DEF 14A of Brown Forman Corp, Jun 21, 2024

DEF 14A of Brown Forman Corp

Filed Jun 21, 2024 · FY20240001193125-24-165706

Open on EDGAR

  1. Our Director Nominees to the Board

    Our Director Nominees to the Board Our 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 nominee’s experience, qualifications, attributes, and skills under “Proposal 1: Election of Directors” beginning on page 22. Stuart R. Brown, a member of the Board since 2015, is not standing for re-election to the Board.

  2. Our Director Nominees to the Board

    | BOARD NOMINEES | COMMITTEE MEMBERSHIP AS OF APRIL 30, 2024 | | | | | | | Nominee Name & Occupation | Director Since | Director Category | Audit | Comp | Corp Gov & Nom | Exec | | Campbell P. Brown Chair of the Board, Brown-Forman | 2016 | B | | | ● | C | | Elizabeth M. Brown President, Dendrifund, Inc. | 2023 | B | | | | | | Mark A. Clouse President and Chief Executive Officer, Campbell Soup Company | 2022 | I | | ● | | | | Marshall B. Farrer Executive Vice President, Chief Strategic Growth Officer, Brown-Forman | 2016 | B, M | | | | | | W. Austin Musselman, Jr. Managing Member, White Oak Investments LLC, and Owner and Manager, Ashbourne Farms | Nominee | B | | | | | | Michael J. Roney Retired Chief Executive Officer, Bunzl plc | 2014 | I | | C | ● | | | Jan E. Singer Former Chief Executive Officer, J.Crew | 2022 | I | ● | ● | | | | Tracy L. Skeans Chief Operating Officer & Chief People Officer, Yum! Brands, Inc. | 2018 | I | ● | | C | | | Elizabeth A. Smith Executive Chair and Interim Chief Executive Officer, Revlon Group Holdings, LLC | 2023 | I | ● | | | | | Michael A. Todman Retired Vice Chairman, Whirlpool Corporation | 2014 | I | C | | ● | ● | | Lawson E. Whiting President and Chief Executive Officer, Brown-Forman | 2018 | M | | | | ● | | B=Brown Family Director M=Management Director I=Independent Director C=Committee Chair ●=Committee Member | | | | | | |

  3. Selection of Directors

    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 16. Any candidates submitted by stockholders will be evaluated in the same manner as all other director candidates.

  4. Board Composition

    Board Composition

  5. HOW OUR CONTROLLED-COMPANY STATUS AFFECTS OUR BOARD

    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.

  6. OUR INDEPENDENT DIRECTORS

    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. 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, W. Austin Musselman, Jr., or Stuart R. Brown (who is not standing for re-election at the Annual Meeting).

  7. OUR BROWN FAMILY DIRECTORS

    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, Elizabeth M. Brown, Marshall B. Farrer, and Stuart R. Brown (who is not standing for re-election at the Annual Meeting). W. Austin Musselman, Jr., who is a director nominee, will be a Brown family director, if elected at the Annual Meeting.

  8. OUR MANAGEMENT DIRECTORS

    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. FOLLOWING THE ANNUAL MEETING: Diversity 1director is racially/ ethnically diverse 4directors are women 6directors are not diverse by race, ethnicity, or gender Tenure on Board 50-5 years 46-10 years 2 10+ years Age Mix 8directors are age 51-60 3directors are age 61 and older Composition 6-Independent 3-Brown Family 1-Brown Family & Management 1-Management BF CAMPBELL P. BROWN Chair of the Board, Brown-Forman Corporation BF ELIZABETH M. BROWN President, Dendrifund, Inc. I MARK A. CLOUSE President and Chief Executive Officer, Campbell Soup Company BFM BF I MARSHALL B. FARRER Executive Vice President, Chief Strategic Growth Officer, Brown-Forman Corporation W. AUSTIN MUSSELMAN, JR. Managing Member, White Oak Investments LLC, and Owner and Manager, Ashbourne Farms MICHAEL J. RONEY Retired Chief Executive Officer, Bunzl plc JAN E. SINGER Former Chief Executive Officer, J.Crew TRACY L. SKEANS Chief Operating Officer & Chief People Officer, Yum! Brands, Inc. ELIZABETH A. SMITH ecutive Chair and Interim Chief Executive Officer, evlon Group Holdings LLC I MICHAEL A. TODMAN Retired Vice Chairman, Whirlpool Corporation M LAWSON E. WHITING President and Chief Executive Officer, Brown-Forman Corporation I INDEPENDENT BF BROWN FAMILY BFM BROWN FAMILY & MANAGEMENT M MANAGEMENT CHANGES TO OUR BOARD " W. Austin Musselman, Jr., is a director nominee and will join the Board, if elected, immediately after the Annual Meeting. After nine years of dedicated service, Stuart R. Brown will not stand for re-election at the Annual Meeting.

  9. DIRECTOR COMPENSATION STRUCTURE

    DIRECTOR COMPENSATION STRUCTURE

  10. DIRECTOR COMPENSATION STRUCTURE

    | Pay Element | | Amount | | Board Retainer | | | | The Board retainers are paid in cash and equity. Directors who have not satisfied our stock ownership guidelines are required to receive a minimum of 60% of the equity retainer in equity. Directors who have satisfied our stock ownership guidelines may elect to receive up to 100% of the equity retainer in cash rather than receiving equity. Directors may elect to receive 100% of their cash retainer in 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. | | $235,000 total • $80,000 cash • $155,000 equity (DSU) | | Meeting Fees | | | | No fee is paid unless the director attends more than eight Board meetings. | Board | $5,000 per meeting $2,500 per telephonic meeting | | No fee is paid unless the director attends more than ten meetings (Audit Committee) or six meetings (Compensation and Corporate Governance and Nominating Committees). | 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. | | $490,000 |

  11. Fiscal 2024 Director Compensation

    Fiscal 2024 Director Compensation The following table shows the compensation of non-employee directors for their service in fiscal 2024.

