DEF 14A of Brown Forman Corp, Jun 20, 2025

DEF 14A of Brown Forman Corp

Filed Jun 20, 20250001193125-25-143663

Open on EDGAR

  1. IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JULY 24, 2025

    | 20 | | Proposal 1: Election of Directors | | 24 | | Director Compensation |

  2. IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JULY 24, 2025

    | 45 | Summary Compensation | | 47 | Grants of Plan-Based Awards | | 48 | Outstanding Equity Awards | | 51 | Option Exercises and Stock Vested | | 51 | Pension Benefits | | 53 | Non-Qualified Deferred Compensation | | 53 | Potential Payments Upon Termination or Change in Control |

  3. IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JULY 24, 2025

    | 57 | | Stock Ownership | | 60 | | Pay Ratio Disclosure | | 61 | | Pay Versus Performance | | 64 | | Audit Matters | | 66 | | Other Information | | 67 | | Appendix A: Non-GAAP Financial Measures |

  4. 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 20.

  5. Our Director Nominees to the Board

    | BOARD NOMINEES | COMMITTEE MEMBERSHIP AS OF APRIL 30, 2025 | | | | | | | Nominee Name & Occupation | Director Since | Director Category | Audit | Comp | Corp Gov & Nom | Exec | | Campbell P. Brown Chair of the Board, Brown-Forman Corporation | 2016 | BF | | | ● | C | | Elizabeth M. Brown Former President, Dendrifund, Inc. | 2023 | BF | | | | | | Mark A. Clouse President, Washington Commanders | 2022 | I | | ● | | | | Marshall B. Farrer Executive Vice President, Chief Strategic Growth Officer, Brown-Forman Corporation | 2016 | BF,M | | | | | | W. Austin Musselman, Jr. Managing Member, White Oak Investments LLC, and Owner and Manager, Ashbourne Farms | 2024 | BF | | | | | | Michael J. Roney Retired Chief Executive Officer, Bunzl plc | 2014 | I | C | | ● | | | Jan E. Singer Former Chief Executive Officer, J.Crew | 2022 | I | | C | ● | | | Tracy L. Skeans Chief Operating Officer and Chief People & Culture Officer, Yum! Brands, Inc. | 2018 | I | | ● | C | | | Elizabeth A. Smith Executive Chair, Revlon Group Holdings LLC | 2023 | I | ● | | | | | Michael A. Todman Retired Vice Chairman, Whirlpool Corporation | 2014 | I | ● | | ● | ● | | Lawson E. Whiting President and Chief Executive Officer, Brown-Forman Corporation | 2018 | M | | | | ● |

  6. Our Director Nominees to the Board

    BF=Brown Family Director M=Management Director I=Independent Director C=Committee Chair ●=Committee Member Fiscal 2025 14.4% return on average invested capital $420M total returned to stockholders through regular dividends In an increasingly complex environment, it is more critical than ever for us to lean into the source of our strength. In fiscal 2025, we made strategic, forward-looking decisions—investing in key brands and geographies, sharpening our focus, and strengthening our capabilities— I remain confident in our strategy, our people, and our resilience as we navigate the future. Lawson E. Whiting President and Chief Executive Officer 7 2025 Proxy Statement and Notice of Annual Meeting of Stockholders Annual Meeting

  7. Our Board of Directors

    Our Board of Directors 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 overseeing our corporate strategy; financial condition; executive compensation policies and practices; enterprise risk management; and retaining, evaluating, and planning for the succession of the Chief Executive Officer and Chair of the Board. The Board may hire independent advisors to help it perform its duties.

  8. 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 the Company and all of its stockholders. We believe all Brown-Forman directors should possess the highest personal and professional ethics, integrity, and values. Brown-Forman directors should 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 we benefit from having a significant number of independent directors despite the fact that, as a “controlled company,” we are not required to have a majority of independent directors. See “Our Independent Directors” on the next page to learn more. The goal is to maintain a well-balanced board composition that combines a variety of diverse experiences, backgrounds, skills, and perspectives, enabling the Board to guide Brown-Forman effectively in the pursuit of our strategic objectives. In evaluating potential Board candidates, the Corporate Governance and Nominating Committee considers a variety of factors, such as an individual’s independence, experience (business, professional, and/or public service), relevant industry knowledge, relationships, business judgment, financial expertise, international experience, leadership skills, 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 its process for identifying and selecting Board members is appropriate and effective. Stockholders wishing to suggest director candidates to the Corporate Governance and Nominating Committee for consideration 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 director candidates submitted by stockholders will be evaluated in the same manner as all other director candidates. 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. 11 2025 Proxy Statement and Notice of Annual Meeting of Stockholders

  9. Board Composition

    Board Composition

  10. HOW OUR CONTROLLED-COMPANY STATUS

    HOW OUR CONTROLLED-COMPANY STATUS

  11. AFFECTS OUR BOARD

    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, such as Wolf Pen Branch. 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 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 fully comply with NYSE requirements regarding the independence and qualifications of our Audit Committee members.

  12. 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 Marshall B. Farrer and Lawson E. Whiting are not independent because they are members of Brown-Forman management. The Board elected not to make a determination with respect to the independence of Campbell P. Brown, Elizabeth M. Brown, or W. Austin Musselman, Jr.

  13. 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, Brown family directors 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. Board service also 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 W. Austin Musselman, Jr.

  14. 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. On April 25, 2025, Mr. Farrer announced his intent to resign from his management role at the Company immediately following the Annual Meeting in connection with assuming the role of Chair of the Board. FOLLOWING THE ANNUAL MEETING: TENURE ON BOARD 5 0-5 years 4 6-10 years 2 10+ years AGE MIX 7 directors are age 52-60 4 directors are age 61+ COMPOSITION 6 Independent 4 Brown Family 1 Management

  15. Brown-Forman Director Nominees

    Brown-Forman Director Nominees I=Independent BF=Brown Family BFM=Brown Family & Management M=Management

  16. Nominees

    Nominees

  17. Nominees

    | CAMPBELL P. BROWN Director since 2016 Age 57 | CURRENT AND PAST POSITIONS Positions with Brown-Forman and affiliates: • Chair of the Board since 2021 • Senior Vice President, President and Managing Director of Old Forester, our founding brand, 2015 to 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 Türkiye • Various other positions over a 28-year career • Founding Member, Brown-Forman/Brown Family Shareholders Committee, 2007 to 2018; Co-Chair since 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 • Republic Bancorp. Inc. (Nasdaq: RBCAA), 2020 to 2021 • Kentucky Distillers Association, 2016 to 2021 • Republic Bank and Trust Company, 2008 to 2021 COMMITTEES • Executive (Chair) • Corporate Governance and Nominating |

