DEF 14A of Molson Coors Beverage Co, Apr 3, 2024

DEF 14A of Molson Coors Beverage Co

Filed Apr 3, 2024 · FY20230001308179-24-000436

Open on EDGAR

  1. Director Nominee Highlights — Page 15

    Director Nominee Highlights — Page 15

  2. 2024 Nominees For Class A Directors

    2024 Nominees For Class A Directors

  3. 2024 Nominees For Class A Directors

    | Name | Age(1) | Director Since | Primary Occupation | Committee Memberships | Independent | | Julia M. Brown | 54 | 2021 | CEO, JMB Legacy Consulting LLC; Former Chief Procurement Officer of multiple global companies | Compensation & HR | | | David S. Coors | 42 | 2020 | Executive Chairman, Coors Spirits Co. | Governance | | | Peter H. Coors | 77 | 2005 | Former Chair and Executive of Molson Coors | Governance | | | Mary Lynn Ferguson-McHugh | 64 | 2015 | Former CEO, Family Care and New Business, The Procter & Gamble Company | Compensation & HR | | | Gavin D.K. Hattersley | 61 | 2019 | President and CEO, Molson Coors | None | | | Andrew T. Molson | 56 | 2005 | Partner and Chairman, AVENIR GLOBAL | Governance | | | Geoffrey E. Molson | 53 | 2009 | General Partner, President and CEO, CH Group Limited Partnership | Governance | | | Nessa O’Sullivan | 59 | 2020 | Former CFO and Executive Director, Brambles Limited | Audit; Finance | | | Jill Timm | 50 | 2023 | CFO, Kohl’s Corporation | None | | | Leroy J. Williams, Jr. | 59 | 2022 | CEO, CyberTekIQ, LLC | Audit; Finance | | | James “Sandy” A. Winnefeld, Jr. | 67 | 2020 | National Security and Business Consultant | Audit; Compensation & HR | |

  4. 2024 Nominees For Class B Directors

    2024 Nominees For Class B Directors

  5. 2024 Nominees For Class B Directors

    | Name | Age(1) | Director Since | Primary Occupation | Committee Memberships | Independent | | Roger G. Eaton | 63 | 2012 | Former CEO of KFC, a division of Yum! brands | Audit; Finance | | | Charles M. Herington | 64 | 2005 | Chief Operating Officer, Vice Chairman and President of Global Operations, Zumba Fitness, LLC | Audit; Finance | | | H. Sanford Riley | 73(2) | 2005 | President and CEO, Richardson Financial Group Limited | Compensation & HR; Governance | |

  6. 2024 Nominees For Class B Directors

    | (1) Age as of the Record Date (as defined herein). | | (2) Upon the recommendation of the members of the Governance Committee other than Mr. Riley, the Board approved a limited exception to its retirement age policy for Mr. Riley. See the “Board Composition and Refreshment” section of this Proxy Statement for more information regarding this exception and our director retirement policy in general. |

  7. 2024 Nominees For Class B Directors

    | MOLSON COORS BEVERAGE CO. | 2024 Proxy Statement | 10 |

  8. 2024 Director Nominee Snapshot

    2024 Director Nominee Snapshot

  9. Proposal No. 1 — Election of Directors

    Proposal No. 1 — Election of Directors At the Annual Meeting, the holders of the Class A common stock and the Special Class A voting stock (as instructed by the holders of Class A exchangeable shares) (collectively, the Class A Holders) may not cast votes for a greater number of director nominees than the 11 Class A nominees named in this Proxy Statement, and the holders of the Class B common stock and the Special Class B voting stock (as instructed by the holders of the Class B exchangeable shares) (collectively, the Class B Holders) may not cast votes for a greater number of director nominees than the three Class B nominees named in this Proxy Statement. Each of the director nominees has consented to serve if elected. If any nominee becomes unavailable to serve as a director, a substitute nominee may be designated. In that case, the individuals named as proxies will vote for the substitute nominees designated. When determining the appropriate size of the Board, one objective is to fix a size that facilitates substantive discussions by the whole Board in which each director can participate meaningfully. Our Board has currently set the number of directors at 15, consisting of 12 Class A directors and three Class B directors. However, only 14 directors are being nominated for election at the Annual Meeting, leaving one Class A director vacancy, which must be held by a member of management according to our Restated Certificate of Incorporation, as amended to date (Restated Certificate of Incorporation). Our Board does not currently plan to fill this Class A director vacancy. Our Restated Certificate of Incorporation and Amended and Restated Bylaws, as amended and restated to date (Bylaws) allow for our Board to change its size by resolution which must be approved by at least two-thirds of the authorized number of directors (including vacancies). However, any decrease in the number of directors to less than 15 must be approved by the holders of the Class A common stock and Special Class A voting stock, voting together as a class. In addition, any increase in the number of directors must be divisible by three, with one-third of such new directorships to be filled by the Governance Committee, one-third of such directorships to be filled by the Class A-C Nominating Subcommittee, and one-third of such directorships to be filled by the Class A-M Nominating Subcommittee. The following summaries set forth certain biographical information regarding each director nominee, including the particular knowledge, qualifications or areas of expertise considered for nomination to our Board. For more information on how the nominees are selected, please refer to the “Nomination Process” section of this Proxy Statement.