  12. FISCAL 2024 DIRECTOR COMPENSATION TABLE

    FISCAL 2024 DIRECTOR COMPENSATION TABLE

  13. FISCAL 2024 DIRECTOR COMPENSATION TABLE

    | Name | Fees Earned or Paid in Cash (1) | DSU Awards (2) (3) | All Other Compensation (4) | Total | | Campbell P. Brown | $336,250 | $400,000 | $3,000 | $739,250 | | Elizabeth M. Brown | 176,250 | – | 3,000 | $179,250 | | Stuart R. Brown | – | 235,000 | – | $235,000 | | Mark A. Clouse(5) (6) | 62,500 | 321,740 | 3,000 | $387,240 | | John D. Cook(7) | 46,250 | – | 217,000 | $263,250 | | Augusta Brown Holland(7) | 53,750 | – | – | $53,750 | | Michael J. Roney | 125,000 | 175,000 | 12,000 | $312,000 | | Jan E. Singer | 117,500 | 155,000 | 3,000 | $275,500 | | Tracy L. Skeans | 121,000 | 155,000 | 3,000 | $279,000 | | Elizabeth A. Smith(5) (8) | 25,000 | 346,329 | 3,000 | $374,329 | | Michael A. Todman | 181,250 | 155,000 | 3,000 | $339,250 |

  14. FISCAL 2024 DIRECTOR COMPENSATION TABLE

    | (1) Amounts in this column reflect fees earned during fiscal 2024 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. |

  15. FISCAL 2024 DIRECTOR COMPENSATION TABLE

    | (2) Determined by dividing the cash value of the compensation being paid in DSUs by the closing price of Class A common stock on the date of grant. DSU awards for the 2024 Board Year were granted on July 27, 2023. The closing price of our Class A common stock on that date was $71.23. On dividend payment dates, outstanding DSUs are credited with dividend-equivalent DSUs. |

  16. FISCAL 2024 DIRECTOR COMPENSATION TABLE

    | (3) The aggregate number of Class A and Class B DSUs, and Class B SSARs outstanding for each of our non-employee directors as of April 30, 2024, is set forth below. Annual grants of DSUs vest over the course of the Board Year. |

  17. FISCAL 2024 DIRECTOR COMPENSATION TABLE

    | Name | DSUs (Class A) | DSUs (Class B) | SSARs (Class B) | | Campbell P. Brown | 17,361 | – | 37,411 | | Stuart R. Brown | 16,416 | – | – | | Mark A. Clouse(5) | 4,569 | – | – | | John D. Cook | 17,768 | 19,202 | – | | Michael J. Roney | 35,129 | 4,333 | – | | Jan E. Singer | 5,320 | – | – | | Tracy L. Skeans | 21,283 | – | – | | Elizabeth A. Smith(5) | 4,918 | – | – | | Michael A. Todman | 25,597 | 2,934 | – |

  18. FISCAL 2024 DIRECTOR COMPENSATION TABLE

    | (4) Reflects stipend amounts paid during fiscal 2024 to directors who traveled to an overseas location for Board and committee meetings. For John D. Cook, reflects payments under a consulting agreement with the Company during fiscal 2024. |

  19. FISCAL 2024 DIRECTOR COMPENSATION TABLE

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

  20. FISCAL 2024 DIRECTOR COMPENSATION TABLE

    | (6) Mark A. Clouse joined the Board as a non-employee director on November 17, 2022. The amounts set forth under “DSU Awards” represent awards earned for his service in fiscal 2023 and fiscal 2024. |

  21. FISCAL 2024 DIRECTOR COMPENSATION TABLE

    | (7) John D. Cook and Augusta Brown Holland retired from the Board at the 2023 Annual Meeting of Stockholders. The amounts set forth under “Fees Earned or Paid in Cash” represent fees paid for their service in fiscal 2024. |

  22. FISCAL 2024 DIRECTOR COMPENSATION TABLE

    | (8) Elizabeth A. Smith joined the Board as a non-employee director on January 24, 2023. The amount set forth under “DSU Awards” represents awards earned for her service in fiscal 2023 and fiscal 2024. |

  23. FISCAL 2024 DIRECTOR COMPENSATION TABLE

    Proposal 2:

  24. PERFORMANCE-BASED PAYOUTS FOR FISCAL 2024

    PERFORMANCE-BASED PAYOUTS FOR FISCAL 2024 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.

  25. 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; |

  26. 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 |

  27. 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. |

  28. MEASURING PERFORMANCE

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

  29. FISCAL 2024 PERFORMANCE METRICS FOR BROWN-FORMAN INCENTIVE PLANS

    FISCAL 2024 PERFORMANCE METRICS FOR BROWN-FORMAN INCENTIVE PLANS

  30. FISCAL 2024 PERFORMANCE METRICS FOR BROWN-FORMAN INCENTIVE PLANS

    | Performance-Based Component | Performance Measures | | Short-Term Cash Incentive | 70% Weighting: Equal consideration of absolute underlying net sales(1) growth and absolute underlying operating income(2) growth | | | 20% Weighting: Individual performance | | | 10% Weighting: D&I progress | | PBRSUs | TSR and company three-year compound annual adjusted operating income(3) growth relative to S&P 500 Consumer Staples Index | | SSARs | Stock price growth above grant price |

  31. FISCAL 2024 PERFORMANCE METRICS FOR BROWN-FORMAN INCENTIVE PLANS

    | (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. |

  32. FISCAL 2024 PERFORMANCE METRICS FOR BROWN-FORMAN INCENTIVE PLANS

    | (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. |

  33. FISCAL 2024 PERFORMANCE METRICS FOR BROWN-FORMAN INCENTIVE PLANS

    | (3) The three-year compound annual growth rate (CAGR) of adjusted operating income is the compound annual growth rate, expressed as a percentage of the Company’s annual operating income determined according to GAAP and adjusted to an underlying basis, as defined in the Company’s non-GAAP measures in Appendix A of this Proxy Statement, except that adjusted operating income will not include any adjustment related to foreign exchange or the estimated net change in distributor inventories. |

  34. 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 21-company group to benchmark compensation levels and set target compensation. The compensation comparator group companies are discussed on page 39.

  35. The Role of Our Compensation Committee

    | 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. Willis Towers Watson (WTW) served as the Committee’s advisor during fiscal 2024. During fiscal 2024, 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. They also provided consulting services related to enterprise risk management, and insurance placement. Fees paid to WTW in fiscal 2024 for compensation committee advisor services totaled $238,188 and all services totaled $407,324, representing less than 1% of WTW’s revenue. In accordance with SEC and NYSE requirements, the Committee has reviewed the independence of WTW and determined that no conflict exists that would compromise the independence of the firm’s advice. | |

  36. 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 internal pay equity, performance, mastery of current role, potential to move into expanded roles, career experience, tenure with Brown-Forman, fit within our culture, scarcity of skill sets, and retention risk. The Committee finds that this approach leads to a more effective pay program than one based solely on external labor market data. 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 as well as compensation 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. 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 general industry companies of comparable size. The Committee’s advisor prepares a market analysis comparing the target compensation levels and mix 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 market median as a factor in determining appropriate target pay ranges for our NEOs.

  37. FISCAL 2024 BROWN-FORMAN CEO AND NEO PAY MIX VS. COMPENSATION COMPARATOR GROUP

    FISCAL 2024 BROWN-FORMAN CEO AND NEO PAY MIX VS. COMPENSATION COMPARATOR GROUP

  38. 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 2024.

  39. Compensation Comparator Group

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

  40. Compensation Comparator Group

    For fiscal 2024, Columbia Sportswear Company and lululemon athletica inc., were removed and Edgewell Personal Care Company, Energizer Holdings, Inc., and YETI Holdings, Inc. were added.

