 | 532,926 | 1,467,007 | | | | Matthew E. Hamel | 2023 | 595,332 | 342,900 | 704,700 | 1,642,932 | 5% | | | | 2022 | 569,147 | 327,818 | 673,672 | 1,570,637 | | | | Kirsten M. Hawley | 2023 | 491,162 | 316,000 | 573,300 | 1,380,462 | 5% | | | | 2022 | 469,562 | 302,100 | 548,020 | 1,319,682 | | |

  56. FISCAL 2023 VERSUS FISCAL 2022 NEO TARGET TOTAL DIRECT COMPENSATION

    | (1) For purposes of this table, salary and holiday bonuses are based on the one-year period beginning on July 1. Other compensation elements are based on our fiscal year beginning May 1. Any change to compensation during the year is pro-rated. |

  57. Awards and Payouts in Fiscal 2023: Fixed and Short-Term Compensation

    Awards and Payouts in Fiscal 2023: Fixed and Short-Term Compensation

  58. FIXED COMPENSATION

    | (1) Reflects fiscal year fixed compensation paid from May 1, 2022, to April 30, 2023, which includes base salary and holiday bonus. |

  59. SHORT-TERM INCENTIVE COMPENSATION

    SHORT-TERM INCENTIVE COMPENSATION Our NEOs receive cash payouts each year, depending on the achievement of certain performance goals during the fiscal year. For more information, please see “Performance-Based Payouts for Fiscal 2023” on page 33. For fiscal 2023, 70% of the target award was tied to company performance, 20% was tied to individual performance, and 10% was tied to the performance against our broader D&I initiatives. The Committee believes that basing most of our NEOs’ short-term incentive cash awards on company performance appropriately reflects their accountability, as a group, for the company’s success. The Committee also believes that basing a lesser, but meaningful, portion of the short-term incentive cash awards on individual and D&I performance provides flexibility to recognize each NEO’s individual achievements during the fiscal year, as well as accountability for Brown-Forman’s D&I progress within our “Be Better, Do Better” commitments and our D&I progress within our Many Spirits, One Brown-Forman strategic plan. The corporate, individual, and D&I portions of our short-term incentives are subject to a performance factor of 0% to 200%. After adjusting for performance, the three components are added together to determine the total short-term incentive payment. As a result, the total value of short-term incentive payouts may vary between 0% and 200% of target—a range we believe is sufficient for recognizing varying levels of performance without encouraging excessive risk-taking.

  60. FISCAL 2023 SHORT-TERM INCENTIVE COMPENSATION PERFORMANCE GOAL

    FISCAL 2023 SHORT-TERM INCENTIVE COMPENSATION PERFORMANCE GOAL

  61. FISCAL 2023 SHORT-TERM INCENTIVE COMPENSATION PERFORMANCE GOAL

    | (1) “Underlying net sales” is not derived in accordance with GAAP. Please refer to Appendix A of this Proxy Statement for information about our use of non-GAAP measures. |

  62. FISCAL 2023 SHORT-TERM INCENTIVE COMPENSATION PERFORMANCE GOAL

    | (2) “Underlying operating income” is not derived in accordance with GAAP. Please refer to Appendix A of this Proxy Statement for information about our use of non-GAAP measures. |

  63. FISCAL 2023 SHORT-TERM INCENTIVE COMPENSATION PERFORMANCE GOAL

    | | | 41 |

  64. INDIVIDUAL PERFORMANCE (20% OF TARGET AWARD)

    | Performance (B-F Nomenclature) | Payout as a Percentage of Target | | Superior (Excellent) | 200% | | Above Target (Very Strong) | 135% | | On Target (Strong) | 118% | | Below Target (Varied or Inconsistent) | 50% | | Immediate Improvement Required (Performance Needs Improvement) | No incentive paid |

  65. DIVERSITY AND INCLUSION PERFORMANCE (10% OF TARGET AWARD)

    | Performance | Payout as a Percentage of Target | | Above Target | 126%-200% | | On Target | 76%-125% | | Below Target | Up to 75% |

  66. Short-Term Compensation Payouts in Fiscal 2023

    Short-Term Compensation Payouts in Fiscal 2023 The amount paid to each NEO in short-term incentive compensation for fiscal 2023 is set forth in footnote 5 to the “Non-Equity Incentive Plan Compensation” column of the Fiscal 2023 Summary Compensation Table found on page 50.

  67. Awards and Payouts in Fiscal 2023: Long-Term Compensation

    Awards and Payouts in Fiscal 2023: Long-Term Compensation Long-term incentives are the most important and largest portion of our NEOs’ compensation. These awards are intended to focus the efforts of our executives on long-range strategic goals, including sustainable growth and performance of our brands and superior returns to our stockholders. They also serve as a strong retention incentive and enhance the alignment of our executives’ interests with those of our stockholders by building equity ownership. The Committee initially determines the target dollar value of the total long-term incentive award for each NEO. The target long-term incentives are divided equally into three components:

  68. Awards and Payouts in Fiscal 2023: Long-Term Compensation

    | | One-third performance-based cash incentives | | One-third performance-based restricted stock units | | One-third stock-settled stock appreciation rights |

  69. Long-Term Performance-Based Cash Incentive (For the Fiscal 2023-2025 Performance Period)

    Long-Term Performance-Based Cash Incentive (For the Fiscal 2023-2025 Performance Period) We provide our NEOs with an opportunity to earn a cash-based incentive award linked to Brown-Forman’s achievement of long-term performance goals. The goals for the fiscal 2023-2025 performance period are based 50% on underlying net sales performance and 50% on underlying operating income performance, in both cases, compared to our relative performance against our industry. The graphic below shows how we tie this incentive to those goals. Underlying Net Sales(1) Growth Campared to Industry 50% 50% Underlying Operating Income(2) Growth Compared to Industry

  70. Long-Term Performance-Based Cash Incentive (For the Fiscal 2023-2025 Performance Period)

    | (1) “Underlying net sales” is not derived in accordance with GAAP. Please refer to Appendix A of this Proxy Statement for information about our use of non-GAAP measures. |

  71. Long-Term Performance-Based Cash Incentive (For the Fiscal 2023-2025 Performance Period)

    | (2) “Underlying operating income” is not derived in accordance with GAAP. Please refer to Appendix A of this Proxy Statement for information about our use of non-GAAP measures. |

  72. AWARDS GRANTED IN FISCAL 2023 (FOR THE FISCAL 2023-2025 PERFORMANCE PERIOD)

    | TARGET LONG-TERM CASH AWARDS FOR FISCAL 2023-2025 PERFORMANCE PERIOD | | | Name | Amount | | Lawson E. Whiting | $1,787,024 | | Leanne D. Cunningham | 333,400 | | Thomas W. Hinrichs(1) | 165,731 | | Matthew E. Hamel | 234,947 | | Kirsten M. Hawley | 191,138 |

  73. AWARDS EARNED IN FISCAL 2023 (FOR THE FISCAL 2021-2023 PERFORMANCE PERIOD)

    | LONG-TERM PERFORMANCE-BASED CASH AWARDS: FISCAL 2021-2023 PERFORMANCE PERIOD | | | | | | | | | | Relative Underlying Net Sales(1) Growth | | | | | Relative Underlying Operating Income(2) Growth | | | | | Fiscal Year | B-F SNS | Industry | Performance | | Fiscal Year | B-F OI | Industry | Performance | | 2021 | 6% | 3% | 138% | | 2021 | 4% | 1% | 130% | | 2022 | 13% | 21% | 0% | | 2022 | 15% | 25% | 0% | | 2023 | 11% | 8% | 130% | | 2023 | 8% | 9% | 86% | | | | | | | | | | |

  74. AWARDS EARNED IN FISCAL 2023 (FOR THE FISCAL 2021-2023 PERFORMANCE PERIOD)

    | Fiscal 2021 to Fiscal 2023 LTC Payout = 81% |

  75. AWARDS AND PAYOUTS IN FISCAL 2023: LONG-TERM COMPENSATION

    AWARDS AND PAYOUTS IN FISCAL 2023: LONG-TERM COMPENSATION The table below shows the long-term cash award that each NEO earned in fiscal 2023 based on the 81% payout for the fiscal 2021-2023 performance period.