  18. Nominees

    | ELIZABETH M. BROWN Director since 2023 Age 59 | CURRENT AND PAST POSITIONS Dendrifund, Inc. (an environmental sustainability foundation created by Brown-Forman and the Brown family), Former President and Director, 2019 to April 2024 Jack Daniel’s Properties, Inc., Director since 2018 Owner and operator of various agribusiness ventures | 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 |

  19. Nominees

    | MARK A. CLOUSE Director since 2022 Age 57 | CURRENT AND PAST POSITIONS Washington Commanders, President since February 2025 Campbell Soup Company, President and Chief Executive Officer, 2019 to January 2025 Pinnacle Foods Inc., Chief Executive Officer, 2016 to 2018 Mondelēz International, Inc., Chief Commercial Officer, January to May 2016; Chief Growth Officer, 2014 to 2016; Executive Vice 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 DIRECTORSHIPS • Campbell Soup Company (NYSE: CPB), 2019 to January 2025 COMMITTEE • Compensation |

  20. Nominees

    | MARSHALL B. FARRER Director since 2016 Age 54 | CURRENT AND PAST POSITIONS Positions with Brown-Forman and affiliates: • Executive Vice President, Chief Strategic Growth Officer since March 2024 • Executive Vice President, Chief Strategic Growth Officer and President, Europe, 2023 to March 2024 • Senior Vice President, President, Europe, 2020 to 2022 • Senior Vice President, Managing Director, Global Travel Retail and Developed APAC Region, 2018 to 2020 • Senior Vice President, Managing Director, Global Travel Retail, 2015 to 2018 • Vice President, Managing Director, Jack Daniel’s Tennessee Honey, 2014 to 2015 • Other sales and marketing management positions over a 27-year Brown-Forman career • Founding Member, Brown-Forman/Brown Family Shareholders Committee, 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 OTHER DIRECTORSHIPS • The Duckhorn Portfolio, Inc. (NYSE: NAPA), May 2024 to January 2025 |

  21. Nominees

    | W. AUSTIN MUSSELMAN, JR. Director since 2024 Age 53 | CURRENT AND PAST POSITIONS White Oak Investments LLC (private holding company that developed Haymarket, a retail chain of stores with an emphasis on locally-sourced products), Managing Member since 2005 Ashbourne Farms (fourth-generation working farm in La Grange, Kentucky), Owner and Manager since 1999 Highland Development Group Partners III LLC (residential real estate company), Owner and Manager since 2007 Brown-Forman and affiliates, Founding Member, Brown-Forman/Brown Family Shareholders Committee, 2007 to 2018 | QUALIFICATIONS AND SKILLS • Extensive experience in family governance, business operations, and entrepreneurial management • Experience serving on numerous civic and for-profit boards • 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 • The Glenview Trust Company since 2018 • The Brown-Forman Foundation, 2018 to 2021 |

  22. Nominees

    | 21 | | 2025 Proxy Statement and Notice of Annual Meeting of Stockholders |

  23. Nominees

    | MICHAEL J. RONEY Director since 2014 Age 71 | 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, 2016 to May 2024 • Bunzl plc, 2003 to 2016 • Johnson Matthey plc, 2007 to 2014 COMMITTEES • Audit (Chair) • Corporate Governance and Nominating |

  24. Nominees

    | JAN E. SINGER Director since 2022 Age 61 | CURRENT AND PAST POSITIONS J. Crew, Former 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, sustainability, legal, and human resources functions • Strategic talent and organizational development OTHER DIRECTORSHIPS • Acushnet Holdings Corp. (NYSE: GOLF) since 2021 • Kate Spade & Company, 2015 to 2017 • Supernova Partners Acquisition Company III, Ltd., 2021 to 2023 COMMITTEES • Compensation (Chair) • Corporate Governance and Nominating |

  25. Nominees

    | TRACY L. SKEANS Director since 2018 Age 52 | CURRENT AND PAST POSITIONS Positions with Yum! Brands, Inc. and affiliates: • Chief Operating Officer and Chief People & Culture 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 • Corporate Governance and Nominating (Chair) • Compensation |

  26. Nominees

    | ELIZABETH A. SMITH Director since 2023 Age 62 | CURRENT AND PAST POSITIONS Revlon Group Holdings LLC, Executive Chair since May 2023; Interim Chief Executive Officer, 2023 to November 2024 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 2023 • Hilton Worldwide Holdings Inc. (NYSE: HLT) since 2013 • Authentic Brands Group, 2023 to March 2025 • Bloomin’ Brands Inc. (Nasdaq: BLMN), 2019 to 2023 • The Gap, Inc. (NYSE: GPS), 2020 to 2021 COMMITTEE • Audit |

  27. Nominees

    | MICHAEL A. TODMAN Director since 2014 Lead Independent Director since 2023 Age 67 | 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 • Mondelēz International, Inc. (Nasdaq: MDLZ) since 2020 • Carrier Global Corporation (NYSE: CARR) since 2020 • Prudential Financial, Inc. (NYSE: PRU) since 2016 • Newell Brands Inc. (Nasdaq: NWL), 2007 to 2020 COMMITTEES • Audit • Corporate Governance and Nominating • Executive |

  28. Nominees

    | LAWSON E. WHITING Director since 2018 Age 57 | 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 during his 28-year career QUALIFICATIONS AND SKILLS • In-depth knowledge of Brown-Forman’s business, operations, and strategy gained over his Brown-Forman career • Extensive knowledge of the beverage alcohol industry • Operations and financial experience • Strategic thinking, leadership, management, consensus-building, and communication skills OTHER DIRECTORSHIPS • Keurig Dr Pepper Inc. (Nasdaq: KDP) since April 2025 • The Brown-Forman Foundation since March 2019 COMMITTEE • Executive |

  29. Nominees

    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 first-cousin relationships (a) between Campbell P. Brown and Marshall B. Farrer, and (b) between Elizabeth M. Brown and W. Austin Musselman, Jr. 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.