  41. FISCAL 2024 VERSUS FISCAL 2023 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 | 2024 | $1,250,040 | $1,600,000 | $6,650,000 | $9,500,040 | 17% | | | | 2023 | 1,250,040 | 1,500,000 | 5,360,000 | 8,110,040 | | | | Leanne D. Cunningham | 2024 | 661,480 | 575,000 | 1,500,000 | 2,736,480 | 28% | | | | 2023 | 625,020 | 510,000 | 1,000,000 | 2,135,020 | | | | Marshall B. Farrer | 2024 | 526,996 | 371,500 | 825,500 | 1,723,996 | 31% | | | | 2023 | 457,778 | 298,299 | 562,896 | 1,318,973 | | | | Matthew E. Hamel | 2024 | 618,561 | 356,600 | 732,900 | 1,708,061 | 4% | | | | 2023 | 595,332 | 342,900 | 704,700 | 1,642,932 | | | | Thomas W. Hinrichs(2) | 2024 | 535,341 | 444,502 | 558,415 | 1,538,258 | 12% | | | | 2023 | 475,618 | 395,652 | 497,093 | 1,368,363 | | |

  42. FISCAL 2024 VERSUS FISCAL 2023 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. |

  43. Awards and Payouts in Fiscal 2024: Fixed and Short-Term Compensation

    Awards and Payouts in Fiscal 2024: Fixed and Short-Term Compensation

  44. FIXED COMPENSATION FOR FISCAL 2024(1)

    | (1) Reflects fiscal year fixed compensation paid from May 1, 2023, to April 30, 2024, which includes base salary and holiday bonus. |

  45. 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 2024” on page 32. For fiscal 2024, 70% of the target award was tied to company performance, 20% was tied to individual performance, and 10% was tied to the progress made with our D&I ambitions. 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 company, 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.

  46. INDIVIDUAL PERFORMANCE (20% OF TARGET AWARD)

    | Performance (B-F Nomenclature) | Payout as a Percentage of Target | | Superior (Excellent) | 200% | | Above Target (Very Strong) | 143% | | On Target (Strong) | 120% | | Below Target (Varied or Inconsistent) | 50% | | Immediate Improvement Required (Performance Needs Improvement) | No incentive paid |

  47. 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% |

  48. Short-Term Compensation Payouts in Fiscal 2024

    Short-Term Compensation Payouts in Fiscal 2024 The amount paid to each NEO in short-term incentive compensation for fiscal 2024 is set forth in footnote 5 to the “Non-Equity Incentive Plan Compensation” column of the Fiscal 2024 Summary Compensation Table found on page 50.

  49. Awards and Payouts in Fiscal 2024: Long-Term Compensation

    Awards and Payouts in Fiscal 2024: 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 for the fiscal 2022-2024 performance period were divided into three components: one-third performance-based cash incentives, one-third performance-based restricted stock units, and one-third stock-settled stock appreciation rights. The target long-term incentives granted in fiscal 2024 for the fiscal 2024-2026 performance period are divided into two components:

  50. AWARDS AND PAYOUTS IN FISCAL 2024: LONG-TERM COMPENSATION

    AWARDS AND PAYOUTS IN FISCAL 2024: LONG-TERM COMPENSATION The table below shows the long-term cash award that each NEO earned in fiscal 2024 based on the 99% payout for the fiscal 2022-2024 performance period.

  51. Long-Term Cash Awards Paid for Fiscal 2022-2024 Performance Period

    Long-Term Cash Awards Paid for Fiscal 2022-2024 Performance Period

  52. Long-Term Cash Awards Paid for Fiscal 2022-2024 Performance Period

    | Name | Amount | | Lawson E. Whiting | $1,645,329 | | Leanne D. Cunningham | 204,177 | | Marshall B. Farrer | 141,499 | | Matthew E. Hamel | 221,683 | | Thomas W. Hinrichs(1) | 164,622 |

  53. Long-Term Cash Awards Paid for Fiscal 2022-2024 Performance Period

    | (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, 2023 to April 30, 2024 of $1 to €1.08283. |

  54. LONG-TERM PERFORMANCE-BASED CASH AWARDS: FISCAL 2022-2024 PERFORMANCE PERIOD

    LONG-TERM PERFORMANCE-BASED CASH AWARDS: FISCAL 2022-2024 PERFORMANCE PERIOD Based on our performance, the payout was 99% of the target award, as shown in the graphic below:

  55. LONG-TERM PERFORMANCE-BASED CASH AWARDS: FISCAL 2022-2024 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. |

  56. LONG-TERM PERFORMANCE-BASED CASH AWARDS: FISCAL 2022-2024 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. |

  57. 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.

  58. TARGET PBRSU AWARDS FOR FISCAL 2024-2026 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 and the three-year compound annual growth rate (CAGR) of Brown-Forman’s adjusted operating income relative to 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.

  59. PBRSU AWARDS: PAYOUT SCALE AND POTENTIAL PAYOUTS FOR FISCAL 2024-2026 PERFORMANCE PERIOD

    PBRSU AWARDS: PAYOUT SCALE AND POTENTIAL PAYOUTS FOR FISCAL 2024-2026 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 commencement of 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. In calculating relative operating income growth, we look at compound annual growth rate during the performance period using the same S&P 500 Consumer Staples Index.

  60. PBRSU AWARDS: PAYOUT SCALE AND POTENTIAL PAYOUTS FOR FISCAL 2024-2026 PERFORMANCE PERIOD

    | (1) The three-year compound annual growth rate (CAGR) of adjusted operating income is the compound annual growth rate, expressed as a percentage of the Company’s annual operating income determined according to GAAP and adjusted to an underlying basis, as defined in the Company’s non-GAAP measures in Appendix A of this Proxy Statement, except that adjusted operating income will not include any adjustment related to foreign exchange or the estimated net change in distributor inventories. |

  61. PERFORMANCE FOR FISCAL 2022-2024 PERFORMANCE PERIOD

    PERFORMANCE FOR FISCAL 2022-2024 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 commencement of 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 2022-2024 performance period were issued on June 3, 2024. For more information on the PBRSU awards granted during fiscal 2024, please see the Fiscal 2024 Grants of Plan-Based Awards Table on page 52 and the Outstanding Equity Awards at 2024 Fiscal Year-End Table on pages 53-54. The table below shows the number of shares of PBRSUs issued for the fiscal 2022-2024 performance period.

  62. Equity Award Grants

    Equity Award Grants Under the 2022 Omnibus Compensation Plan, 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. Neither the Committee nor the Board granted options or SSARs to our NEOs in fiscal 2024 during a period beginning four business days before, or one business day after, (i) the filing of a periodic report on Form 10-Q or Form 10-K, or (ii) the filing or furnishing of a current report on Form 8-K that disclosed material non-public information.