  76. AWARDS AND PAYOUTS IN FISCAL 2023: LONG-TERM COMPENSATION

    | LONG-TERM CASH AWARDS PAID FOR FISCAL 2021-2023 PERFORMANCE PERIOD | | | Name | Amount | | Lawson E. Whiting | $1,040,533 | | Leanne D. Cunningham | 139,806 | | Thomas W. Hinrichs(1) | 97,176 | | Matthew E. Hamel | 135,914 | | Kirsten M. Hawley | 208,610 |

  77. AWARDS AND PAYOUTS IN FISCAL 2023: LONG-TERM COMPENSATION

    | (1) Mr. Hinrichs is based in Germany and is paid in euros. The amount shown is the U.S.-dollar equivalent based on the Bloomberg average exchange rate from May 1, 2022 to April 30, 2023 of $1 to €1.04256. |

  78. Performance-Based Restricted Stock Units

    Performance-Based Restricted Stock Units The Committee awards our NEOs and certain other executives shares of Class A common stock through our PBRSU awards. Unless otherwise determined by the Committee, PBRSU awards are granted on the date of the Annual Meeting of Stockholders.

  79. AWARDS GRANTED IN FISCAL 2023 (FOR THE FISCAL 2023-2025 PERFORMANCE PERIOD)

    The Committee measures performance by comparing the three-year cumulative TSR of Brown-Forman’s Class B common stock with the three-year cumulative TSR of the companies in the S&P 500 Consumer Staples Index. The range of payout, if any, is 50% to 150% of target. The company has a 50% payout floor for performance below 30th percentile because the company does not offer executives time-based restricted stock units. Instead, for the sake of simplicity, the payout floor mirrors the effect of time-based restricted stock units in the plan design without introducing an additional award element. PBRSU AWARDS:

  80. PAYOUT SCALE AND POTENTIAL PAYOUTS FOR FISCAL 2023-2025 PERFORMANCE PERIOD

    PAYOUT SCALE AND POTENTIAL PAYOUTS FOR FISCAL 2023-2025 PERFORMANCE PERIOD Payouts for performance between threshold and target and between target and maximum will be determined by using a straight-line method. In calculating TSR, we look at the average closing stock prices over the 60 trading days preceding the performance period and the final 60 trading days of the performance period. The companies used for the performance comparison will be those that constitute the S&P 500 Consumer Staples Index at the end of the performance period.

  81. PAYOUT SCALE AND POTENTIAL PAYOUTS FOR FISCAL 2023-2025 PERFORMANCE PERIOD

    | | | 45 |

  82. PERFORMANCE FOR FISCAL 2021-2023 PERFORMANCE PERIOD

    PERFORMANCE FOR FISCAL 2021-2023 PERFORMANCE PERIOD Payouts for performance between threshold and target and between target and maximum are determined by using a straight-line method. In calculating TSR, we look at average closing stock prices over the 60 trading days preceding the performance period and the final 60 trading days of the performance period. The Committee determined the number of shares to issue by multiplying the target award by the three-year performance percentage and adjusting the resulting number upwards to account for dividends paid during the second and third years of the performance period. The Committee chose this calculation method so that our NEOs’ compensation remains exposed to changes in stock price, but also allows them to earn the dividends paid during the performance period, consistent with the goals of our long-term incentive plan. The shares awarded for the 2021-2023 performance period were issued on June 1, 2023. For more information on the PBRSU awards granted during fiscal 2023, please see the Fiscal 2023 Grants of Plan-Based Awards Table on page 52 and the Outstanding Equity Awards at 2023 Fiscal Year-End Table on pages 53-54. The table below shows the number of shares of PBRSUs issued to our NEOs for the fiscal 2021-2023 performance period.

  83. PERFORMANCE FOR FISCAL 2021-2023 PERFORMANCE PERIOD

    | (1) Ms. Cunningham was not a NEO on the July 30, 2020 grant date. She elected to receive her long-term incentive awards for the fiscal 2021-2023 performance period in long-term cash and SSARs. |

  84. Equity Award Grants

    Equity Award Grants Under our equity award grant policy, the grant date of any award must be the date of the Committee or Board meeting at which it was approved, and the grant price must be the closing price of the relevant class of our common stock on the grant date. We do not have a program, plan, or practice of timing equity award grants in conjunction with the release of material nonpublic information (or vice versa). We have never re-priced or back-dated options or SSARs granted under any of our equity compensation plans, and both our 2013 Omnibus Compensation Plan and our 2022 Omnibus Compensation Plan specifically prohibit such practices.

  85. Summary Compensation

    | FISCAL 2023 SUMMARY COMPENSATION TABLE | | | | | | | | | | | Name and Principal Position | Year | Salary(1) | Bonus(2) | Stock Awards(3) | SSAR/Option Awards(4) | Non-Equity Incentive Plan Compensation(5) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings(6) | All Other Compensation(7) | Total | | Lawson E. Whiting President and Chief Executive Officer | 2023 | $1,250,040 | – | $2,075,901 | $1,786,508 | $3,387,283 | $1,095,610 | $55,920 | $9,651,262 | | | 2022 | 1,250,040 | – | 1,681,355 | 1,690,184 | 2,731,438 | 811,189 | 200,730 | 8,364,936 | | | 2021 | 1,178,747 | – | 2,020,860 | 1,575,002 | 2,986,774 | 1,006,606 | 344,120 | 9,112,109 | | Leanne D. Cunningham (8) Executive Vice President and Chief Financial Officer | 2023 | 620,842 | – | 387,315 | 333,304 | 902,001 | 450,596 | 38,881 | 2,732,939 | | | 2022 | 551,347 | – | 208,674 | 209,751 | 628,172 | – | 33,189 | 1,631,133 | | Thomas W. Hinrichs (9) Executive Vice President, President, Emerging International | 2023 | 473,252 | – | 193,113 | 166,145 | 688,477 | – | 468,187 | 1,989,174 | | | 2022 | 507,537 | – | 186,930 | 187,892 | 526,788 | – | 441,107 | 1,850,254 | | | 2021 | 480,658 | – | 145,226 | 258,714 | 727,745 | – | 129,027 | 1,741,370 | | Matthew E. Hamel Executive Vice President and General Counsel | 2023 | 591,131 | – | 272,955 | 234,894 | 636,720 | 124,578 | 36,442 | 1,896,720 | | | 2022 | 566,488 | – | 226,545 | 227,740 | 496,180 | – | 33,297 | 1,550,250 | | | 2021 | 552,570 | – | 189,083 | 336,848 | 531,849 | 314,554 | 32,841 | 1,957,745 | | Kirsten M. Hawley Executive Vice President, Chief People, Places, and Communications Officer | 2023 | 487,696 | – | 222,101 | 191,094 | 680,872 | – | 35,950 | 1,617,713 | | | 2022 | 465,298 | – | 184,348 | 185,268 | 566,745 | – | 35,137 | 1,436,796 | | | 2021 | 442,983 | – | 145,109 | 129,255 | 585,090 | 273,967 | 34,449 | 1,610,853 |