  10. Proposal No. 1 — Election of Directors

    | MOLSON COORS BEVERAGE CO. | 2024 Proxy Statement | 15 |

  11. Director Compensation

    Director Compensation

  12. Director Compensation Table

    Director Compensation Table The table below summarizes the compensation by our Company to directors for the year ended December 31, 2023.

  13. Director Compensation Table

    | Current Directors | Fees Earned or Paid in Cash(1) ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) | | Julia M. Brown | 103,104 | 165,034 | — | 268,138 | | David S. Coors(2) | 158,983 | 165,034 | — | 324,017 | | Peter H. Coors | 137,225 | 165,034 | — | 302,259 | | Roger G. Eaton | 126,208 | 165,034 | — | 291,242 | | Mary Lynn Ferguson-McHugh | 123,104 | 165,034 | — | 288,138 | | Charles M. Herington | 103,221 | 165,034 | — | 268,255 | | Andrew T. Molson | 137,225 | 165,034 | — | 302,259 | | Geoffrey E. Molson(3) | 158,983 | 165,034 | 93,813 | 417,830 | | Nessa O’Sullivan | 103,147 | 165,034 | — | 268,181 | | H. Sanford Riley | 113,104 | 165,034 | — | 278,138 | | Jill Timm(4) | 4,280 | — | — | 4,280 | | Leroy J. Williams, Jr. | 103,104 | 165,034 | — | 268,138 | | James “Sandy” A. Winnefeld, Jr. | 103,104 | 165,034 | — | 268,138 | | Former Director | | | | | | Louis Vachon(5) | 109,789 | 165,034 | — | 274,823 |

  14. Director Compensation Table

    | (1) As outlined below in “Fees Earned or Paid in Cash Elections”, certain directors elected to receive a portion of the above fees in the form of Deferred Stock Units (“DSUs”) or shares of the Company stock pursuant to our deferred compensation program for directors. | | (2) In addition to his director compensation reflected in the table above, David S. Coors received compensation of approximately $458,280 in 2023 as an employee of our Company, which included salary, bonus and equity awards consisting of PSUs and RSUs. Assuming maximum-level performance for the PSUs, the aggregate compensation would be increased by $50,000. | | (3) In addition to his role on the Board, Geoffrey E. Molson, through an entity controlled by him, received CAD $124,236.53 in 2023 for consultant services rendered to our Company in an ambassadorial role, shown in the “All Other Compensation” column above. A CAD to USD exchange rate of 0.75512 as of December 31, 2023 was used to convert Mr. Molson’s ambassadorial role fees. | | (4) Ms. Timm was appointed as a director effective December 16, 2023. The amount above reflects her prorated cash retainer for her service during 2023, and no unvested shares as of December 31, 2023. She did not receive a RSU award in 2023. | | (5) Mr. Vachon served as Director through December 15, 2023. The amounts reflected above are prorated for his service during 2023 and include a portion of his fees paid in cash due to his retirement as a Director during the fourth quarter of 2023. |

  15. Director Compensation Table

    On May 18, 2023, each director received an annual equity grant of 2,667 RSUs with a grant date fair value of $61.88 per unit and an aggregate grant date fair value of $165,034. The grant date fair value is calculated in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification 718, Compensation-Stock Compensation (FASB Topic 718). The assumptions used to calculate these amounts are described in Note 16 “Share-Based Payments” to our Company’s consolidated financial statements in the Annual Report. The RSUs cliff vest on May 18, 2026, or upon retirement of the director from our Board, whichever comes first. Upon vesting of RSUs, the director is paid a cash amount equal to the dividends that would have been paid during the vesting period had each RSU been an actual share of Class B common stock.