  30. Nominees

    | 23 | | 2025 Proxy Statement and Notice of Annual Meeting of Stockholders |

  31. Nominees

    Director Compensation

  32. DIRECTOR COMPENSATION STRUCTURE

    DIRECTOR COMPENSATION STRUCTURE

  33. DIRECTOR COMPENSATION STRUCTURE

    | PAY ELEMENT | | AMOUNT | | | Board Retainer | | $235,000 | total | | The Board retainers are paid in cash and equity. Directors who have not satisfied our stock ownership guidelines must receive at least 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. 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 prorated DSU award for the portion of the prior Board Year served. | | $80,000 | cash | | | | $155,000 | equity (DSU) | | Meeting Fees | | $5,000 | per meeting | | No fee is paid unless the director attends more than eight Board meetings. | Board | $2,500 | per virtual 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 virtual 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 | | $45,000 | | | Paid in six installments over the Board Year. | | | | | Non-Employee Chair of the Board Retainer | | $490,000 | | | Paid in six installments over the Board Year. | | | |

  34. FISCAL 2025 DIRECTOR COMPENSATION

    FISCAL 2025 DIRECTOR COMPENSATION The following table shows the compensation of non-employee directors for their service in fiscal 2025.

  35. FISCAL 2025 DIRECTOR COMPENSATION TABLE

    FISCAL 2025 DIRECTOR COMPENSATION TABLE

  36. FISCAL 2025 DIRECTOR COMPENSATION TABLE

    | NAME | FEES EARNED OR PAID IN CASH (1) | DSU AWARDS(2)(3) | ALL OTHER COMPENSATION(4) | TOTAL | | Campbell P. Brown | $345,000 | $400,000 | $1,552 | $746,552 | | Elizabeth M. Brown | 58,750 | 235,000 | 8,450 | 302,200 | | Stuart R. Brown (5) | — | — | 929 | 929 | | Mark A. Clouse | 45,000 | 215,000 | 17,208 | 277,208 | | W. Austin Musselman, Jr. | 180,672 | — | 830 | 181,502 | | Michael J. Roney | 124,167 | 175,000 | 10,231 | 309,398 | | Jan E. Singer | 137,500 | 155,000 | — | 292,500 | | Tracy L. Skeans | 140,833 | 155,000 | 1,407 | 297,240 | | Elizabeth A. Smith | 25,000 | 235,000 | 19,815 | 279,815 | | Michael A. Todman | 173,333 | 155,000 | — | 328,333 |

  37. FISCAL 2025 DIRECTOR COMPENSATION TABLE

    | (1) Amounts in this column reflect fees earned during fiscal 2025 and include the 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. |

  38. FISCAL 2025 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 fiscal 2025 were granted on July 25, 2024. The closing price of our Class A common stock on that date was $45.99. On dividend payment dates, outstanding DSUs are credited with dividend-equivalent DSUs. |

  39. FISCAL 2025 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, 2025, is set forth below. Annual grants of DSUs vest over the course of the Board Year. |

  40. FISCAL 2025 DIRECTOR COMPENSATION TABLE

    | NAME | DSUs (CLASS A) | DSUs (CLASS B) | SSARs (CLASS B) | | Campbell P. Brown | 26,609 | — | 37,411 | | Elizabeth M. Brown | 5,200 | — | — | | Stuart R. Brown | 12,040 | — | — | | Mark A. Clouse | 9,431 | — | — | | W. Austin Musselman, Jr. | — | — | — | | Michael J. Roney | 39,804 | 4,431 | — | | Jan E. Singer | 8,872 | — | — | | Tracy L. Skeans | 25,199 | — | — | | Elizabeth A. Smith | 10,230 | — | — | | Michael A. Todman | 29,612 | 3,000 | — |

  41. FISCAL 2025 DIRECTOR COMPENSATION TABLE

    | (4) Reflects (i) stipend amounts paid during fiscal 2025 to directors who traveled to an overseas location for Board and committee meetings, (ii) Product Promotion, (iii) continuing education allowance payments, and (iv) expenses paid by the Company in connection with sporting events (applicable only for Mr. Clouse and Ms. Smith). |

  42. FISCAL 2025 DIRECTOR COMPENSATION TABLE

    | (5) Mr. Stuart R. Brown retired from the Board on July 25, 2024. |

  43. FISCAL 2025 DIRECTOR COMPENSATION TABLE

    Proposal 2: Ratification of the Selection of the Independent Registered Public Accounting Firm for Fiscal 2026 The Audit Committee is solely responsible for the appointment, replacement, and compensation of the independent registered public accounting firm and oversees that firm's qualifications, independence, and performance. The Audit Committee has selected Ernst & Young LLP (EY) as Brown-Forman's independent registered public accounting firm for the fiscal year ending April 30, 2026, and has directed that management submit such selection to stockholders for ratification at the Annual Meeting. Stockholder ratification of the selection of EY as Brown-Forman's independent registered public accounting firm is not required by our By-laws or otherwise. However, we are submitting the selection of EY to stockholders for ratification as a matter of good corporate governance. If stockholders fail to ratify the selection, the Audit Committee will reconsider whether to retain EY. Even if the selection is ratified, the Audit Committee in its discretion may appoint a different independent registered public accounting firm at any time during the fiscal year if it determines that such a change would be in the best interests of Brown-Forman and its stockholders. EY has served as Brown-Forman's independent registered public accounting firm since fiscal 2021. The members of the Audit Committee believe that retaining EY to serve as the independent registered public accounting firm is in the best interests of Brown-Forman and its stockholders. A representative of EY is expected to attend the Annual Meeting, will have an opportunity to make a statement if they desire to do so, and will be available to respond to appropriate questions. The Board unanimously recommends that you vote "FOR" the ratification of Ernst & Young LLP as Brown-Forman's independent registered public accounting firm for the fiscal year ending April 30, 2026. 27 2025 Proxy Statement and Notice of Annual Meeting of Stockholders Compensation Discussion and Analysis As the Compensation Committee of the Board, we believe our executive compensation program successfully attracts, motivates, rewards, and retains a team of talented and high-performing executives, both in the United States and around the world. This Compensation Discussion and Analysis describes our fiscal 2025 compensation program for our Named Executive Officers (NEOs). It should be read together with the compensation tables and related disclosures.