  86. Summary Compensation

    | (6) Amounts represent changes between fiscal years in the actuarial present value of the accumulated pension benefits of each of the NEOs under the applicable pension or savings plan. Pension values may fluctuate significantly from year to year depending on a number of factors, including age, years of service, average annual earnings, and the assumptions used to determine the present value, such as the discount rate and mortality tables. Please see the Fiscal 2023 Pension Benefits Table on page 55 for the assumptions used in calculating the change in pension value. None of the NEOs received above-market or preferential earnings (as these terms are defined by the SEC) on their non-qualified deferred compensation accounts. |

  87. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table contains information regarding the equity and non-equity awards granted to our NEOs during fiscal 2023 under our 2013 Omnibus Compensation Plan. For additional information on the fiscal 2023 awards, please see the Compensation Discussion and Analysis, which begins on page 32.

  88. Grants of Plan-Based Awards

    | FISCAL 2023 GRANTS OF PLAN-BASED AWARDS TABLE | | | | | | | | | | | | | | | Award Type(1) | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(2) | | | Estimated Possible Payouts Under Equity Incentive Plan Awards(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) | | Name | Grant Date | | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | | | | STC | $— | $1,500,000 | $3,000,000 | | | | | | | | Lawson E. Whiting | | LTC | — | 1,787,024 | 3,574,048 | | | | | | | | | 7/28/2022 | PBRSU | | | | 12,389 | 24,778 | 37,167 | | | $2,075,901 | | | 7/28/2022 | SSAR | | | | | | | 86,430 | $73.61 | 1,786,508 | | | | STC | — | 510,000 | 1,020,000 | | | | | | | | Leanne D. Cunningham | | LTC | — | 333,400 | 666,800 | | | | | | | | | 7/28/2022 | PBRSU | | | | 2,312 | 4,623 | 6,935 | | | 387,315 | | | 7/28/2022 | SSAR | | | | | | | 16,125 | $73.61 | 333,304 | | | | STC | — | 395,652 | 791,304 | | | | | | | | Thomas W. Hinrichs (7) | | LTC | — | 166,186 | 332,372 | | | | | | | | | 7/28/2022 | PBRSU | | | | 1,153 | 2,305 | 3,458 | | | 193,113 | | | 7/28/2022 | SSAR | | | | | | | 8,038 | $73.61 | 166,145 | | | | STC | — | 342,900 | 685,800 | | | | | | | | Matthew E. Hamel | | LTC | — | 234,947 | 469,894 | | | | | | | | | 7/28/2022 | PBRSU | | | | 1,629 | 3,258 | 4,887 | | | 272,955 | | | 7/28/2022 | SSAR | | | | | | | 11,364 | $73.61 | 234,894 | | | | STC | — | 316,000 | 632,000 | | | | | | | | Kirsten M. Hawley | | LTC | — | 191,138 | 382,276 | | | | | | | | | 7/28/2022 | PBRSU | | | | 1,326 | 2,651 | 3,977 | | | 222,101 | | | 7/28/2022 | SSAR | | | | | | | 9,245 | $73.61 | 191,094 |

  89. Grants of Plan-Based Awards

    | (1) “STC” represents short-term (or annual) incentive compensation payable in cash. “LTC” represents long-term incentive compensation payable in cash at the end of a three-year performance period. “PBRSU” represents Class A common performance-based restricted stock units. “SSAR” represents Class B common stock-settled stock appreciation rights. |

  90. Grants of Plan-Based Awards

    | (2) Amounts represent potential value of the short-term incentive compensation opportunity for the fiscal 2023 performance period and the cash component of the long term incentive compensation opportunity for the fiscal 2023 through fiscal 2025 performance period. No amounts are payable if threshold underlying operating income performance levels are not achieved. STC and LTC are capped at 200% of target. Please see the “Non-Equity Incentive Plan Compensation” column of the Fiscal 2023 Summary Compensation Table on page 50 for amounts actually paid. These amounts include the short-term cash incentive compensation paid for the one-year performance period ended on April 30, 2023, and the long-term cash incentive compensation paid for the three-year performance period ended on April 30, 2023. The maximum awards providing for cash settlement that may be granted to any NEO in fiscal 2023 were capped at $6,000,000. |

  91. Grants of Plan-Based Awards

    | (3) Amounts represent the estimated payouts in shares of the PBRSU awards granted in fiscal 2023. PBRSU awards are subject to a three-year performance period. The final number of shares earned will be determined by multiplying the number of units by the three-year performance percentage and adjusting the resulting number upwards to account for dividends paid during the second and third years of the performance period. PBRSU awards granted in fiscal 2023 will vest on June 2, 2025. The estimated possible payouts assume a 50% threshold and 150% maximum payout. |

  92. Grants of Plan-Based Awards

    | (4) The number of SSARs awarded for fiscal 2023 was determined by dividing the total cash value of each SSAR award by the Black-Scholes value ($20.67) of our Class B common stock as of the close of trading on the date of grant, July 28, 2022. SSARs become exercisable on the first day of the third fiscal year following the fiscal year of grant, and generally are exercisable for seven fiscal years thereafter (barring certain events that may cause an award to become exercisable earlier). SSARs granted July 28, 2022, become exercisable on May 1, 2025, and expire April 30, 2032. |

  93. Grants of Plan-Based Awards

    | (5) The exercise price for the SSARs represents the closing price of our Class B common stock on the grant date. |

  94. Grants of Plan-Based Awards

    | (6) Calculated in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts appear in Note 10 to our audited financial statements for the fiscal year ended April 30, 2023, which are included in our Annual Report on Form 10-K for fiscal 2023. |

  95. Grants of Plan-Based Awards

    | (7) Mr. Hinrichs is based in Germany and paid in euros. The amount shown for PBRSU and SSAR Award Types is the U.S.-dollar equivalent based on the Oanda 90-day period average exchange rate from April 30, 2022 through July 28, 2022 of $1 to € 1.045425. The amount shown for STC and LTC award types is the U.S.-dollar equivalent based on the Bloomberg average exchange rate from May 1, 2022 through April 30, 2023 of $1 to € 1.042560. |

  96. Outstanding Equity Awards

    Outstanding Equity Awards The following table lists the outstanding equity awards held by our NEOs as of April 30, 2023. The year-end values shown in the table are based on the April 28, 2023, closing prices for our Class A common stock, $65.88 per share, and our Class B common stock, $65.09 per share.