  63. FISCAL 2024 SUMMARY COMPENSATION TABLE

    FISCAL 2024 SUMMARY COMPENSATION TABLE

  64. FISCAL 2024 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 | 2024 | $1,250,040 | – | $4,765,947 | $2,216,456 | $3,706,929 | $1,145,802 | $108,986 | $13,194,160 | | | 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 | | Leanne D. Cunningham Executive Vice President and Chief Financial Officer | 2024 | 655,646 | – | 1,075,043 | 499,967 | 937,015 | 579,124 | 37,906 | 3,784,701 | | | 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 | | Marshall B. Farrer(8) Executive Vice President, Chief Strategic Growth Officer | 2024 | 523,513 | – | 591,656 | 275,159 | 614,976 | 247,451 | 1,407,142 | 3,659,897 | | Matthew E. Hamel Executive Vice President and General Counsel | 2024 | 614,845 | – | 525,270 | 244,296 | 676,170 | 160,325 | 45,012 | 2,265,918 | | | 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 | | Thomas W. Hinrichs(9) Executive Vice President, President, Emerging International | 2024 | 528,725 | – | 403,524 | 187,659 | 731,140 | – | 22,130 | 1,873,178 | | | 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 |

  65. FISCAL 2024 SUMMARY COMPENSATION TABLE

    | (1) Salary includes holiday bonus and is based on the fiscal year beginning May 1, 2023. The holiday bonus, which is provided to all salaried employees, is based on the employee’s tenure as shown in the table below: |

  66. FISCAL 2024 SUMMARY COMPENSATION TABLE

    | Length of Continuous Service | Amount of Holiday Bonus | | 3 months but less than 6 months | 1/8 of monthly salary | | 6 months but less than 5 years | 1/4 of monthly salary | | 5 years but less than 10 years | 3/8 of monthly salary | | 10 years or more | 1/2 of monthly salary |

  67. FISCAL 2024 SUMMARY COMPENSATION TABLE

    | (2) Our NEOs do not receive non-performance-based compensation that would be considered a “Bonus” under SEC rules. |

  68. FISCAL 2024 SUMMARY COMPENSATION TABLE

    | (3) Includes the aggregate grant date fair value of PBRSUs granted during the respective fiscal years, calculated in accordance with the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718. The grant date fair value for the PBRSUs granted during fiscal 2024, assuming the maximum achievement of the performance goals would have been $7,148,920 for Mr. Whiting, $1,612,564 for Ms. Cunningham, $887,485 for Mr. Farrer, $787,905 for Mr. Hamel, and $605,286 for Mr. Hinrichs. Assumptions used in the calculation of these amounts are included in Note 11 to our audited financial statements for the fiscal year ended April 30, 2024, which appear in our Annual Report on Form 10-K for fiscal 2024. |

  69. FISCAL 2024 SUMMARY COMPENSATION TABLE

    | (4) Includes the aggregate grant date fair value of SSARs granted during the respective fiscal years, calculated in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 11 to our audited financial statements for the fiscal year ended April 30, 2024, which appear in our Annual Report on Form 10-K for fiscal 2024. |

  70. FISCAL 2024 SUMMARY COMPENSATION TABLE

    | (5) Amounts listed for fiscal 2024 include short-term cash incentive compensation paid for the one-year performance period ended on April 30, 2024, and long-term cash incentive compensation paid for the three-year performance period ended on April 30, 2024, as approved by the Compensation Committee in May 2024 and paid on June 15, 2024. These amounts are shown below. |

  71. FISCAL 2024 SUMMARY COMPENSATION TABLE

    | | Short-Term Cash | Long-Term Cash | Total | | Lawson E. Whiting | $2,061,600 | $1,645,329 | $3,706,929 | | Leanne D. Cunningham | 732,838 | 204,177 | $937,015 | | Marshall B. Farrer | 473,477 | 141,499 | $614,976 | | Matthew E. Hamel | 454,487 | 221,683 | $676,170 | | Thomas W. Hinrichs | 566,518 | 164,622 | $731,140 |

  72. FISCAL 2024 SUMMARY COMPENSATION TABLE

    | (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 2024 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. |

  73. FISCAL 2024 SUMMARY COMPENSATION TABLE

    | | Qualified | Non-Qualified | Total | | Lawson E. Whiting | $(7,876) | $1,153,678 | $1,145,802 | | Leanne D. Cunningham | (21,807) | 600,931 | $579,124 | | Marshall B. Farrer | (19,011) | 266,462 | $247,451 | | Matthew E. Hamel | 69,764 | 90,561 | $160,325 | | Thomas W. Hinrichs | – | – | $– |

  74. FISCAL 2024 SUMMARY COMPENSATION TABLE

    | (7) The following table sets forth each component of the “All Other Compensation” column for fiscal 2024. |

  75. FISCAL 2024 SUMMARY COMPENSATION TABLE

    | Name | 401(k) Matching Contribution(a) | Cost of Company-Provided Life Insurance | Cost of Company-Leased Car(b)(c) | Other(d)(e)(f)(g) | Total | | Lawson E. Whiting | $15,000 | $2,496 | $17,422 | $74,068 | $108,986 | | Leanne D. Cunningham | 17,010 | 2,496 | 14,400 | 4,000 | $37,906 | | Marshall B. Farrer | 16,848 | 1,926 | – | 1,388,368 | $1,407,142 | | Matthew E. Hamel | 15,588 | 2,375 | 23,049 | 4,000 | $45,012 | | Thomas W. Hinrichs | – | 257 | 17,542 | 4,331 | $22,130 |

  76. FISCAL 2024 SUMMARY COMPENSATION TABLE

    | (a) For the period May 1, 2023, through April 30, 2024. |

  77. FISCAL 2024 SUMMARY COMPENSATION TABLE

    | (b) Values based on the cost to Brown-Forman during the fiscal year, including lease payments, maintenance, registration, and insurance premiums. |

  78. FISCAL 2024 SUMMARY COMPENSATION TABLE

    | (c) Amounts shown for Ms. Cunningham and Mr. Hinrichs include a car allowance in lieu of a company car. |

  79. FISCAL 2024 SUMMARY COMPENSATION TABLE

    | (d) Reimbursement of financial planning expenses up to a limit of 4,000 in local currency for the fiscal year. |

  80. FISCAL 2024 SUMMARY COMPENSATION TABLE

    | (e) Includes $50,827 for installation and monitoring services for a residential security system required to be installed for Mr. Whiting and a $21,391 gross-up of associated taxes. |

  81. FISCAL 2024 SUMMARY COMPENSATION TABLE

    | (f) Includes $650,270 for cost of living allowance, rent, dependent education, transportation, utilities, language training, and storage of household goods for Mr. Farrer while on expatriate assignment in the Netherlands. |