  44. FISCAL 2025 DIRECTOR COMPENSATION TABLE

    | Named Executive Officers LAWSON E. WHITING President and Chief Executive Officer LEANNE D. CUNNINGHAM Executive Vice President and Chief Financial Officer MARSHALL B. FARRER Executive Vice President, Chief Strategic Growth Officer (resigning following the Annual Meeting in connection with assuming the Chair of the Board role) TIMOTHY M. NALL Executive Vice President, Chief Global Supply Chain and Technology Officer JEREMY J. SHEPHERD Executive Vice President, Chief Marketing Officer MATIAS BENTEL Former Executive Vice President, Chief Brands Officer (departed January 1, 2025) THOMAS W. HINRICHS Former Executive Vice President, President, Emerging International (retired June 30, 2024) | Executive Summary FISCAL 2025 BUSINESS PERFORMANCE OVERVIEW We believe the “Source of Our Strength” lies in our world-class portfolio of spirits, talented people, and status as a family-controlled company. While we faced a challenging and dynamic business environment in fiscal 2025, we also made strategic decisions that impacted our portfolio and our people to position Brown-Forman to win in the long term. In fiscal 2025, reported net sales decreased 5%, reported operating income decreased 22%, and diluted earnings per share decreased 14%, primarily due to the absence of our divested brands. Despite short-term headwinds, we remain committed to our stockholders and returned $420 million in cash through regular quarterly dividends in fiscal 2025. We feel that we have the right people, brands, and strategy in place to drive sustainable long-term growth. FISCAL 2025 EXECUTIVE COMPENSATION PROGRAM OVERVIEW We believe our compensation program should tie directly to the Company’s success. The Compensation Committee believes the most relevant measures of our short-term and long-term performance are: • Strong, sustained growth in underlying net sales and underlying operating income; • Our three-year total shareholder return (TSR) and adjusted operating income relative to the S&P 500 Consumer Staples Index; • Stock appreciation; and • Individual performance objectives |

  45. FISCAL 2025 DIRECTOR COMPENSATION TABLE

    Our short-term incentive program is designed to align with the Company's strategic priorities and motivate executives to achieve key business objectives. Our long-term incentive program is designed to emphasize pay for performance and reflect the value created for our stockholders while supporting our business strategies, operational goals, and long-term plans. It is also designed to assist the Company in attracting and retaining executive leadership critical to our long-term success. In addition to underlying net sales and underlying operating income, we believe one of the best measures of long-term value growth is Brown-Forman's TSR, including Brown-Forman's TSR relative to the returns of other companies in the S&P 500 Consumer Staples Index and the broader S&P 500 Index. We show trends in Brown-Forman's underlying net sales and underlying operating income, and how our CEO's total compensation compares with those trends, in the first chart below, and trends in Brown-Forman's TSR compared to other S&P 500 companies, in the second chart below: BROWN-FORMAN UNDERLYING NET SALES (1) VS. UNDERLYING OPERATING INCOME (1) VS. CEO TOTAL COMPENSATION (2) 2023 11% 8% 3% 2024 4% 12% 6% 2025 -2% -3% -8% B-F Underlying Net Sales B-F Underlying Operating Income CEO Total Compensation TSR: BROWN-FORMAN VS. S&P 500 CONSUMER STAPLES INDEX VS. S&P 500 INDEX (3) 1 Year -26% 15% 12% 3 Year -19% 6% 12% 5 Year -10% 12% 16% Brown-Forman S&P 500 Consumer Staples Index S&P 500 Index (1) "Underlying net sales" and "underlying operating income" are 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) Compares trends in Brown-Forman's underlying net sales and underlying operating income with the change in total compensation for our CEO (percent change from prior fiscal year). Compensation amounts include base salary, stock-settled stock appreciation rights, non-equity compensation, and compensation reported in the "All Other Compensation" column in the Fiscal 2025 Summary Compensation Table. Compensation shown also includes the performance-based restricted stock unit award values as reported at the end of the applicable three-year performance period. Total compensation differs from total compensation shown in the Fiscal 2025 Summary Compensation Table required by the SEC in that changes in pension values are excluded. (3) Represents the compound annual growth rate of the Company's TSR, the S&P 500 Consumer Staples Index TSR, and the S&P 500 Index TSR calculated over the specified period. 29 2025 Proxy Statement and Notice of Annual Meeting of Stockholders

  46. FISCAL 2025 DIRECTOR COMPENSATION TABLE

    | Compensation Principles and Objectives Our compensation program focuses on the following key principles: (a) pay for performance; (b) attract and retain talent; and (c) maintain a balanced mix of compensation weighted toward at-risk pay elements. PAY FOR PERFORMANCE Our compensation philosophy emphasizes pay for performance through an executive compensation program designed to align compensation with broader organizational achievements intended to drive stockholder value. We believe aligning pay for performance assists in accomplishing the following four key objectives: • demonstrate value provided to our stockholders; • hold ourselves to a high performance standard; • reinforce an innovative mindset among our leadership team to achieve a competitive advantage in the industry; and • align the interests of our executives with those of stockholders by granting market-aligned, short-term incentives and long-term equity-based incentives that have payouts that correlate to individual and Company performance outcomes. ATTRACT AND RETAIN TALENT In addition to providing appropriate short- and long-term compensation, our executive compensation program is designed to attract, motivate, and encourage retention of an executive leadership team critical to the Company’s success. 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 results for our stockholders. To maintain the competitiveness of our executive compensation program, the Compensation Committee compares Brown-Forman’s compensation practices with a 21-company group to benchmark compensation levels and sets target compensation at the 50th percentile (the Compensation Comparator Group). The Compensation Comparator Group is discussed further on page 42. BALANCED MIX OF COMPENSATION, WEIGHTED TOWARD VARIABLE PAY ELEMENTS The Compensation Committee believes that a balanced compensation structure, weighted toward variable at-risk pay elements, aligns executive compensation with Company performance and stockholder interests. This structure also incorporates appropriate fixed compensation elements necessary to attract, motivate, and retain talent. The graphics on the right show the emphasis placed on pay for performance with variable and at-risk pay elements, such as long-term incentive equity awards and short-term cash incentives based on Company performance metrics for all of our Named Executive Officers in fiscal 2025. | FISCAL 2025 BROWN-FORMAN CEO PAY MIX VS. COMPENSATION COMPARATOR GROUP AND BROWN-FORMAN NEO PAY MIX VS. MARKET MEDIAN Base Salary Short-Term Long-Term BROWN-FORMAN CEO PAY MIX 13% 16% 71% 87% At Risk COMPARATOR CEO PAY MIX 12% 17% 71% 88% At Risk BROWN-FORMAN NEO PAY MIX (excluding the CEO) 22% 37% 41% 63% At Risk AVERAGE MARKET MEDIAN NEO PAY MIX (excluding the CEO) 23% 37% 40% 63% At Risk |

  47. Tracy L. Skeans

    | (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 2025 Pension Benefits Table on page 51 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. |

  48. 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 2025 under our 2022 Omnibus Compensation Plan. For additional information on the fiscal 2025 awards, please see the Compensation Discussion and Analysis, which begins on page 28.