  97. Outstanding Equity Awards

    | OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END TABLE | | | | | | | | | | | | | SSAR Awards(1) | | | | Stock Awards(2) | | | | | Name | Grant Date | Number of Securities Underlying Unexercised SSARs Exercisable | Number of Securities Underlying Unexercised SSARs Unexercisable | SSAR Exercise Price | SSAR Expiration Date | Number of Shares or Units of Stock That Have Not Vested(3) | Market Value of Shares or Units of Stock That Have Not Vested(3)(4) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested(5) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested(6) | | Lawson E. Whiting | 7/24/2014 | 15,601 | $35.60 | | 4/30/2024 | | | | | | | 7/23/2015 | 20,330 | | 39.58 | 4/30/2025 | | | | | | | 7/28/2016 | 29,314 | | 37.94 | 4/30/2026 | | | | | | | 7/27/2017 | 34,619 | | 39.20 | 4/30/2027 | | | | | | | 7/26/2018 | 41,266 | | 53.24 | 4/30/2028 | | | | | | | 7/25/2019 | 111,626 | | 53.88 | 4/30/2029 | | | | | | | 7/30/2020 | | 109,334 | 68.24 | 4/30/2030 | | | | | | | 7/22/2021 | | 101,757 | 70.24 | 4/30/2031 | | | | | | | 7/28/2022 | | 86,430 | 73.61 | 4/30/2032 | | | | | | | 7/30/2020 | | | | | 14,832 | $977,132 | | | | | 7/22/2021 | | | | | | | 24,744 | $1,630,135 | | | 7/28/2022 | | | | | | | 24,778 | 1,632,375 | | Leanne D. Cunningham | 7/23/2015 | 2,094 | $39.58 | | 4/30/2025 | | | | | | | 7/28/2016 | 7,309 | | 37.94 | 4/30/2026 | | | | | | | 7/27/2017 | 6,213 | | 39.20 | 4/30/2027 | | | | | | | 7/26/2018 | 3,856 | | 53.24 | 4/30/2028 | | | | | | | 7/25/2019 | 3,948 | | 53.88 | 4/30/2029 | | | | | | | 7/30/2020 | | 3,008 | 68.24 | 4/30/2030 | | | | | | | 7/22/2021 | | 12,628 | 70.24 | 4/30/2031 | | | | | | | 7/28/2022 | | 16,125 | 73.61 | 4/30/2032 | | | | | | | 7/22/2021 | | | | | | | 3,071 | 202,317 | | | 7/28/2022 | | | | | | | 4,623 | 304,563 | | Thomas W. Hinrichs | 7/28/2016 | 15,179 | $37.94 | | 4/30/2026 | | | | | | | 7/27/2017 | 12,827 | | 39.20 | 4/30/2027 | | | | | | | 7/26/2018 | 11,312 | | 53.24 | 4/30/2028 | | | | | | | 7/25/2019 | 23,651 | | 53.88 | 4/30/2029 | | | | | | | 7/30/2020 | | 17,960 | 68.24 | 4/30/2030 | | | | | | | 7/22/2021 | | 11,312 | 70.24 | 4/30/2031 | | | | | | | 7/28/2022 | | 8,038 | 73.61 | 4/30/2032 | | | | | | | 7/30/2020 | | | | | 1,066 | 70,228 | | | | | 7/22/2021 | | | | | | | 2,751 | 181,236 | | | 7/28/2022 | | | | | | | 2,305 | 151,853 |

  98. Outstanding Equity Awards

    | | | 53 |

  99. Outstanding Equity Awards

    | OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END TABLE | | | | | | | | | | | | | SSAR Awards(1) | | | | Stock Awards(2) | | | | | Name | Grant Date | Number of Securities Underlying Unexercised SSARs Exercisable | Number of Securities Underlying Unexercised SSARs Unexercisable | SSAR Exercise Price | SSAR Expiration Date | Number of Shares or Units of Stock That Have Not Vested(3) | Market Value of Shares or Units of Stock That Have Not Vested(3)(4) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested(5) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested(6) | | Matthew E. Hamel | 7/24/2014 | 34,155 | | $35.60 | 4/30/2024 | | | | | | | 7/23/2015 | 38,965 | | 39.58 | 4/30/2025 | | | | | | | 7/28/2016 | 57,274 | | 37.94 | 4/30/2026 | | | | | | | 7/27/2017 | 48,314 | | 39.20 | 4/30/2027 | | | | | | | 7/26/2018 | 29,989 | | 53.24 | 4/30/2028 | | | | | | | 7/25/2019 | 30,694 | | 53.88 | 4/30/2029 | | | | | | | 7/30/2020 | | 23,384 | 68.24 | 4/30/2030 | | | | | | | 7/22/2021 | | 13,711 | 70.24 | 4/30/2031 | | | | | | | 7/28/2022 | | 11,364 | 73.61 | 4/30/2032 | | | | | | | 7/30/2020 | | | | | 1,388 | 91,441 | | | | | 7/22/2021 | | | | | | | 3,334 | 219,644 | | | 7/28/2022 | | | | | | | 3,258 | 214,637 | | Kirsten M. Hawley | 7/28/2016 | 18,041 | | $37.94 | 4/30/2026 | | | | | | | 7/26/2018 | 10,775 | | 53.24 | 4/30/2028 | | | | | | | 7/25/2019 | 11,778 | | 53.88 | 4/30/2029 | | | | | | | 7/30/2020 | | 8,973 | 68.24 | 4/30/2030 | | | | | | | 7/22/2021 | | 11,154 | 70.24 | 4/30/2031 | | | | | | | 7/28/2022 | | 9,245 | 73.61 | 4/30/2032 | | | | | | | 7/30/2020 | | | | | 1,066 | 70,228 | | | | | 7/22/2021 | | | | | | | 2,713 | 178,732 | | | 7/28/2022 | | | | | | | 2,651 | 174,648 |

  100. Outstanding Equity Awards

    | (1) SSAR awards are exercisable for shares of Class B common stock. All SSARs vest and become fully exercisable on the first day of the third fiscal year following the fiscal year of grant, and generally are exercisable for seven fiscal years thereafter (barring certain events that may require an award to become exercisable earlier). The number of SSARs shown also reflects the special dividend on December 29, 2021. |

  101. Outstanding Equity Awards

    | (2) Represents Class A and Class B common PBRSU awards with a three-year performance period. The PBRSU awards granted on July 30, 2020 vested on June 1, 2023. The PBRSU awards granted on July 22, 2021, and July 28, 2022 will vest on, June 3, 2024, and June 2, 2025, respectively. |

  102. Outstanding Equity Awards

    | (3) Reflects the number of shares of Class A common stock that were issued on June 1, 2023, upon satisfaction of the performance measures prescribed for the PBRSU awards granted on July 30, 2020. The number of shares issued was determined by multiplying the target award by a three-year performance percentage (50%), and then adjusting the resulting number upwards to account for dividends paid during the second and third years of the performance period. The number of shares shown also reflects the special dividend on December 29, 2021. |

  103. Outstanding Equity Awards

    | (4) Market value for the PBRSU awards was determined by multiplying the number of Class A shares by $65.88 (the closing price of our Class A common stock on April 28, 2023). |

  104. Outstanding Equity Awards

    | (5) Amounts shown represent the estimated payout of PBRSU awards based on a performance multiplier of 100% of target for the awards granted in fiscal 2022 and fiscal 2023. PBRSU awards are initially determined as a cash value, which is converted to units, and then subject to a three-year performance period. The number of shares of PBRSUs ultimately awarded will be determined by multiplying the initial number of units by a three-year performance adjustment factor and adjusting the resulting number to account for dividends paid during the second and third years of the performance period. |

  105. Outstanding Equity Awards

    | (6) Market value for the PBRSU awards was determined by multiplying the number of Class A shares by $65.88 (the closing price of our Class A common stock on April 28, 2023). |

  106. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table shows all SSAR awards exercised by the NEOs during fiscal 2023 and the value realized upon exercise, as well as all stock awards in which our NEOs vested during fiscal 2023 and the value realized upon vesting.