  16. Director Compensation Table

    | MOLSON COORS BEVERAGE CO. | 2024 Proxy Statement | 40 |

  17. Outstanding Equity Awards

    Outstanding Equity Awards The table below summarizes each director’s outstanding RSUs and DSUs as of December 31, 2023.

  18. Outstanding Equity Awards

    | Current Directors | RSUs(1) | DSUs(2) | | Julia M. Brown | 8,051 | — | | David S. Coors | 8,051 | — | | Peter H. Coors | 8,051 | — | | Roger G. Eaton | 8,051 | 20,581 | | Mary Lynn Ferguson-McHugh | 8,051 | — | | Charles M. Herington | 8,051 | 25,604 | | Andrew T. Molson | 8,051 | — | | Geoffrey E. Molson | 8,051 | — | | Nessa O’Sullivan | 8,051 | 7,320 | | H. Sanford Riley | 8,051 | 15,668 | | Jill Timm(3) | — | — | | Leroy J. Williams, Jr. | 5,523 | — | | James “Sandy” A. Winnefeld, Jr. | 8,051 | — | | Former Director | | | | Louis Vachon(4) | — | — |

  19. Outstanding Equity Awards

    | (1) Represents the underlying shares of Class B common stock issuable upon vesting, retirement from our Board, death or disability, and settlement, as applicable; Excludes 3,002 outstanding RSUs received by David S. Coors in conjunction with his service as an employee of the Company. | | (2) Represents the underlying shares of Class B common stock issuable within thirty days after termination of service as a member of our Board, and settlement, as applicable. | | (3) Ms. Timm who was appointed as a director effective December 16, 2023, did not hold any RSUs or DSUs as of December 31, 2023. | | (4) Mr. Vachon’s outstanding RSUs became 100% vested and his outstanding DSUs were paid in shares of Company stock upon his retirement effective December 15, 2023. |

  20. Outstanding Equity Awards

    | MOLSON COORS BEVERAGE CO. | 2024 Proxy Statement | 41 |

  21. 2023 CEO Realizable Pay Versus Adjusted Underlying Performance

    2023 CEO Realizable Pay Versus Adjusted Underlying Performance As mentioned above, variable incentive metric performance was positive for MCIP and LTIP-PSUs in 2023. The overall Enterprise MCIP for 2023 paid out at 185% of target and the 2021 to 2023 PSU awards paid out at 152%. Realizable pay for Mr. Hattersley for 2023 was $11.67 million against a target value of $9.78 million or approximately 119% of target, primarily due to business performance and stock appreciation. Realizable pay for this comparison includes base salary, actual non-equity incentive plan payments, intrinsic value for stock options granted in 2023, RSUs granted in 2023 valued at the stock price of December 29, 2023, PSUs granted in 2023 assuming target-level PSU performance and valued at the stock price of December 29, 2023, and dividend equivalents. Values related to performance incentive metrics shown in the chart above are reflective of final incentive plan results. MCIP incentive metrics are adjusted for the impact currency exchange rate fluctuations have on the calculations throughout the year and certain unplanned economic or business issues as approved by the Compensation & HR Committee.

  22. Pay for Performance Compensation Mix

    Pay for Performance Compensation Mix We pay for performance by ensuring that a significant portion of compensation for our executives is “at-risk” and varies based on the performance of the Company. As executives progress in the Company and assume more responsibility, the percentage of at-risk performance-based pay awarded to them increases. Consistent with our pay philosophy and in line with the compensation awarded at companies in our peer group, our NEOs’ annual target total direct compensation (TDC) (consisting of base salary, target annual incentive and target long-term incentive) is structured so that approximately 87% of the CEO’s compensation and approximately 76% of the other NEOs’ compensation consists of annual and long-term elements that are at-risk and vary with financial and stock performance. Combined, our short-term and long-term incentives are designed to drive and reward strong performance by the Company and our people. Our mix of fixed and variable compensation motivates both short-term performance on designated financial objectives and longer-term strategic performance, both of which drive value to our stockholders.