  82. FISCAL 2024 SUMMARY COMPENSATION TABLE

    | (g) Includes $734,098 in taxes paid by the company during Mr. Farrer’s expatriate assignment in the Netherlands. |

  83. FISCAL 2024 SUMMARY COMPENSATION TABLE

    | (8) Compensation for Mr. Farrer is provided for fiscal 2024. Mr. Farrer was not an NEO in fiscal 2023 or 2022. |

  84. FISCAL 2024 SUMMARY COMPENSATION TABLE

    | (9) Mr. Hinrichs is based in Germany and is paid in euros. The amount shown for Stock Awards and SSAR/Option Awards is the U.S.-dollar equivalent based on the Oanda 90-day period average exchange rate from April 29, 2023, through July 27, 2023, of $1 to €1.09176. The amount shown for Salary, Non-Equity Incentive Plan Compensation, and All Other Compensation is the U.S.-dollar equivalent based on the Bloomberg average exchange rate from May 1, 2023 through April 30, 2024 of $1 to €1.08283. |

  85. 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 2024 under our 2022 Omnibus Compensation Plan. For additional information on the fiscal 2024 awards, please see the Compensation Discussion and Analysis, which begins on page 30.

  86. FISCAL 2024 GRANTS OF PLAN-BASED AWARDS TABLE

    FISCAL 2024 GRANTS OF PLAN-BASED AWARDS TABLE

  87. FISCAL 2024 GRANTS OF PLAN-BASED AWARDS TABLE

    | | | | 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 | Award Type(1) | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | | Lawson E. Whiting | | STC | $– | $1,600,000 | $3,200,000 | | | | | | | | | 7/27/2023 | PBRSU | | | | 31,122 | 62,243 | 93,365 | | | $4,765,947 | | | 7/27/2023 | SSAR | | | | | | | 101,906 | $69.87 | 2,216,456 | | Leanne D. Cunningham | | STC | – | 575,000 | 1,150,000 | | | | | | | | | 7/27/2023 | PBRSU | | | | 7,020 | 14,040 | 21,060 | | | 1,075,043 | | | 7/27/2023 | SSAR | | | | | | | 22,987 | 69.87 | 499,967 | | Marshall B. Farrer | | STC | – | 371,500 | 743,000 | | | | | | | | | 7/27/2023 | PBRSU | | | | 3,864 | 7,727 | 11,591 | | | 591,656 | | | 7/27/2023 | SSAR | | | | | | | 12,651 | 69.87 | 275,159 | | Matthew E. Hamel | | STC | – | 356,600 | 713,200 | | | | | | | | | 7/27/2023 | PBRSU | | | | 3,430 | 6,860 | 10,290 | | | 525,270 | | | 7/27/2023 | SSAR | | | | | | | 11,232 | 69.87 | 244,296 | | Thomas W. Hinrichs (7) | | STC | – | 444,502 | 889,004 | | | | | | | | | 7/27/2023 | PBRSU | | | | 2,635 | 5,270 | 7,905 | | | 403,524 | | | 7/27/2023 | SSAR | | | | | | | 8,628 | 69.87 | 187,659 |

  88. FISCAL 2024 GRANTS OF PLAN-BASED AWARDS TABLE

    | (1) “STC” represents short-term (or annual) incentive compensation payable in cash.”PBRSU” represents Class A common performance-based restricted stock units. “SSAR” represents Class B common stock-settled stock appreciation rights. |

  89. FISCAL 2024 GRANTS OF PLAN-BASED AWARDS TABLE

    | (2) Amounts represent potential value of the short-term incentive compensation opportunity for the fiscal 2024 performance period. No amounts are payable if threshold underlying operating income performance levels are not achieved. STC is capped at 200% of target. Please see the “Non-Equity Incentive Plan Compensation” column of the Fiscal 2024 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, 2024, and the long-term cash incentive compensation paid for the three-year performance period ended on April 30, 2024. |

  90. FISCAL 2024 GRANTS OF PLAN-BASED AWARDS TABLE

    | (3) Amounts represent the estimated payouts of the PBRSU awards granted in fiscal 2024. 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 2024 will vest on June 1, 2026. The estimated possible payouts assume a 50% threshold and 150% maximum payout. |

  91. FISCAL 2024 GRANTS OF PLAN-BASED AWARDS TABLE

    | (4) The number of SSARs awarded for fiscal 2024 was determined by dividing the total cash value of each SSAR award by the Black-Scholes value ($21.75) of our Class B common stock as of the close of trading on the date of grant, July 27, 2023. 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 27, 2023, become exercisable on May 1, 2026, and expire April 30, 2033. |

  92. FISCAL 2024 GRANTS OF PLAN-BASED AWARDS TABLE

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

  93. FISCAL 2024 GRANTS OF PLAN-BASED AWARDS TABLE

    | (6) Calculated in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts appear in Note 11 to our audited financial statements for the fiscal year ended April 30, 2024, which are included in our Annual Report on Form 10-K for fiscal 2024. |

  94. FISCAL 2024 GRANTS OF PLAN-BASED AWARDS TABLE

    | (7) Mr. Hinrichs is based in Germany and paid in euros. The PBRSUs and SSARs are the U.S.-dollar equivalent based on the 90-day midpoint exchange rate to equity grant date from April 29, 2023, through July 27, 2023, of $1 to €1.09176. The STC and LTC targets are the U.S.-dollar equivalent based on the average treasury exchange rate from May 1, 2023 to April 30, 2024 of $1 to €1.08283. |

  95. Outstanding Equity Awards

    Outstanding Equity Awards The following table lists the outstanding equity awards held by our NEOs as of April 30, 2024. The year-end values shown in the table are based on the April 30, 2024, closing prices for our Class A common stock, $49.07 per share, and our Class B common stock, $47.85 per share.