  107. Option Exercises and Stock Vested

    | FISCAL 2023 OPTION EXERCISES AND STOCK VESTED TABLE | | | | | | | SSAR Awards(1) | | Stock Awards(2) | | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise(3) | Number of Class A Shares Acquired on Vesting(4) | Value Realized on Vesting(5) | | Lawson E. Whiting(6) | 6,801 | $818,241 | 21,856 | $1,364,252 | | Leanne D. Cunningham | – | – | – | – | | Thomas W. Hinrichs(7) | 3,384 | 420,619 | 2,026 | 126,463 | | Matthew E. Hamel(8) | 15,534 | 1,750,853 | 2,630 | 164,165 | | Kirsten M. Hawley | | | 2,019 | 126,026 |

  108. Option Exercises and Stock Vested

    | (1) All SSAR awards are settled in Class B common stock. |

  109. Option Exercises and Stock Vested

    | (2) Stock awards are in the form of Class A and Class B common stock. |

  110. Option Exercises and Stock Vested

    | (3) Equals the difference between the SSAR exercise price and the market price of the underlying shares at time of exercise, multiplied by the number of SSAR awards exercised. |

  111. Option Exercises and Stock Vested

    | (4) The grant date for all awards of Class A common stock PBRSUs shown in the table was July 25, 2019. The vesting date was June 1, 2022, and the closing price on April 29, 2022, was used to determine value realized upon vesting. |

  112. Option Exercises and Stock Vested

    | (5) Equals the sum of the closing price of each underlying security on the vesting date multiplied by the number of shares of the applicable class of common stock that vested. The closing price of our Class A common stock on April 29, 2023, was $62.42. |

  113. Option Exercises and Stock Vested

    | (6) Mr. Whiting exercised 22,195 SSAR awards on February 22, 2023. |

  114. Option Exercises and Stock Vested

    | (7) Mr. Hinrichs exercised 11,293 SSAR awards on April 28, 2023. |

  115. Option Exercises and Stock Vested

    | (8) Mr. Hamel exercised 10,880 SSAR awards on July 29, 2022, 10,880 SSAR awards on October 31, 2022, 10,880 SSAR awards on January 31, 2023, and 10,880 SSAR awards on April 28, 2023. |

  116. Pension Benefits

    Pension Benefits We maintain both tax-qualified and non-qualified supplemental excess retirement plans. The following table shows the present value of accumulated pension benefits payable to each of our NEOs under our tax-qualified plan (Brown-Forman Corporation Salaried Employees Retirement Plan) and under our non-qualified excess plan (Brown-Forman Supplemental Executive Retirement Plan), based on the pension earned as of our most recent FASB ASC Topic 715 measurement date, April 30, 2023. These plans are described below the table.

  117. Pension Benefits

    | FISCAL 2023 PENSION BENEFITS TABLE | | | | | | Name | Plan Name | Number of Years Credited Service | Present Value of Accumulated Benefit(1) | Payments During Last Fiscal Year | | Lawson E. Whiting | Qualified | 25.83 | $887,889 | $ – | | | Non-Qualified | 25.83 | 6,390,423 | – | | Leanne D. Cunningham | Qualified | 27.83 | 902,201 | – | | | Non-Qualified | 27.83 | 995,642 | – | | Thomas W. Hinrichs(2)(3) | Germany | 26.67 | 898,420 | – | | Matthew E. Hamel | Qualified | 15.50 | 813,638 | – | | | Non-Qualified | 15.50 | 1,874,621 | – | | Kirsten M. Hawley | Qualified | 26.00 | 861,136 | – | | | Non-Qualified | 26.00 | 1,513,129 | – |

  118. Pension Benefits

    | (1) Actuarial present value of each NEO’s accumulated pension benefit as of our FASB ASC Topic 715 measurement date, April 30, 2023, using a 4.91% discount rate, expected retirement age of 65, and amount weighted rates from the PRI-2012 mortality study projected generationally from 2012 with scale MP-2021 for annuities and 2023 417 (e) mortality table for lump sums as of April 30, 2023. |

  119. Pension Benefits

    | (2) Mr. Hinrichs is a German citizen. The German pension plan for Brown-Forman Corporation pays a guaranteed capital sum or monthly pension. Expected retirement is 65 years and guaranteed interest is 2.75%. |

  120. Pension Benefits

    | (3) Mr. Hinrichs is based in Germany and is paid in euros. The amount shown is the U.S.-dollar equivalent based on the Bloomberg average exchange rate from May 1, 2022 to April 30, 2023 of $1 to €1.04256. |

  121. Pension Benefits

    | | | 55 |

  122. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation The following table provides information on Savings Plan contributions and earnings for our NEOs for fiscal 2023.

  123. Non-Qualified Deferred Compensation

    | FISCAL 2023 NON-QUALIFIED DEFERRED COMPENSATION TABLE | | | | | | | | Executive Contributions in Last FY(1) | Registrant Contributions in Last FY | Aggregate Earnings in Last FY(2) | Aggregate Withdrawals/ Distributions(3) | Aggregate Balance at Last FYE(4) | | Lawson E. Whiting | $ — | $ — | $ — | $ — | $ — | | Leanne D. Cunningham | 119,364 | — | 14,388 | (95,710) | 480,102 | | Thomas W. Hinrichs(5) | — | — | — | — | — | | Matthew E. Hamel | — | — | — | — | — | | Kirsten M. Hawley | — | — | 11,228 | (95,859) | 919,658 |

  124. Non-Qualified Deferred Compensation

    | (1) Contributions shown in this column are included in each NEO’s compensation reported in the Fiscal 2023 Summary Compensation Table, under “Salary” for the current fiscal year or under “Non-Equity Incentive Plan Compensation” in the previous fiscal year. |

  125. Non-Qualified Deferred Compensation

    | (2) NEOs participating in the Savings Plan may notionally invest their plan balances in mutual funds within generally the same asset classes available to participants in our qualified 401(k) savings plan. The Savings Plan does not guarantee a return on deferred amounts. Earnings in this column represent deemed investment earnings or losses attributable to the change in market value of the notional investments. These amounts are not reported in the Fiscal 2023 Summary Compensation Table because the Savings Plan does not provide for above-market or preferential earnings. |