  49. GRANTS OF PLAN-BASED AWARDS

    | FISCAL 2025 GRANTS OF PLAN-BASED AWARDS TABLE | | | | | | | | | | | | | Name | Grant Date | Award Type(1) | Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($)(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (#)(3) | | | All Other Option Awards: Number of Securities Underlying Options (#)(4) | Exercise or Base Price of Option Awards ($)(5) | Grant Date Fair Value of Stock and Option Awards ($)(6) | | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | | Lawson E. Whiting | | STC | $ — | $1,650,000 | $3,300,000 | | | | | | | | | 7/25/2024 | PBRSU | | | | 54,753 | 109,505 | 164,258 | | | $4,624,396 | | | 7/25/2024 | SSAR | | | | | | | 183,445 | $45.07 | 2,366,441 | | Leanne D. Cunningham | | STC | — | 650,000 | 1,300,000 | | | | | | | | | 7/25/2024 | PBRSU | | | | 14,267 | 28,533 | 42,800 | | | 1,204,949 | | | 7/25/2024 | SSAR | | | | | | | 47,799 | 45.07 | 616,607 | | Marshall B. Farrer | | STC | — | 371,500 | 743,000 | | | | | | | | | 7/25/2024 | PBRSU | | | | 6,366 | 12,732 | 19,098 | | | 537,672 | | | 7/25/2024 | SSAR | | | | | | | 21,329 | 45.07 | 275,144 | | Timothy M. Nall | | STC | — | 325,000 | 650,000 | | | | | | | | | 7/25/2024 | PBRSU | | | | 4,820 | 9,640 | 14,460 | | | 407,097 | | | 7/25/2024 | SSAR | | | | | | | 16,149 | 45.07 | 208,322 | | Jeremy J. Shepherd | | STC | — | 333,219 | 666,438 | | | | | | | | | 7/25/2024 | PBRSU | | | | 5,206 | 10,411 | 15,617 | | | 439,657 | | | 7/25/2024 | SSAR | | | | | | | 17,441 | 45.07 | 224,989 | | Matias Bentel(7) | | STC | — | 325,000 | 650,000 | | | | | | | | | 7/25/2024 | PBRSU | | | | 4,820 | 9,640 | 14,460 | | | 407,097 | | | 7/25/2024 | SSAR | | | | | | | 16,149 | 45.07 | 208,322 | | Thomas W. Hinrichs(8) | | STC | — | 442,437 | 884,874 | | | | | | | | | 7/25/2024 | PBRSU | | | | — | — | — | | | — | | | 7/25/2024 | SSAR | | | | | | | — | — | — |

  50. GRANTS OF PLAN-BASED AWARDS

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

  51. GRANTS OF PLAN-BASED AWARDS

    | (2) Amounts represent potential value of the short-term incentive compensation opportunity for the fiscal 2025 performance period. No amounts are payable if threshold underlying operating income and underlying net sales performance levels are not achieved. STC is capped at 200% of target. Please see the “Non-Equity Incentive Plan Compensation” column of the Fiscal 2025 Summary Compensation Table on page 45 for amounts actually paid. These amounts include the short-term cash incentive compensation paid for the one-year performance period ended on April 30, 2025. |

  52. GRANTS OF PLAN-BASED AWARDS

    | (3) Amounts represent the estimated payouts of the PBRSU awards granted in fiscal 2025. 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 2025 will vest following certification by the Compensation Committee regarding whether, and to what extent, the performance goals have been met, which is expected to be on or around June 1, 2027. The estimated possible payouts assume a 50% threshold and 150% maximum payout. |

  53. GRANTS OF PLAN-BASED AWARDS

    | (4) The number of SSARs awarded for fiscal 2025 was determined by dividing the total cash value of each SSAR award by the Black-Scholes value ($12.90) of our Class B common stock as of the close of trading on the date of grant, July 25, 2024. 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 after that (barring certain events that may cause an award to become exercisable earlier). SSARs granted July 25, 2024, become exercisable on May 1, 2027, and expire April 30, 2034. |

  54. 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. |

  55. 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 12 to our audited financial statements for the fiscal year ended April 30, 2025, which is included in our Annual Report on Form 10-K for fiscal 2025. |

  56. GRANTS OF PLAN-BASED AWARDS

    | (7) Due to Mr. Bentel’s departure from the Company on January 1, 2025, 3,213 shares of PBRSUs and 5,383 SSARs were forfeited. The amounts reflected above are the original number of shares granted and do not reflect the forfeitures. |

  57. GRANTS OF PLAN-BASED AWARDS

    | (8) 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, 2024, to April 30, 2025, of €1 to $1.07780. Mr. Hinrichs did not receive any Stock or Options Awards in fiscal 2025 based on the timing of his departure from the Company. |

  58. GRANTS OF PLAN-BASED AWARDS

    | 47 | | 2025 Proxy Statement and Notice of Annual Meeting of Stockholders |

  59. OUTSTANDING EQUITY AWARDS

    OUTSTANDING EQUITY AWARDS The following table lists the outstanding equity awards held by our NEOs as of April 30, 2025. The year-end values shown in the table are based on the April 30, 2025, closing prices for our Class A common stock, $34.61 per share, and our Class B common stock, $34.84 per share.

  60. OUTSTANDING EQUITY AWARDS

    | OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END TABLE | | | | | | | | | | | Name | Grant Date | SSAR Awards(1) | | | | Stock Awards(2) | | | | | | | 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 | 7/28/2016 | 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 | | | | | | | 7/25/2024 | | 183,445 | 45.07 | 4/30/2034 | | | | | | | 7/28/2022 | | | | | 13,004 | $450,068 | | | | | 7/27/2023 | | | | | | | 62,243 | $2,154,230 | | | 7/25/2024 | | | | | | | 109,505 | 3,815,154 | | Leanne D. Cunningham | 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 | | | | | | | 7/25/2024 | | 47,799 | 45.07 | 4/30/2034 | | | | | | | 7/28/2022 | | | | | 2,427 | 83,998 | | | | | 7/27/2023 | | | | | | | 14,040 | 485,924 | | | 7/25/2024 | | | | | | | 28,533 | 994,090 | | Marshall B. Farrer | 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 | | | | | | | 7/25/2024 | | 21,329 | 45.07 | 4/30/2034 | | | | | | | 7/28/2022 | | | | | 1,092 | 37,794 | | | | | 7/27/2023 | | | | | | | 7,727 | 267,431 | | | 7/25/2024 | | | | | | | 12,732 | 443,583 |