  23. Market Competitiveness

    Market Competitiveness We have a consistent philosophy and process for setting base salaries, annual incentive opportunities and equity grant targets for our NEOs and other top executives. Generally, we set benefits and perquisites to reflect the home country practice and applicable law. Each year, the Compensation & HR Committee reviews the competitiveness of our compensation program and of the program’s individual elements. For 2023, the Compensation & HR Committee used information regarding a peer group of 20 companies together with survey data from other companies in the consumer products industry to assess the competitive levels for each element of the NEOs’ compensation and, when appropriate, for benefits and perquisites. The Compensation & HR Committee, in consultation with the independent Compensation Consultant, selected the 2023 peer group so that our annual revenue would fall near the median of the peer group’s annual revenue. This was the same approach that was used in selecting the Company’s 2022 peer group. The Compensation & HR Committee also selected the peer group based on consideration of the following similarities:

  24. Market Competitiveness

    Our 2023 peer group consisted of the following companies, which is unchanged from the 2022 peer group:

  25. Strategically Chosen Compensation Elements

    Strategically Chosen Compensation Elements The table below describes the purpose of each element of our pay program and how target levels for our NEOs typically compare to the peer group. The Compensation & HR Committee does not fix pay solely based on peer group benchmarks. Rather, competitive market data is only one component in the decision-making around executive compensation. The Compensation & HR Committee also considers each individual’s experience and performance, business and industry challenges, and macroeconomic factors.

  26. Strategically Chosen Compensation Elements

    | Element of Compensation | Purpose | Peer Group Reference Point | | Base Salary — Fixed Pay | • Fixed dollar amount that provides a competitive level of fixed compensation | • Generally, median of the peer group | | Annual Incentive Awards — Pay for Performance | • Provides variable pay opportunities to reward achievement of short-term Company financial and non-financial goals that also drive sustainable long-term value creation | • Generally, target is set at the median of peer group • Actual payouts are determined by performance | | Long-Term Incentive Awards — Pay for Performance | • Provide long-term, stock-based variable pay opportunities to reward achievement of long-term Company goals and stockholder value creation | • Generally, target is set at the median of peer group • Actual payouts are determined by performance (PSUs), stock price at vesting, or both |

  27. Annual Incentives

    Annual Incentives

  28. Annual Incentives

    | • | The MCIP provides a variable annual pay opportunity, which is consistent with peer companies’ practices to reward participants for achievement against short-term objectives that can have a long-term impact on our Company’s value. | | • | The MCIP rewards many employees for performance against pre-established annual goals at the Company, business unit and individual levels. The MCIP award for the CEO is based entirely on the achievement of Company financial targets and People & Planet goals. MCIP awards for the other NEOs are based primarily on the performance of the enterprise or business units whose results they can influence the most, but final awards may be adjusted based on performance against individual goals. |

  29. 2023 MCIP Performance Metrics

    2023 MCIP Performance Metrics

  30. 2023 MCIP Performance Metrics

    | • | The NEOs’ 2023 MCIP awards were based on the following equally-weighted Company or business unit metrics (as applied to the enterprise or the relevant business unit): |

  31. 2023 MCIP Performance Metrics

    | Metric (weight %) | Corporate Definition(1) | | Adjusted Underlying Income Before Income Taxes (22.5%) | Income (loss) before income taxes from continuing operations, adjusted for certain items | | Adjusted Underlying FCF (22.5%) | Cash provided by operating activities minus (–) capital expenditures, adjusted for certain items | | Adjusted NSR (22.5%)(2) | Our total revenue from sales after excise taxes, adjusted for certain items | | Adjusted NSR / HL (22.5%)(2) | Our total revenue from sales after excise taxes, adjusted for certain items, divided by volume(3) | | People & Planet Scorecard Results (10%) | Metrics include emissions, gender diversity, racial diversity (U.S. only(4)), safety, and water usage. |