  126. Non-Qualified Deferred Compensation

    | (3) Ms. Cunningham and Ms. Hawley each made a withdrawal from the Savings Plan in fiscal 2023, as allowed under its terms and conditions. |

  127. Non-Qualified Deferred Compensation

    | (4) Amounts include compensation previously earned and disclosed, as required, in the Summary Compensation Table of our proxy statements. Amounts also include deemed investment earnings and losses attributable to the change in market value of the notional investments, which were not disclosed in our prior proxy statements because the Savings Plan does not provide for above-market or preferential earnings. |

  128. Non-Qualified Deferred Compensation

    | (5) Mr. Hinrichs is not eligible for the Savings Plan as an employee outside of the United States. |

  129. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control We do not provide our NEOs with any separate contract, agreement, or arrangement that allows for payments or benefits upon termination or a change in control or that discriminates in favor of an NEO in scope or terms of operation. We offer certain benefits to executives whose employment terminates before incentive awards are paid, depending upon the circumstances surrounding their termination. These benefits, shown in the table below, are intended to continue to link an executive’s compensation to Brown-Forman’s performance after the executive’s employment has ended and to avoid penalizing executives in situations where the termination was outside of their control.

  130. Potential Payments Upon Termination or Change in Control

    | TREATMENT OF SHORT-TERM AND LONG-TERM INCENTIVE AWARDS UPON TERMINATION OF EMPLOYMENT | | | | | Termination Event | Short-Term Cash Incentives | Long-Term Cash Incentives and Performance- Based Restricted Stock | SSARs | | Retirement(1) | Awards granted in the fiscal year of termination are pro-rated based on the time worked during that fiscal year, adjusted for performance, and paid at the same time and in the same manner as for active employees. | Awards granted in the fiscal year of termination are pro-rated based on the time worked during that year, adjusted for performance, and paid soon after the end of the performance period. Outstanding unpaid awards are not reduced, but are adjusted for performance and paid soon after the end of the performance period. | Awards granted in the fiscal year of termination are pro-rated based on the time worked during that year. Other outstanding awards are not reduced. All awards become exercisable at the same time and in the same manner as for active employees. Retirees must exercise awards by the earlier of the original expiration date or the end of seven years following the date of retirement. | | Involuntary Not for Cause | | | Awards granted in the fiscal year of termination are pro-rated based on the time worked during that year. Other outstanding awards are not reduced. All awards become exercisable at the same time and in the same manner as for active employees. Awards must be exercised by the earlier of the original expiration date or the later of twelve months following the date of termination or twelve months following the first exercise date. | | Death/Permanent Disability | Awards granted in the fiscal year of death or permanent disability are pro-rated based on the time worked during that year and are paid upon death or permanent disability at a target level of performance. | Awards granted in the fiscal year of death or permanent disability are pro-rated based on the time worked during that year and become payable shortly after death or permanent disability at a target level of performance. Outstanding unpaid awards are not reduced and become payable shortly after death or permanent disability at a target level of performance. | Awards granted in the fiscal year of termination are pro-rated based on the time worked during that year. Other outstanding awards are not reduced. All awards become exercisable on the date of death or permanent disability. Awards must be exercised by the earlier of the expiration date or the end of five years following the date of death or termination of employment due to disability. | | Voluntary Termination or Involuntary for Poor Performance | Awards granted in the fiscal year of termination are forfeited. | All unearned or nonvested awards are forfeited. | All nonvested awards are forfeited. Exercisable awards may be exercised for up to 30 days, or, if earlier, until the original expiration date. | | Involuntary for Cause | | | All outstanding awards are forfeited. |

  131. Potential Payments Upon Termination or Change in Control

    | (1) Retirement applies to those executives who leave Brown-Forman at or after age 55 with at least five years of service or at or after age 65 with any service. |

  132. Potential Payments Upon Termination or Change in Control

    | | | 57 |

  133. Change in Control and Termination Upon Change in Control

    | FISCAL 2023 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE(1) | | | | | | | | | Name | Death Benefit(1) | Holiday Bonus(2) | STC(3) | LTC(4) | PBRSUs(5) | SSARs(6) | Total | | Lawson E. Whiting | | | | | | | | | Voluntary Termination | $— | $— | $— | $— | $— | $— | $— | | Involuntary Termination for Cause | — | — | — | — | — | — | — | | Involuntary Termination Not for Cause | — | 20,850 | 2,346,750 | 4,494,557 | 4,239,642 | 1,605,147 | 12,706,946 | | Retirement | — | 20,850 | 2,346,750 | 4,494,557 | 4,239,642 | 1,605,147 | 12,706,946 | | Death | 3,000,000 | 20,850 | 1,500,000 | 4,743,408 | 5,144,503 | 1,605,147 | 16,013,908 | | Change-in-Control | — | — | — | — | — | 1,605,147 | 1,605,147 | | Termination Upon Change-in-Control | — | 20,850 | 1,500,000 | 4,743,408 | 5,144,503 | 1,605,147 | 13,013,908 | | Leanne D. Cunningham | | | | | | | | | Voluntary Termination | — | — | — | — | — | — | — | | Involuntary Termination for Cause | — | — | — | — | — | — | — | | Involuntary Termination Not for Cause | — | 10,425 | 762,195 | 680,071 | 506,881 | 211,923 | 2,171,495 | | Retirement | — | 10,425 | 762,195 | 680,071 | 506,881 | 211,923 | 2,171,495 | | Death | 3,000,000 | 10,425 | 510,000 | 713,507 | 506,881 | 211,923 | 4,952,736 | | Change-in-Control | — | — | — | — | — | 211,923 | 211,923 | | Termination Upon Change-in-Control | — | 10,425 | 510,000 | 713,507 | 506,881 | 211,923 | 1,952,736 | | Thomas W. Hinrichs(7) (8) | | | | | | | | | Voluntary Termination | — | 7,933 | 591,301 | 423,493 | 403,317 | 183,355 | 1,609,399 | | Involuntary Termination for Cause | — | — | — | — | — | — | — | | Involuntary Termination Not for Cause | — | 7,933 | 591,301 | 423,493 | 403,317 | 183,355 | 1,609,399 | | Retirement | — | 7,933 | 591,301 | 423,493 | 403,317 | 183,355 | 1,609,399 | | Death | 898,420 | 7,933 | 395,652 | 446,733 | 468,341 | 183,355 | 2,400,434 | | Change-in-Control | — | — | — | — | — | 183,355 | 183,355 | | Termination Upon Change-in-Control | — | 7,933 | 395,652 | 446,733 | 468,341 | 183,355 | 1,502,014 |

  134. Change in Control and Termination Upon Change in Control

    | FISCAL 2023 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE(1) |

  135. STOCK OWNED BY DIRECTORS AND EXECUTIVE OFFICERS

    STOCK OWNED BY DIRECTORS AND EXECUTIVE OFFICERS The following table sets forth, as of April 30, 2023, the number and percentages of shares of our Class A and Class B common stock beneficially owned by each current director, each director nominee, each NEO, and by all directors and executive officers as a group. Some shares shown below are beneficially owned by more than one person. As of the close of business on April 30, 2023, there were 169,240,059 shares of Class A common stock and 310,076,579 shares of Class B common stock outstanding.