  61. OUTSTANDING EQUITY AWARDS

    | OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END TABLE | | | | | | | | | | | Name | Grant Date | SSAR Awards(1) | | | | Stock Awards(2) | | | | | | | 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) | | Timothy M. Nall | 7/27/2017 | 7,768 | | 39.20 | 4/30/2027 | | | | | | | 7/26/2018 | 9,640 | | 53.24 | 4/30/2028 | | | | | | | 7/25/2019 | 9,868 | | 53.88 | 4/30/2029 | | | | | | | 7/30/2020 | 3,008 | | 68.24 | 4/30/2030 | | | | | | | 7/22/2021 | 4,536 | | 70.24 | 4/30/2031 | | | | | | | 7/28/2022 | | 6,747 | 73.61 | 4/30/2032 | | | | | | | 7/27/2023 | | 8,429 | 69.87 | 4/30/2033 | | | | | | | 7/25/2024 | | 16,149 | 45.07 | 4/30/2034 | | | | | | | 7/28/2022 | | | | | 1,016 | 35,164 | | | | | 7/27/2023 | | | | | | | 5,148 | 178,172 | | | 7/25/2024 | | | | | | | 9,640 | 335,858 | | Jeremy J. Shepherd | 7/25/2019 | 895 | | 53.88 | 4/30/2029 | | | | | | | 7/30/2020 | 682 | | 68.24 | 4/30/2030 | | | | | | | 7/22/2021 | 2,055 | | 70.24 | 4/30/2031 | | | | | | | 7/28/2022 | | 6,114 | 73.61 | 4/30/2032 | | | | | | | 7/27/2023 | | 8,429 | 69.87 | 4/30/2033 | | | | | | | 7/25/2024 | | 17,441 | 45.07 | 4/30/2034 | | | | | | | 7/28/2022 | | | | | 920 | 31,841 | | | | | 7/27/2023 | | | | | | | 5,148 | 178,172 | | | 7/25/2024 | | | | | | | 10,411 | 362,719 | | Matias Bentel(7) | 7/27/2017 | 1,409 | | 39.20 | 4/30/2027 | | | | | | | 7/26/2018 | 3,495 | | 53.24 | 4/30/2028 | | | | | | | 7/25/2019 | 4,935 | | 53.88 | 4/30/2029 | | | | | | | 7/30/2020 | 9,546 | | 68.24 | 4/30/2030 | | | | | | | 7/22/2021 | 11,530 | | 70.24 | 4/30/2031 | | | | | | | 7/28/2022 | | 9,511 | 73.61 | 1/1/2032 | | | | | | | 7/27/2023 | | 9,400 | 69.87 | 1/1/2032 | | | | | | | 7/25/2024 | | 10,766 | 45.07 | 1/1/2032 | | | | | | | 7/28/2022 | | | | | 1,432 | 49,562 | | | | | 7/27/2023 | | | | | | | 5,742 | 198,731 | | | 7/25/2024 | | | | | | | 6,427 | 223,917 |

  62. OUTSTANDING EQUITY AWARDS

    | 49 | | 2025 Proxy Statement and Notice of Annual Meeting of Stockholders |

  63. OUTSTANDING EQUITY AWARDS

    | OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END TABLE | | | | | | | | | | | Name | Grant Date | SSAR Awards(1) | | | | Stock Awards(2) | | | | | | | 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) | | Thomas W. Hinrichs(8) | 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 | 6/30/2031 | | | | | | | 7/27/2023 | | 8,628 | 69.87 | 6/30/2031 | | | | | | | 7/28/2022 | | | | | 1,210 | 41,878 | | | | | 7/27/2023 | | | | | | | 5,270 | 182,395 |

  64. 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 after that (barring certain events that may require an award to become exercisable earlier). |

  65. 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 28, 2022, vested on June 2, 2025. The PBRSU awards granted on July 27, 2023, and July 25, 2024, will vest on or about June 1, 2026, and June 1, 2027, respectively. |

  66. OUTSTANDING EQUITY AWARDS

    | (3) Reflects the number of shares of restricted Class A common stock that were issued on June 2, 2025, upon satisfaction of the performance measures prescribed for the performance-based restricted stock awards granted on July 28, 2022. 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. |

  67. OUTSTANDING EQUITY AWARDS

    | (4) Market value for the PBRSU awards was determined by multiplying the number of Class A shares by $34.61 (the closing price of our Class A common stock on April 30, 2025). |

  68. OUTSTANDING EQUITY AWARDS

    | (5) Amounts shown represent the estimated payout of PBRSUs based on a performance multiplier of 100% of target for the awards granted in fiscal 2024 and fiscal 2025. 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. |

  69. OUTSTANDING EQUITY AWARDS

    | (6) Market value for the July 27, 2023, PBRSU awards was determined by multiplying the number of Class A shares by $34.61 (the closing price of our Class A common stock on April 30, 2025). The market value for the July 25, 2024, PBRSU awards was determined by multiplying the number of Class B shares by $34.84 (the closing price of our Class B common stock on April 30, 2025). |

  70. OUTSTANDING EQUITY AWARDS

    | (7) A portion of Mr. Bentel’s July 25, 2024, awards were forfeited due to the timing of his departure from the Company, and the expiration dates for a portion of his outstanding awards were adjusted to seven years following the date of his departure in accordance with the treatment of a retirement event under the applicable award agreement. |

  71. OUTSTANDING EQUITY AWARDS

    | (8) Mr. Hinrichs did not receive a grant on July 25, 2024, due to the timing of his retirement from the Company, and the expiration dates for a portion of his outstanding awards were adjusted to seven years following the date of his departure in accordance with the treatment of a retirement event under the applicable award agreement. |

  72. OPTION EXERCISES AND STOCK VESTED

    OPTION EXERCISES AND STOCK VESTED The following table shows all SSAR awards exercised by the NEOs during fiscal 2025 and the value realized upon exercise, as well as all stock awards in which our NEOs vested during fiscal 2025 and the value realized upon vesting.

  73. OPTION EXERCISES AND STOCK VESTED

    | FISCAL 2025 OPTION EXERCISES AND STOCK VESTED TABLE | | | | | | | Name | SSAR Awards(1) | | Stock Awards(2) | | | | | 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 | – | – | 12,887 | – | $632,365 | | Leanne D. Cunningham | – | – | 1,600 | – | 78,512 | | Marshall B. Farrer | – | – | 1,109 | – | 54,419 | | Timothy M. Nall | – | – | 575 | – | 28,215 | | Jeremy J. Shepherd | – | – | – | 247 | 11,819 | | Matias Bentel | – | – | 1,461 | – | 71,691 | | Thomas W. Hinrichs | – | – | 1,433 | – | 70,317 |

  74. OPTION EXERCISES AND STOCK VESTED

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

  75. OPTION EXERCISES AND STOCK VESTED

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

  76. 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. |

  77. OPTION EXERCISES AND STOCK VESTED

    | (4) The grant date for all awards of Class A and Class B common PBRSUs shown in the table was July 22, 2021. The vesting date was June 3, 2024, and the closing price of the relevant class of common stock on April 30, 2024, was used to determine value realized upon vesting. |

  78. 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 30, 2024, was $49.07. The closing price of our Class B common stock on April 30, 2024, was $47.85. |

  79. 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, 2025. These plans are described below the table.