  32. 2023 MCIP Performance Metrics

    | (1) Adjusted Underlying Income Before Income Taxes, Adjusted Underlying FCF, Adjusted NSR and Adjusted NSR / HL are non-GAAP measures. Results are calculated by excluding the impact of certain non-GAAP adjustment items from the nearest U.S. GAAP metric, which is (i) income from continuing operations before income tax for Adjusted Underlying Income Before Income Taxes, (ii) net cash provided by operating activities for Adjusted Underlying FCF, (iii) total revenue from sales after excise taxes for Adjusted NSR, and (iv) total revenue from sales after excise taxes divided by financial volume plus royalty volume for Adjusted NSR / HL. Non-GAAP adjustment items include goodwill and other intangible and tangible asset impairments, restructuring and integration related costs, unrealized mark-to-market gains and losses, potential or incurred losses related to certain litigation accruals and settlements and gains and losses on sales of non-operating assets, among other items included in our U.S. GAAP results that warrant adjustment to arrive at non-GAAP results. Adjusted NSR also excludes certain revenues associated with non-owned brands, including contract brewing and wholesale/factored brand sales. We consider these items to be necessary adjustments for purposes of evaluating our ongoing business performance and are often considered non-recurring. Such adjustments are subjective, involve significant management judgment and can vary substantially from company to company. Applicable U.S. GAAP and underlying non-GAAP results may also be adjusted for certain unplanned economic or business issues as may be approved by the Compensation & HR Committee. | | (2) Both Adjusted NSR and Adjusted NSR / HL must be above threshold for either of these metrics to pay out. | | (3) Enterprise Adjusted NSR/HL = (EMEA&APAC Adjusted NSR plus Americas Adjusted NSR) divided by (Americas financial volume plus EMEA&APAC financial volume plus royalty volume). | | (4) Given data privacy and reporting regulations, we are only able to collect racial data consistently in the U.S. at this time. |

  33. 2023 MCIP Performance Metrics

    The adjustments to arrive at these metrics are determined in accordance with the Company’s written policies regarding such matters. These metrics are further adjusted at the discretion of, and subject to approval by, the Compensation & HR Committee in accordance with our MCIP plan.

  34. 2023 MCIP Performance Metrics

    | MOLSON COORS BEVERAGE CO. | 2024 Proxy Statement | 54 |

  35. Enterprise

    | Metric | Weighting | Threshold | Target | Max | Actual | Payout (%) | | Adjusted Underlying Income Before Income Taxes ($ USD millions) | 22.5% | 1,055 | 1,110 | 1,277 | 1,517 | 200% | | Adjusted Underlying FCF ($ USD millions) | 22.5% | 863 | 959 | 1,247 | 1,405 | 200% | | Adjusted NSR ($ USD millions) | 22.5% | 9,559 | 9,957 | 10,355 | 10,552 | 200% | | Adjusted NSR / HL ($ USD) | 22.5% | 120.70 | 125.72 | 130.70 | 130.86 | 200% | | People & Planet Scorecard Results(1) | 10% | — | — | — | — | 45% | | TOTAL PAYOUT | | | | | | 185% | | Business Unit — Americas | | | | | | | | Metric | Weighting | Threshold | Target | Max | Actual | Payout (%) | | Adjusted Underlying Income Before Income Taxes ($ USD millions) | 22.5% | 952 | 1,002 | 1,152 | 1,395 | 200% | | Adjusted Underlying FCF ($ USD millions) | 22.5% | 752 | 836 | 1,087 | 1,272 | 200% | | Adjusted NSR ($ USD millions) | 22.5% | 7,854 | 8,181 | 8,509 | 8,718 | 200% | | Adjusted NSR / HL ($ USD) | 22.5% | 137.20 | 142.95 | 148.70 | 146.04 | 154% | | People & Planet Scorecard Results(1) | 10% | — | — | — | — | 45% | | TOTAL PAYOUT | | | | | | 175% | | Business Unit — EMEA&APAC | | | | | | | | Metric | Weighting | Threshold | Target | Max | Actual | Payout (%) | | Adjusted Underlying Income Before Income Taxes (€ EUR millions) | 22.5% | 91 | 101 | 132 | 122 | 139% | | Adjusted Underlying FCF (€ EUR millions) | 22.5% | 104 | 115 | 150 | 132 | 150% | | Adjusted NSR (€ EUR millions) | 22.5% | 1,592 | 1,659 | 1,725 | 1,713 | 182% | | Adjusted NSR / HL (€ EUR) | 22.5% | 72.50 | 75.51 | 78.50 | 81.80 | 200% | | People & Planet Scorecard Results(1) | 10% | — | — | — | — | 45% | | TOTAL PAYOUT | | | | | | 156% |