  136. STOCK OWNED BY DIRECTORS AND EXECUTIVE OFFICERS

    | STOCK BENEFICIALLY OWNED BY DIRECTORS, DIRECTOR NOMINEES, AND EXECUTIVE OFFICERS AS OF APRIL 30, 2023 | | | | | | | | | | | Class A Common Stock(2)(3) Voting or Investment Power | | | | Class B Common Stock(2)(3) Investment Power | | | | | Name(1) | Sole | Shared | Total | % of Class | Sole | Shared | Total | % of Class | | Campbell P. Brown(4) | 3,917,120 | — | 3,917,120 | 2.3% | 2,586,015 | 220,180 | 2,806,195 | * | | Elizabeth M. Brown(4) | — | — | — | * | 721,735 | 15,576 | 737,311 | * | | Stuart R. Brown | 1,182,907 | 239,500 | 1,422,407 | * | 501,707 | 11,490 | 513,197 | * | | Mark A. Clouse | — | — | — | * | — | — | — | * | | John D. Cook | — | — | — | * | 31,045 | — | 31,045 | * | | Leanne D. Cunningham | 4,426 | — | 4,426 | * | 29,914(5) | — | 29,914 | * | | Marshall B. Farrer(4) | — | — | — | * | 35,822 | — | 35,822 | * | | Matthew E. Hamel | 34,321 | — | 34,321 | * | 458,525(5) | — | 458,525 | * | | Kirsten M. Hawley | 11,211 | — | 11,211 | * | 59,750(5) | — | 59,750 | * | | Thomas W. Hinrichs | 4,827 | — | 4,827 | * | 97,316 | — | 97,316 | * | | Augusta Brown Holland(4) | 1,174,253 | 6,742 | 1,180,995 | * | 879,623 | 9,613 | 889,236 | * | | Michael J. Roney | — | — | — | * | — | — | — | * | | Jan E. Singer | — | — | — | * | — | — | — | * | | Tracy L. Skeans | — | — | — | * | — | — | — | * | | Elizabeth A. Smith | — | — | — | * | — | — | — | * | | Michael A. Todman | — | — | — | * | — | — | — | * | | Lawson E. Whiting | 27,548 | — | 27,548 | * | 387,535 | — | 387,535 | * | | All Directors and Executive Officers as a Group (22 persons, including those named above) (6) | 6,356,773 | 246,242 | 6,603,015(7) | 3.9% | 5,888,093 | 256,859 | 6,144,952(8) | 2.0% |

  137. STOCK OWNED BY DIRECTORS AND EXECUTIVE OFFICERS

    | * Represents less than 1% of the class. |

  138. STOCK OWNED BY DIRECTORS AND EXECUTIVE OFFICERS

    | (1) The address for each person named in the table is 850 Dixie Highway, Louisville, Kentucky 40210. |

  139. STOCK OWNED BY DIRECTORS AND EXECUTIVE OFFICERS

    | (2) Based upon company information, information furnished to Brown-Forman by the named persons, and information contained in filings with the SEC. Under SEC rules, a person is deemed to beneficially own shares over which the person has or shares voting or investment power or as to which the person has the right to acquire beneficial ownership within 60 days (including shares underlying options or SSARs that are exercisable within 60 days). |

  140. STOCK OWNED BY DIRECTORS AND EXECUTIVE OFFICERS

    | | | 61 |

  141. STOCK OWNED BY DIRECTORS AND EXECUTIVE OFFICERS

    | (3) Includes the following Class B SSARs that are currently exercisable or that will become exercisable on or before June 29, 2023 (60 days after April 30, 2023). Class A and Class B DSUs, which are described in “Director Compensation” beginning on page 26, are not included in the main table. PBRSUs were issued as shares of Class A and Class B common stock on June 1, 2023 as reflected below, and also are not included in the main table. |

  142. STOCK OWNED BY DIRECTORS AND EXECUTIVE OFFICERS

    | | Class A | | Class B | | | | Name | PBRSU Shares | DSUs | PBRSU Shares | SSARs | DSUs | | Campbell P. Brown | — | 11,514 | 244 | 40,285 | — | | Stuart R. Brown | — | 12,892 | — | — | — | | John D. Cook | — | 31,688 | — | — | 19,896 | | Leanne D. Cunningham | — | — | — | 26,428 | — | | Marshall B. Farrer | — | — | 368 | 14,310 | — | | Matthew E. Hamel | 1,388 | — | — | 262,775 | — | | Kirsten M. Hawley | 1,066 | — | — | 49,567 | — | | Thomas W. Hinrichs | 1,066 | — | — | 80,929 | — | | Augusta Brown Holland | — | 14,036 | — | — | 1,553 | | Michael J. Roney | — | 32,177 | — | — | 4,269 | | Jan E. Singer | — | 3,075 | — | — | — | | Tracy L. Skeans | — | 18,809 | — | — | — | | Michael A. Todman | — | 23,061 | — | — | 2,891 | | Lawson E. Whiting | 14,832 | — | — | 362,090 | — |

  143. STOCK OWNED BY DIRECTORS AND EXECUTIVE OFFICERS

    | (4) Campbell P. Brown, Elizabeth M. Brown, Marshall B. Farrer, and Augusta Brown Holland do not hold voting power over any shares of Class A common stock. Each holds sole or shared investment power over the shares of Class A common stock presented in the table. |

  144. STOCK OWNED BY DIRECTORS AND EXECUTIVE OFFICERS

    | (5) Includes Class B common stock held in the 401(k) plan as of the close of business on April 30, 2023, as follows: Leanne D. Cunningham, 13 shares; Matthew E. Hamel, 20,015 shares; and Kirsten M. Hawley, 5,591 shares. |

  145. STOCK OWNED BY DIRECTORS AND EXECUTIVE OFFICERS

    | (6) “All Directors and Executive Officers as a Group” includes 22 individuals, including those directors and officers named in the table. In calculating the aggregate number of shares and percentages owned by all directors and executive officers as a group, each share is counted only once. |

  146. STOCK OWNED BY DIRECTORS AND EXECUTIVE OFFICERS

    | (7) Directors and executive officers as a group hold 147,252 Class A DSUs, which are not included in the main table. |

  147. STOCK OWNED BY DIRECTORS AND EXECUTIVE OFFICERS

    | (8) Includes 914,947 Class B SSARs held by all directors and executive officers as a group that are exercisable on or before June 29, 2023 (60 days after April 30, 2023). Includes 2,199 shares of Class B common stock pledged as security. Directors and executive officers as a group hold 28,609 Class B DSUs, which are not included in the main table. |

  148. Pay Ratio Disclosure

    Pay Ratio Disclosure

  149. CEO Pay Ratio

    CEO Pay Ratio The Dodd-Frank Wall Street Reform and Consumer Protection Act requires us to disclose the ratio between the annual total compensation of our CEO and the annual total compensation of our “median employee.” In fiscal 2023, the annual total compensation for our CEO, Mr. Whiting, was $9,651,262 as disclosed in the Fiscal 2023 Summary Compensation Table on page 50. In order to determine the annual total compensation of our median employee, Brown-Forman:

  150. CEO Pay Ratio

    | • | Identified our global employee population as of February 1, 2023. |

  151. CEO Pay Ratio

    | • | Compared payroll data of our global employee population using a consistently applied compensation measure of base salary (including overtime) and holiday bonus paid to our employees during the most recent tax year of January 1, 2022, to December 31, 2022. |

  152. CEO Pay Ratio

    | • | Used the consistently applied compensation measure to identify the median employee. |

  153. CEO Pay Ratio

    | • | Calculated the annual total compensation of our median employee in the same manner used to determine our CEO’s total compensation as disclosed in the Fiscal 2023 Summary Compensation Table. |

  154. CEO Pay Ratio

    In identifying our median employee, we did not utilize material estimates, statistical sampling, or assumptions. Following the above methodology, our median employee for fiscal 2023 received annual total compensation of $53,271 in fiscal 2023. Consequently, the ratio of the annual total compensation for our CEO to the annual total compensation for our median employee in fiscal 2023 was 181-to-1. Given the impact of company performance on CEO pay, combined with employee demographics, varying competitive pay practices, and SEC rules that provide wide flexibility for how a company may calculate its pay ratio, we believe it is important to note that our reported ratio may not have been calculated in the same way as that of other companies. As a result, these ratios may not be a useful basis for comparison. Additional details on our compensation philosophy, objectives, and the decisions of our Compensation Committee may be found in our “Compensation Discussion and Analysis” beginning on page 32.

  155. CEO Pay Ratio

    | | | 63 |

  156. Pay Versus Performance

    Pay Versus Performance

  157. Pay versus Performance Table

    Pay versus Performance Table The table below shows the total compensation for our PEO and the average of our non-PEO NEOs (as set forth in the Summary Compensation Table on page 50), the CAP for our PEO and the average for our non-PEO NEOs, our absolute TSR, the TSR of our peer group over the same period, our net income, our underlying net sales growth and underlying operating income growth for the last three fiscal years.

  158. Pay versus Performance Table

    | FISCAL 2023 PAY VS PERFORMANCE | | | | | | | | | | | Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (3) | Average Summary Compensation Table Total for Non- PEO NEOs (2) | Average Compensation Actually Paid to Non-PEO NEOs (3) | B-F TSR (4) | Peer Group TSR (4) | Net Income (in millions) | Underlying Net Sales Growth | Underlying Operating Income Growth | | 2023 | $9,651,262 | $6,771,842 | $2,059,136 | $1,752,991 | $109 | $146 | $783 | 11% | 8% | | 2022 | 8,364,936 | 4,476,542 | 1,567,977 | 1,271,730 | 112 | 143 | 838 | 13% | 15% | | 2021 | 9,112,109 | 11,798,204 | 2,072,337 | 2,709,953 | 124 | 123 | 903 | 6% | 4% |

  159. Pay versus Performance Table

    | (1) The PEO for each of fiscal 2021, 2022, and 2023 was Mr. Whiting. |

  160. Pay versus Performance Table

    | (2) The NEOs in fiscal 2023 were Ms. Cunningham, Mr. Hinrichs, Mr. Hamel, and Ms. Hawley. The NEOs in fiscal 2022 were Ms. Cunningham, Mr. Hinrichs, Mr. Hamel, Ms. Hawley, and Jane Morreau. The NEOs in fiscal 2021 were Ms. Morreau, Mr. Hinrichs, Mr. Hamel, and Ms. Hawley. |

  161. Pay versus Performance Table

    | (3) SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine “compensation actually paid” as reported in the Pay versus Performance Table. “Compensation actually paid” does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a valuation calculated under applicable SEC rules. In general, “compensation actually paid” is calculated as summary compensation table total compensation adjusted to (a) include the value of any pension benefit (or loss) attributed to the past fiscal year, including on account of any amendments adopted during such year; and (b) include the fair market value of equity awards as of April 30, 2023 or, if earlier, the vesting date (rather than the grant date) and factor in dividends and interest accrued with respect to such awards. There was no prior service cost adjustment with respect to any pension plans; no awards were granted and vested in the same year; no awards granted in any prior fiscal year failed to meet applicable vesting conditions during the covered fiscal year; there was no change in fair value of outstanding, vested equity granted in prior years; and there were no dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise reported. |

  162. Pay versus Performance Table

    | The following table detail the applicable adjustments: |

  163. Pay versus Performance Table

    | PENSION VALUE AND EQUITY AWARD ADJUSTMENTS | | | | | | | | Year | Summary Compensation Table Total | Deduct change in pension value | Add Pension Service Cost Adjustment | Deduct Summary Compensation Table Stock & Option Awards | Add Year-End Value of Unvested Equity Granted in Covered Fiscal Year | Add Change in Value of Unvested Equity Granted in Prior Years | | PEO | | | | | | | | 2023 | $9,651,262 | $(1,095,610) | $375,220 | $(3,862,409) | $2,773,884 | $(1,070,505) | | 2022 | 8,364,936 | (811,189) | 386,185 | (3,371,539) | 2,908,042 | (2,999,893) | | 2021 | 9,112,109 | (1,006,606) | 376,123 | (3,595,862) | 4,457,842 | (2,454,598) | | Average Non-PEO NEOs | | | | | | | | 2023 | 2,059,136 | (143,794) | 92,310 | (500,230) | 359,253 | (113,684) | | 2022 | 1,567,977 | – | 112,527 | (349,638) | 301,569 | (60,704) | | 2021 | 2,072,337 | (297,275) | 157,787 | (486,612) | 620,239 | 643,478 |

  164. Pay versus Performance Table

    | (4) TSR is calculated on a cumulative basis measured from the market close on April 30, 2020, through the end of the indicated fiscal year. |

  165. Relationship Between “Compensation Actually Paid” and Performance Measures

    Relationship Between “Compensation Actually Paid” and Performance Measures In fiscal 2023, our cumulative TSR was 109% compared to peer group TSR of 146% at the end of the three-year period (with variation by individual year). The PEO and non-PEO CAP decreased from fiscal 2021 to fiscal 2022 and then increased from fiscal 2022 to fiscal 2023, which reflects the significance of underlying net sales growth and underlying operating income growth as key drivers of our compensation program. Our reported net income decreased over the three-year period, while our PEO and non-PEO CAP decreased from fiscal 2021 to fiscal 2022 and increased from fiscal 2022 to fiscal 2023, reflecting the emphasis on underlying net sales growth and underlying operating income growth, rather than net income, which is not part of our executive compensation program. Underlying net sales growth and underlying operating income growth increased significantly during fiscal 2022 (+13% and +15%, respectively, compared to fiscal 2021) and increased again in fiscal 2023 (+11% and +8%, respectively, compared to fiscal 2022). As noted above, our PEO and CAP decreased from fiscal 2021 to fiscal 2022 and then increased from fiscal 2022 to fiscal 2023. The reason for the variation between our CAP and company selected performance metrics is that we previously evaluated our short-term incentive performance relative to a peer group; however, we changed our executive compensation program for fiscal 2023 to measure underlying net sales growth and underlying operating income growth compared to an absolute target.

  166. Relationship Between “Compensation Actually Paid” and Performance Measures

    | | | 65 |