  96. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END TABLE

    OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END TABLE

  97. OUTSTANDING EQUITY AWARDS AT 2024 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 | 7/23/2015 | 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 | | | | | | | 7/27/2023 | | 101,906 | 69.87 | 4/30/2033 | | | | | | | 7/22/2021 | | | | | 12,887 | $632,365 | | | | | 7/28/2022 | | | | | | | 24,778 | $1,215,856 | | | 7/27/2023 | | | | | | | 62,243 | 3,054,264 | | 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 | | | | | | | 7/27/2023 | | 22,987 | 69.87 | 4/30/2033 | | | | | | | 7/22/2021 | | | | | 1,600 | 78,512 | | | | | 7/28/2022 | | | | | | | 4,623 | $226,851 | | | 7/27/2023 | | | | | | | 14,040 | 688,943 | | Marshall B. Farrer | 7/23/2015 | 4,883 | | $39.58 | 4/30/2025 | | | | | | | 7/28/2016 | 3,338 | | 37.94 | 4/30/2026 | | | | | | | 7/25/2019 | 2,683 | | 53.88 | 4/30/2029 | | | | | | | 7/30/2020 | 3,406 | | 68.24 | 4/30/2030 | | | | | | | 7/22/2021 | | 8,752 | 70.24 | 4/30/2031 | | | | | | | 7/28/2022 | | 7,253 | 73.61 | 4/30/2032 | | | | | | | 7/27/2023 | | 12,651 | 69.87 | 4/30/2033 | | | | | | | 7/22/2021 | | | | | 1,109 | 54,419 | | | | | 7/28/2022 | | | | | | | 2,080 | $102,066 | | | 7/27/2023 | | | | | | | 7,727 | 379,164 |

  98. OUTSTANDING EQUITY AWARDS AT 2024 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 | 7/23/2015 | 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 | | | | | | | 7/27/2023 | | 11,232 | 69.87 | 4/30/2033 | | | | | | | 7/22/2021 | | | | | 1,737 | 85,235 | | | | | 7/28/2022 | | | | | | | 3,258 | $159,870 | | | 7/27/2023 | | | | | | | 6,860 | 336,620 | | 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 | | | | | | | 7/27/2023 | | 8,628 | 69.87 | 4/30/2033 | | | | | | | 7/22/2021 | | | | | 1,433 | 70,317 | | | | | 7/28/2022 | | | | | | | 2,305 | $113,106 | | | 7/27/2023 | | | | | | | 5,270 | 258,599 |

  99. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END TABLE

    | (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. |

  100. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END TABLE

    | (2) Represents Class A and Class B common PBRSU awards with a three-year performance period. The PBRSU awards granted on July 22, 2021 vested on June 3, 2024. The PBRSU awards granted on July 28, 2022, and July 27, 2023 will vest on June 2, 2025, and June 1, 2026, respectively. |

  101. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END TABLE

    | (3) Reflects the number of shares of restricted Class A common stock that were issued on June 3, 2024, upon satisfaction of the performance measures prescribed for the performance-based restricted stock awards granted on July 22, 2021. 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. |

  102. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END TABLE

    | (4) Market value for the PBRSU awards was determined by multiplying the number of Class A shares by $49.07 (the closing price of our Class A common stock on April 30, 2024). |

  103. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END TABLE

    | (5) Amounts shown represent the estimated payout of PBRSUs based on a performance multiplier of 100% of target for the awards granted in fiscal 2023 and fiscal 2024. 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. |

  104. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END TABLE

    | (6) Market value for the PBRSU awards was determined by multiplying the number of Class A shares by $49.07 (the closing price of our Class A common stock on April 30, 2024). |

  105. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table shows all SSAR awards exercised by the NEOs during fiscal 2024 and the value realized upon exercise, as well as all stock awards in which our NEOs vested during fiscal 2024 and the value realized upon vesting.

  106. FISCAL 2024 OPTION EXERCISES AND STOCK VESTED TABLE

    FISCAL 2024 OPTION EXERCISES AND STOCK VESTED TABLE

  107. FISCAL 2024 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) | Number of Class B Shares Acquired on Vesting(4) | Value Realized on Vesting(5) | | Lawson E. Whiting(6) | 2,984 | $305,109 | 14,832 | – | $977,132 | | Leanne D. Cunningham | – | – | – | – | – | | Marshall B. Farrer | – | – | – | 368 | 23,953 | | Matthew E. Hamel(7) | 7,565 | 755,123 | 1,388 | – | 91,441 | | Thomas W. Hinrichs | – | – | 1,066 | – | 70,228 |

  108. FISCAL 2024 OPTION EXERCISES AND STOCK VESTED TABLE

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

  109. FISCAL 2024 OPTION EXERCISES AND STOCK VESTED TABLE

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

  110. FISCAL 2024 OPTION EXERCISES AND STOCK VESTED TABLE

    | (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. FISCAL 2024 OPTION EXERCISES AND STOCK VESTED TABLE

    | (4) The grant date for all awards of Class A and Class B common PBRSUs shown in the table was July 30, 2020. The vesting date was June 1, 2023, and the closing price of the relevant class of common stock on April 28, 2023, was used to determine value realized upon vesting. |

  112. FISCAL 2024 OPTION EXERCISES AND STOCK VESTED TABLE

    | (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 28, 2023, was $65.88. The closing price of our Class B common stock on April 28, 2023 was $65.09. |

  113. FISCAL 2024 OPTION EXERCISES AND STOCK VESTED TABLE

    | (6) Mr. Whiting exercised 15,601 SSAR awards on March 12, 2024. |

  114. FISCAL 2024 OPTION EXERCISES AND STOCK VESTED TABLE

    | (7) Mr. Hamel exercised 8,538 SSAR awards on July 31, 2023, 8,538 SSAR awards on October 31, 2023, 8,538 SSAR awards on January 31, 2024, and 8,541 SSAR awards on April 30, 2024. |

  115. 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, 2024. These plans are described below the table.

  116. FISCAL 2024 PENSION BENEFITS TABLE

    FISCAL 2024 PENSION BENEFITS TABLE

  117. FISCAL 2024 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 | 26.83 | $880,013 | $– | | | Non-Qualified | 26.83 | 7,544,101 | – | | Leanne D. Cunningham | Qualified | 28.83 | 880,394 | – | | | Non-Qualified | 28.83 | 1,596,573 | – | | Marshall B. Farrer | Qualified | 25.83 | 741,832 | – | | | Non-Qualified | 25.83 | 946,836 | – | | Matthew E. Hamel | Qualified | 16.50 | 883,402 | – | | | Non-Qualified | 16.50 | 1,965,182 | – | | Thomas W. Hinrichs(2)(3) | Germany | 27.67 | 938,618 | – |

  118. FISCAL 2024 PENSION BENEFITS TABLE

    | (1) Actuarial present value of each NEO’s accumulated pension benefit as of our FASB ASC Topic 715 measurement date, April 30, 2024, using a 5.7% discount rate, expected retirement age of 65, except for Mr. Hamel with a commencement date of June 1, 2024 following a May 1, 2024 retirement date and amount weighted rates from the PRI-2012 mortality study projected generationally from 2012 with scale MP-2021 for annuities and 2024 417 (e) mortality table for lump sums as of April 30, 2024. |

  119. FISCAL 2024 PENSION BENEFITS TABLE

    | (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. FISCAL 2024 PENSION BENEFITS TABLE

    | (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, 2023 to April 30, 2024 of $1 to €1.08283. |

  121. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation The following table provides information on Savings Plan contributions and earnings for our NEOs for fiscal 2024.