  36. Final 2023 MCIP Awards

    Final 2023 MCIP Awards The following table summarizes the calculation of final 2023 MCIP awards for our NEOs after review by the Compensation & HR Committee (and our Board in the case of the CEO) based on the payout percentages noted above. The individual goal multiplier for each NEO (with the exception of the CEO) is recommended by the CEO to and then approved by the Compensation & HR Committee, based on a 2023 performance assessment against individual goals. The “Grants of Plan Based Awards” table provides information on each NEO’s threshold, target and maximum MCIP award.

  37. Long-Term Incentives

    Long-Term Incentives We use our LTIP to provide variable compensation in the form of equity to reward executives for achieving long-term results that align with our stockholders’ interests. Under our LTIP, we grant executives three types of awards: PSUs, RSUs and stock options. Each NEO is awarded an aggregate LTIP value, which is allocated among the three types of awards as shown below. For 2023, we continued with our 2022 mix of awards to provide a balance of performance-based and time-based vesting compensation. This mix of awards is designed to tie executive compensation to stockholder returns, balance performance focus with retention value, and mitigate the risk of over-focus on a single metric.

  38. LTIP Allocation

    LTIP Allocation

  39. LTIP Allocation

    | Award Type | 2023 Allocation | Alignment with Shareholders | | PSUs | 50% | Payout depends on our performance on Relative TSR, Adjusted Cumulative NSR and Adjusted Cumulative Underlying Income Before Income Taxes | | RSUs | 30% | Value of award depends on our stock price at time of vesting | | Stock Options | 20% | Value is realized only if our stock price increases from the grant date |

  40. LTIP Allocation

    The number of PSUs and RSUs awarded to each NEO is determined at the date of grant by dividing the target value of the award by the closing price of our Class B common stock on that date and rounded up to the next whole share. The number of stock options is determined at the date of grant by dividing the target value of the award by the Black-Scholes value of the award on that date and rounded up to the next whole share.

  41. LTIP Allocation

    | MOLSON COORS BEVERAGE CO. | 2024 Proxy Statement | 56 |

  42. LTIP Allocation

    The total target value of these LTIP awards granted to the NEOs in 2023 is shown below. The number of PSUs, RSUs and stock options making up those awards are detailed in the “Grants of Plan Based Awards” table.

  43. LTIP Allocation

    | Name | Total 2023 Annual LTIP Awards ($) | | Gavin D.K. Hattersley | 6,675,000 | | Tracey I. Joubert | 1,500,000 | | Michelle St. Jacques | 1,500,000 | | Natalie Maciolek(1) | — | | Sergey Yeskov | 1,500,000 |

  44. LTIP Allocation

    | (1) Ms. Maciolek did not receive a 2023 annual award because the grant date of the annual award was prior to her start date. She did receive a sign on LTIP award as part of her new hire offer. Ms. Maciolek’s October 2, 2023 sign on award of 19,167 RSUs ($1,200,000 at grant) vests pro-rata in 50% annual increments on October 2, 2024 and October 2, 2025. |

  45. LTIP Allocation

    The key components of our LTIP are summarized below. Unlike our short-term incentive awards, LTIP awards are based entirely on performance at the enterprise level.

  46. PSUs or Performance Equity

    PSUs or Performance Equity PSUs reward executives for our achievements on our long-term goals. For PSUs granted in 2023 these metrics were: TSR relative to the companies in the S&P Consumer Staples Index, adjusted cumulative underlying income (loss) before income taxes, and cumulative three-year net sales revenue.