  80. PENSION BENEFITS

    | FISCAL 2025 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 | 27.83 | $1,027,954 | $ – | | | Non-Qualified | 27.83 | 9,420,676 | – | | Leanne D. Cunningham | Qualified | 29.83 | 1,021,246 | – | | | Non-Qualified | 29.83 | 2,543,181 | – | | Marshall B. Farrer | Qualified | 26.83 | 868,744 | – | | | Non-Qualified | 26.83 | 1,414,965 | – | | Timothy M. Nall | Qualified | 24.42 | 786,909 | – | | | Non-Qualified | 24.42 | 952,751 | – | | Jeremy J. Shepherd | Qualified | 13.67 | 357,729 | – | | | Non-Qualified | 13.67 | 354,539 | – | | Matias Bentel | Qualified | 16.58 | – | 432,360 | | | Non-Qualified | 16.58 | 1,125,177 | – | | Thomas W. Hinrichs (2) (3) | Germany | 28.67 | 818,860 | – |

  81. PENSION BENEFITS

    | (1) Actuarial present value of each NEO’s accumulated pension benefit as of our FASB ASC Topic 715 measurement date, April 30, 2025, using a 5.62% discount rate and expected retirement age of 65, except for Mr. Bentel, whose qualified benefits reflect lump sum payment received in April 2025 and SERP benefit reflects January 1, 2025, termination (commencement at age 55). |

  82. PENSION BENEFITS

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

  83. 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, 2024, to April 30, 2025, of €1 to $1.07780. |

  84. PENSION BENEFITS

    | 51 | | 2025 Proxy Statement and Notice of Annual Meeting of Stockholders |

  85. NON-QUALIFIED DEFERRED COMPENSATION

    NON-QUALIFIED DEFERRED COMPENSATION The following table provides information on Executive Savings Plan (ESP) contributions and earnings for our NEOs for fiscal 2025.

  86. NON-QUALIFIED DEFERRED COMPENSATION

    | FISCAL 2025 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 | – | – | $43,106 | $(49,790) | $487,668 | | Marshall B. Farrer | – | – | 1,308 | – | 22,381 | | Timothy M. Nall | 101,928 | – | 94,705 | – | 1,147,284 | | Jeremy J. Shepherd | – | – | 43,306 | – | 505,346 | | Matias Bentel | 139,812 | – | 36,495 | – | 480,450 | | Thomas W. Hinrichs (5) | – | – | – | – | – |

  87. NON-QUALIFIED DEFERRED COMPENSATION

    | (1) Contributions shown in this column are included in each NEO’s compensation reported in the Fiscal 2025 Summary Compensation Table, under “Salary” for the current fiscal year or under “Non-Equity Incentive Plan Compensation” in the previous fiscal year. |

  88. NON-QUALIFIED DEFERRED COMPENSATION

    | (2) NEOs participating in the ESP 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 ESP 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 2025 Summary Compensation Table because the ESP does not provide for above-market or preferential earnings. |

  89. NON-QUALIFIED DEFERRED COMPENSATION

    | (3) Ms. Cunningham made a withdrawal from the ESP in fiscal 2025, as allowed under its terms and conditions. |

  90. 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 ESP does not provide for above-market or preferential earnings. |

  91. NON-QUALIFIED DEFERRED COMPENSATION

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

  92. 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.

  93. 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 prorated 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 prorated 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 prorated 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 prorated 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 prorated 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 prorated 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 prorated 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. |

  94. 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. |

  95. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | 53 | | 2025 Proxy Statement and Notice of Annual Meeting of Stockholders |

  96. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    CHANGE IN CONTROL AND TERMINATION UPON CHANGE IN CONTROL In the event of a change in control, as defined in the Brown-Forman 2022 Omnibus Plan or the Brown-Forman 2013 Omnibus Plan, as applicable, short-term and long-term incentive compensation cycles continue unaffected, and outstanding options and SSARs become immediately vested but remain exercisable according to their original vesting schedule. In the event an executive’s employment is terminated by Brown-Forman (or its successor) without cause or by the executive within 60 days after a constructive discharge, in either case within one year following a change in control, all outstanding awards become immediately vested and exercisable, restriction periods lapse, and cash awards are paid out based on target performance and pro-rated through the effective date of termination. In the event of a change in control that modifies the capital structure of Brown-Forman (or its successors), the realizable value on exercise of outstanding options and SSARs is subject to adjustment as described in the applicable Omnibus Plan. The following table illustrates the value of compensation available to our NEOs as if their employment were terminated on April 30, 2025, the last day of fiscal 2025, under various scenarios. The compensation included is limited to amounts that would have been payable as a direct result of each specified event. This table excludes the value of pension benefits disclosed in the Fiscal 2025 Pension Benefits Table on page 51 and the amounts payable under deferred compensation plans that are disclosed in the Fiscal 2025 Non-Qualified Deferred Compensation Table on page 53. FISCAL 2025 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE Name Death Benefit ($)(1) Holiday Bonus ($)(2) STC ($)(3) LTC ($)(4) PBRSUs ($)(5) SSARs ($)(6) Total ($) Lawson E. Whiting (7) Voluntary Termination $– $21,284 $521,400 $2,448,223 $6,419,453 – $9,410,360 Involuntary Termination for Cause – – – – – – – Involuntary Termination Not for Cause – 21,284 521,400 2,448,223 6,419,453 – 9,410,360 Retirement – 21,284 521,400 2,448,223 6,419,453 – 9,410,360 Death 3,000,000 21,284 1,650,000 1,787,024 6,826,951 – 13,285,259 Change in Control – – – – – – – Termination Upon Change in Control – 21,284 1,650,000 1,787,024 6,826,951 – 10,285,259 54