  122. FISCAL 2024 NON-QUALIFIED DEFERRED COMPENSATION TABLE

    FISCAL 2024 NON-QUALIFIED DEFERRED COMPENSATION TABLE

  123. FISCAL 2024 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 | 20,971 | – | 40,717 | (47,423) | 494,367 | | Marshall B. Farrer | – | – | 1,167 | – | 21,072 | | Matthew E. Hamel | – | – | – | – | – | | Thomas W. Hinrichs(5) | – | – | – | – | – |

  124. FISCAL 2024 NON-QUALIFIED DEFERRED COMPENSATION TABLE

    | (1) Contributions shown in this column are included in each NEO’s compensation reported in the Fiscal 2024 Summary Compensation Table, under “Salary” for the current fiscal year or under “Non-Equity Incentive Plan Compensation” in the previous fiscal year. |

  125. FISCAL 2024 NON-QUALIFIED DEFERRED COMPENSATION TABLE

    | (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 2024 Summary Compensation Table because the Savings Plan does not provide for above-market or preferential earnings. |

  126. FISCAL 2024 NON-QUALIFIED DEFERRED COMPENSATION TABLE

    | (3) Ms. Cunningham made a withdrawal from the Savings Plan in fiscal 2024, as allowed under its terms and conditions. |

  127. FISCAL 2024 NON-QUALIFIED DEFERRED COMPENSATION TABLE

    | (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. FISCAL 2024 NON-QUALIFIED DEFERRED COMPENSATION TABLE

    | (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. FISCAL 2024 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE(1)

    FISCAL 2024 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE(1)

  131. FISCAL 2024 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 | $– | $20,850 | $2,061,600 | $3,432,353 | $4,902,486 | – | $10,417,289 | | Involuntary Termination for Cause | – | – | – | – | – | – | – | | Involuntary Termination Not for Cause | – | 20,850 | 2,061,600 | 3,432,353 | 4,902,486 | – | 10,417,289 | | Retirement | – | 20,850 | 2,061,600 | 3,432,353 | 4,902,486 | – | 10,417,289 | | Death | 3,000,000 | 20,850 | 1,600,000 | 3,454,024 | 5,484,309 | – | 13,559,183 | | Change-in-Control | – | – | – | – | – | – | – | | Termination Upon Change-in-Control | – | 20,850 | 1,600,000 | 3,454,024 | 5,484,309 | – | 10,559,183 | | Leanne D. Cunningham | | | | | | | | | Voluntary Termination | – | – | – | – | – | – | – | | Involuntary Termination for Cause | – | – | – | – | – | – | – | | Involuntary Termination Not for Cause | – | 11,033 | 732,838 | 537,577 | 994,305 | – | 2,275,753 | | Retirement | – | 11,033 | 732,838 | 537,577 | 994,305 | – | 2,275,753 | | Death | 3,000,000 | 11,033 | 575,000 | 540,265 | 1,066,487 | – | 5,192,785 | | Change-in-Control | – | – | – | – | – | – | – | | Termination Upon Change-in-Control | – | 11,033 | 575,000 | 540,265 | 1,066,487 | – | 2,192,785 | | Marshall B. Farrer | | | | | | | | | Voluntary Termination | – | – | – | – | – | – | – | | Involuntary Termination for Cause | – | – | – | – | – | – | – | | Involuntary Termination Not for Cause | – | 8,790 | 473,477 | 406,129 | 535,648 | – | 1,424,044 | | Retirement | – | 8,790 | 473,477 | 406,129 | 535,648 | – | 1,424,044 | | Death | 1,587,000 | 8,790 | 371,500 | 407,992 | 585,650 | – | 2,960,932 | | Change-in-Control | – | – | – | – | – | – | – | | Termination Upon Change-in-Control | – | 8,790 | 371,500 | 407,992 | 585,650 | – | 1,373,932 |

  132. FISCAL 2024 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 | | Matthew E. Hamel(7) | | | | | | | | | Voluntary Termination | – | 10,317 | 454,487 | 456,630 | 581,725 | – | 1,503,159 | | Involuntary Termination for Cause | – | – | – | – | – | – | – | | Involuntary Termination Not for Cause | – | 10,317 | 454,487 | 456,630 | 581,725 | – | 1,503,159 | | Retirement | – | 10,317 | 454,487 | 456,630 | 581,725 | – | 1,503,159 | | Death | 2,922,000 | 10,317 | 356,600 | 459,550 | 660,090 | – | 4,408,557 | | Change-in-Control | – | – | – | – | – | – | – | | Termination Upon Change-in-Control | – | 10,317 | 356,600 | 459,550 | 660,090 | – | 1,486,557 | | Thomas W. Hinrichs(7) | | | | | | | | | Voluntary Termination | – | 8,929 | 566,518 | 336,754 | 442,023 | – | 1,354,224 | | Involuntary Termination for Cause | – | – | – | – | – | – | – | | Involuntary Termination Not for Cause | – | 8,929 | 566,518 | 336,754 | 442,023 | – | 1,354,224 | | Retirement | – | 8,929 | 566,518 | 336,754 | 442,023 | – | 1,354,224 | | Death | 1,016,794 | 8,929 | 444,502 | 338,922 | 506,697 | – | 2,315,844 | | Change-in-Control | – | – | – | – | – | – | – | | Termination Upon Change-in-Control | – | 8,929 | 444,502 | 338,922 | 506,697 | – | 1,299,050 |

  133. FISCAL 2024 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE(1)

    | (1) Death benefit includes amounts provided by Brown-Forman as an insurance benefit (generally available to all salaried employees) and additional amounts elected and paid for by each NEO as optional insurance coverage. |

  134. FISCAL 2024 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE(1)

    | (2) Pro-rated holiday bonus is provided in the event of involuntary termination not for cause, retirement, death/permanent disability, and termination upon change in control. Holiday bonus is calculated based on a December 1 to November 30 payment cycle. |

  135. FISCAL 2024 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE(1)

    | (3) A pro-rated portion of short-term cash incentives may continue, or be immediately earned and promptly paid out, as described below in the event of involuntary termination not for cause, retirement, death/permanent disability, and termination upon change in control. In the event of retirement or involuntary termination not for cause, awards are based on actual company performance and are paid at the same time and in the same manner as to active employees. Short-term cash incentives shown for retirement or involuntary termination not for cause are performance-adjusted awards paid for fiscal 2024. In the event of death/permanent disability or termination upon a change in control, awards are paid as soon as practicable after termination at a target level of performance and are shown at target in the table. Awards shown are not pro-rated because termination is assumed to have occurred on the last day of our fiscal year. |