  97. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | FISCAL 2025 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE | | | | | | | | | Name | Death Benefit ($)(1) | Holiday Bonus ($)(2) | STC ($)(3) | LTC ($)(4) | PBRSUs ($)(5) | SSARs ($)(6) | Total ($) | | Leanne D. Cunningham (7) | | | | | | | | | Voluntary Termination | $ – | $12,163 | $205,400 | $456,758 | $1,564,013 | – | $2,238,333 | | Involuntary Termination for Cause | – | – | – | – | – | – | – | | Involuntary Termination Not for Cause | – | 12,163 | 205,400 | 456,758 | 1,564,013 | – | 2,238,333 | | Retirement | – | 12,163 | 205,400 | 456,758 | 1,564,013 | – | 2,238,333 | | Death | 3,000,000 | 12,163 | 650,000 | 333,400 | 1,640,016 | – | 5,635,579 | | Change in Control | – | – | – | – | – | – | – | | Termination Upon Change in Control | – | 12,163 | 650,000 | 333,400 | 1,640,016 | – | 2,635,579 | | Marshall B. Farrer | | | | | | | | | Voluntary Termination | – | – | – | – | – | – | – | | Involuntary Termination for Cause | – | – | – | – | – | – | – | | Involuntary Termination Not for Cause | – | 9,054 | 117,394 | 360,392 | 748,808 | – | 1,235,649 | | Retirement | – | 9,054 | 117,394 | 360,392 | 748,808 | – | 1,235,649 | | Death | 1,828,000 | 9,054 | 371,500 | 263,059 | 783,003 | – | 3,254,616 | | Change in Control | – | – | – | – | – | – | – | | Termination Upon Change in Control | – | 9,054 | 371,500 | 263,059 | 783,003 | – | 1,426,616 | | Timothy M. Nall | | | | | | | | | Voluntary Termination | – | – | – | – | – | – | – | | Involuntary Termination for Cause | – | – | – | – | – | – | – | | Involuntary Termination Not for Cause | – | 8,688 | 102,700 | 191,108 | 549,194 | – | 851,689 | | Retirement | – | 8,688 | 102,700 | 191,108 | 549,194 | – | 851,689 | | Death | 1,648,000 | 8,688 | 325,000 | 139,495 | 581,000 | – | 2,702,183 | | Change in Control | – | – | – | – | – | – | – | | Termination Upon Change in Control | – | 8,688 | 325,000 | 139,495 | 581,000 | – | 1,054,183 | | Jeremy J. Shepherd | | | | | | | | | Voluntary Termination | – | – | – | – | – | – | – | | Involuntary Termination for Cause | – | – | – | – | – | – | – | | Involuntary Termination Not for Cause | – | 9,122 | 105,298 | 173,181 | 572,733 | – | 860,334 | | Retirement | – | 9,122 | 105,298 | 173,181 | 572,733 | – | 860,334 | | Death | 1,650,000 | 9,122 | 333,219 | 126,409 | 601,563 | – | 2,720,313 | | Change in Control | – | – | – | – | – | – | – | | Termination Upon Change in Control | – | 9,122 | 333,219 | 126,409 | 601,563 | – | 1,070,313 | | Matias Bentel (8) | | | | | | | | | Involuntary Termination Not for Cause | – | 1,738 | 69,217 | 269,396 | 472,209 | – | 812,559 | | Thomas W. Hinrichs (7) (9) | | | | | | | | | Retirement | – | – | 23,366 | 234,727 | 224,273 | – | 482,365 |

  98. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | 55 | | 2025 Proxy Statement and Notice of Annual Meeting of Stockholders |

  99. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | 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. |

  100. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | 2. | Prorated 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. |

  101. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | 3. | A prorated 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 2025. 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. |

  102. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | 4. | A prorated 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 2025. The Committee determined to remove the long-term cash incentive award from the long-term incentive program and the last remaining long-term cash incentive award is for the 2023-2025 performance period. 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 prorated because termination is assumed to have occurred on the last day of our fiscal year. |

  103. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | 5. | A prorated 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 granted in fiscal 2023 is based on TSR relative to the S&P 500 Consumer Staples Index over a three-year performance period. The performance measures for our PBRSUs granted in fiscal 2024 and fiscal 2025 are based on (i) the TSR relative to the S&P 500 Consumer Staples Index over a three-year performance period, and (ii) the CAGR of the Company’s adjusted operating income relative to the S&P 500 Consumer Staples Index over a three-year performance period. The market has been volatile during both of 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 2023 in instances of retirement or involuntary termination not for cause are based on the April 30, 2025, market value of restricted shares at actual payout. Awards granted in fiscal 2024 and fiscal 2025 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. |

  104. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | 6. | Continued vesting of a prorated 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, 2025. |

  105. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

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

  106. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | 8. | Mr. Bentel departed from the Company on January 1, 2025. In connection with his departure, he was treated as a retiree for purposes of his remaining SSARs. See footnote 6, above. |

  107. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | 9. | The amount shown for STC and LTC is the U.S.-dollar equivalent based on the Bloomberg average exchange rate from May 1, 2024, to April 30, 2025, of €1 to $1.07780. 56 |

  108. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    Stock Ownership

  109. STOCK OWNED BY DIRECTORS AND EXECUTIVE OFFICERS

    STOCK OWNED BY DIRECTORS AND EXECUTIVE OFFICERS The following table sets forth, as of April 30, 2025, 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, 2025, there were 169,129,183 shares of Class A common stock and 303,539,962 shares of Class B common stock outstanding.

  110. Pay Versus Performance Table

    Pay Versus Performance Table The table below shows the total compensation for our PEO and the average total compensation for our non-PEO NEOs (as set forth in the Summary Compensation Table on page 45), the CAP for our PEO and the average CAP 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 five fiscal years.

  111. Pay Versus Performance Table

    | 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 Change | Underlying Operating Income Change | | 2025 | $13,449,544 | $6,249,839 | $2,534,442 | $1,506,322 | $61 | $172 | $1,071 | (2)% | (3)% | | 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% |

  112. Pay Versus Performance Table

    | (1) Mr. Whiting was our PEO for all fiscal years shown. |

  113. Pay Versus Performance Table

    | (2) The non-PEO NEOs in fiscal 2025 were Ms. Cunningham and Messrs. Bentel, Farrer, Hinrichs, Nall, and Shepherd. The non-PEO NEOs in fiscal 2024 were Ms. Cunningham and Messrs. Farrer, Hamel, and Hinrichs. The non-PEO NEOs in fiscal 2023 were Mses. Cunningham and Hawley, and Messrs. Hamel and Hinrichs. The non-PEO NEOs in fiscal 2022 were Mses. Cunningham, Hawley, and Morreau, and Messrs. Hamel and Hinrichs. The non-PEO NEOs in fiscal 2021 were Mses. Hawley and Morreau, and Messrs. Hamel and Hinrichs. |

  114. Pay Versus Performance Table

    | (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. No awards were granted and vested in the covered 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 details the applicable adjustments: |

  115. Pay Versus Performance Table

    | 61 | | 2025 Proxy Statement and Notice of Annual Meeting of Stockholders |