  136. FISCAL 2024 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE(1)

    | (4) A pro-rated portion of long-term cash incentives may continue, or be immediately earned and promptly paid out, as described below, in the event of involuntary termination not for cause, retirement, death/permanent disability, or termination upon a change in control. In the event of retirement or involuntary termination not for cause, awards remain outstanding, and amounts earned, if any, are based on actual company performance and are generally paid at the same time and in the same manner as to active employees. Values shown for long-term cash incentives in situations of retirement or involuntary termination not for cause are based on actual payouts for the performance period that ended in fiscal 2024. Achievement of the performance measures for the outstanding long-term incentive awards granted in fiscal 2023 and 2024 are still highly uncertain, and we are unable to provide a narrow estimate of the possible payouts. Therefore, awards granted in fiscal 2023 and 2024 are shown at an estimated payout of 100% of target, even though actual payouts may vary between 0% and 200% of target. In the event of death/ permanent disability or termination upon a change in control, awards are paid as soon as practicable after termination at a target level of performance. |

  137. FISCAL 2024 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE(1)

    | (5) A pro-rated portion of PBRSU awards may continue, or vest and be promptly paid out, as described below, in the event of involuntary termination not for cause, retirement, death/permanent disability, or termination upon a change in control. In the event of retirement or involuntary termination not for cause, awards remain outstanding, and amounts earned, if any, are based on actual company performance and are generally paid at the same time and in the same manner as to active employees. The performance measure of our PBRSUs is based on TSR relative to the S&P 500 Consumer Staples Index over a three-year performance period. The market has been volatile during both the open performance periods, and, based on this uncertainty, we are unable to provide a narrow estimate of the possible payout results. Values shown for PBRSUs granted in fiscal 2022 in instances of retirement or involuntary termination not for cause are based on the April 30, 2024, market value of restricted shares in fiscal 2021 at actual payout. Awards granted in 2023 and 2024 are shown at an estimated payout of 100% of target, even though actual payouts may vary between 0% and 150% of target. In the event of death/permanent disability or termination upon a change in control, awards are paid as soon as practicable after termination at the target level of performance. |

  138. FISCAL 2024 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE(1)

    | (6) Continued vesting of a pro-rated portion of SSARs is provided in the event of involuntary termination not for cause, retirement, or death/permanent disability. In the event of retirement or involuntary termination not for cause, SSARs become vested at the same time and in the same manner as they do for active employees. In the event of retirement, SSARs must be exercised by the sooner of the original expiration date or the end of seven years following the date of retirement. Employees terminated not for cause must exercise their SSARs by the sooner of the original expiration date or 12 months following vesting or, if vested, 12 months following termination. In the event of death/permanent disability, SSARs vest immediately and must be exercised by the sooner of the original expiration date or five years following the date of death or termination due to disability. In the event of a termination following a change in control, SSARs vest immediately and remain exercisable until 30 days following the originally scheduled vesting date. Awards granted in the year of termination are adjusted pro-rata based on the time worked during the fiscal year. Awards shown are not pro-rated because termination is assumed to have occurred on the last day of our fiscal year. Amounts shown represent the value realized upon vesting or non-forfeitability of nonvested SSARs based upon the difference between the exercise price and the closing price of our Class B common stock on April 30, 2024. |

  139. FISCAL 2024 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE(1)

    | (7) As retirement-eligible NEOs, Mr. Whiting, Mr. Hamel and Mr. Hinrichs would each be treated as a retiree in the event of a voluntary termination. Mr. Hamel retired on May 1, 2024, and Mr. Hinrichs announced he will retire on June 30, 2024. In addition to the payments reflected in the table above, Mr. Hinrichs will receive payments of $127,000 per month for consulting services under an agreement with the Company commencing July 1, 2024, and ending April 30, 2025. |

  140. FISCAL 2024 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE(1)

    | (8) The amount shown for Death Benefit, Holiday Bonus, STC and LTC is the U.S.-dollar equivalent based on the Bloomberg average exchange rate from May 1, 2023, through April 30, 2024, of $1 to €1.08283. The amount shown for PBRSUs and SSARs is the U.S.-dollar equivalent based on the average exchange rate applied at the grant date of each outstanding award. |

  141. STOCK OWNED BY DIRECTORS AND EXECUTIVE OFFICERS

    STOCK OWNED BY DIRECTORS AND EXECUTIVE OFFICERS The following table sets forth, as of April 30, 2024, 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, 2024, there were 169,108,086 shares of Class A common stock and 303,491,986 shares of Class B common stock outstanding.

  142. PAY RATIO DISCLOSURE

    PAY RATIO DISCLOSURE

  143. 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 2024, the annual total compensation for our CEO, Mr. Whiting, was $13,194,160 as disclosed in the Fiscal 2024 Summary Compensation Table on page 50. In order to determine the annual total compensation of our median employee, Brown-Forman:

  144. CEO Pay Ratio

    | • | Identified our global employee population as of February 1, 2024. |

  145. 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, 2023, to December 31, 2023. |

  146. CEO Pay Ratio

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

  147. 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 2024 Summary Compensation Table. |

  148. 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 2024 received annual total compensation of $57,220 in fiscal 2024. Consequently, the ratio of the annual total compensation for our CEO to the annual total compensation for our median employee in fiscal 2024 was 231-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 30.

  149. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE

  150. 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 reported net income, our underlying net sales growth and underlying operating income growth for the last four fiscal years.

  151. FISCAL 2024 PAY VS PERFORMANCE

    FISCAL 2024 PAY VS PERFORMANCE

  152. FISCAL 2024 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)(5) | Reported Net Income (in millions) | Underlying Net Sales Growth | Underlying Operating Income Growth | | 2024 | $13,194,160 | $5,788,644 | $2,895,924 | $1,878,251 | $82 | $150 | $1,024 | 4% | 12% | | 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 | 2,709,954 | 124 | 123 | 903 | 6% | 4% |

  153. FISCAL 2024 PAY VS PERFORMANCE

    | (1) The PEO for each of fiscal 2021, 2022, 2023 and 2024 was Mr. Whiting . |

  154. FISCAL 2024 PAY VS PERFORMANCE

    | (2) The non-PEO NEOs in fiscal 2024 were Ms. Cunningham, Mr. Farrer, Mr. Hamel and Mr. Hinrichs. The non-PEO NEOs in fiscal 2023 were Ms. Cunningham, Mr. Hinrichs, Mr. Hamel, and Ms. Hawley. The non-PEO NEOs in fiscal 2022 were Ms. Cunningham, Mr. Hinrichs, Mr. Hamel, Ms. Hawley, and Jane Morreau. The non-PEO NEOs in fiscal 2021 were Ms. Morreau, Mr. Hinrichs, Mr. Hamel, and Ms. Hawley. |

  155. Brown-Forman

    | (3) SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine CAP as reported in the Pay versus Performance Table. CAP 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, CAP 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, 2024 or, if earlier, the vesting date (rather than the grant date) and factor in dividends and interest accrued with respect to such awards. 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. The following table detail the applicable adjustments: |