  47. PSUs or Performance Equity

    | Metric | Weight | Definition | | Relative TSR | 50% | Stock price appreciation plus dividends paid during the performance period, divided by starting stock price, compared relative to the same measure for each of the companies in the S&P Consumer Staples Index at the end of the performance period | | Adjusted Cumulative Underlying Income (Loss) before Income Taxes | 25% | Total Underlying Income (Loss) before Income Taxes for January 1, 2023 through December 31, 2025 | | Adjusted Cumulative NSR | 25% | Total combined net sales revenue for January 1, 2023 through December 31, 2025 |

  48. PSUs or Performance Equity

    The final award amount, upon vesting, is adjusted upwards or downwards from the target amount based on final performance relative to the applicable metrics, subject to threshold and maximum limits (including maximum amounts approved by the Compensation & HR Committee for each NEO in connection with the grant of PSUs). At maximum performance, PSUs vest at 200% of the target number of shares. In order to achieve a 200% maximum payout for the 2023 to 2025 PSU awards, our Company must exceed its Adjusted Cumulative Underlying Income (Loss) before Income Taxes target by more than $702 million, exceed its Adjusted Cumulative NSR target by more than $1,710 million and achieve a Relative TSR ranking of at least the 75th percentile. To achieve a minimum payout (beginning at 0% of the target award), our Company must achieve: Adjusted Cumulative Underlying Income (Loss) before Income Taxes within $351 million of target, Adjusted Cumulative NSR within $1,710 million of target, and Relative TSR at or above the 25th percentile.

  49. PSUs or Performance Equity

    | • | If the Company’s absolute TSR is negative, payout on the Relative TSR metric is capped at the target payout level. | | • | To the extent earned, PSUs are settled on the third anniversary of the date of grant, subject to continuing employment. Earned PSUs can be settled in cash or shares of our Class B common stock, or partly in cash and partly in shares, at the discretion of the Compensation & HR Committee. Historically, performance awards have been settled nearly exclusively in shares. | | • | PSUs will vest on a pro-rata basis in the event of retirement, death or disability, and are paid out after the performance period ends based on actual results. Upon a change in control, performance is calculated at 100% of target. For any other termination of employment before the end of the performance period, PSUs are forfeited. | | • | Dividend equivalents are accrued on unvested PSUs, from grant date to vesting date to the same extent dividends are paid on Class B shares. Dividend equivalents accrue on unvested PSUs and are paid in cash at vesting, if any, subject to the same performance multiplier as the underlying PSUs. |

  50. PSUs or Performance Equity

    | MOLSON COORS BEVERAGE CO. | 2024 Proxy Statement | 57 |

  51. RSUs

    RSUs

  52. RSUs

    | • | We believe that providing part of the annual LTIP award in the form of RSUs significantly strengthens the retention value of our LTIP by providing a full value component to balance stock options and PSUs. | | • | RSUs vest in full on the third anniversary of the date of grant, subject to continuing employment. | | • | Vested RSUs are settled in shares of Class B common stock. | | • | Dividend equivalents are accrued on unvested RSUs, from the grant date to the vesting date, to the same extent dividends are paid on Class B shares. Dividend equivalents accrue on unvested RSUs and are paid in cash at vesting, if any. | | • | RSUs will vest on a pro-rata basis in the event of retirement, death or disability. In the event of a change in control, all unvested RSUs will vest, except to the extent a replacement award is provided. For any other termination of employment before the end of the vesting period, RSUs are forfeited. |

  53. Stock Options

    Stock Options

  54. Stock Options

    | • | Stock options align the interests of our executives with those of stockholders because stock options have no value unless there is an increase in the value of our shares after the grant date. | | • | Stock options vest in three equal annual installments beginning on the first anniversary of the grant date and vested options remain exercisable until the tenth anniversary of the grant date. We believe the ten-year term of our stock options provides an effective long-term retention tool because the options, due to the 10-year term for vested options, retain potential value for executives even in the face of a prolonged downturn in the equity markets. We also believe stock options provide an appropriate balance to PSU grants, which may lose all value if we miss the threshold performance criteria for the awards to pay out. | | • | Unvested stock options vest in full in the event of retirement and remain exercisable for three years (or the earlier end of the option term). If a recipient’s employment ends for any other reason, unvested options are forfeited. In the event of a change in control, all unvested stock options vest, except to the extent a substitute award is provided. |

  55. Long-Term Incentive (LTIP) Results

    Long-Term Incentive (LTIP) Results

  56. 2021 to 2023 PSU Payout Results

    2021 to 2023 PSU Payout Results For the 2021-2023 PSUs, performance was measured 50% based on Relative TSR, 25% on PACC, and 25% on Adjusted Cumulative NSR over the three-year period. Actual performance that was higher or lower than target for any particular metric was assigned a percentage score from 0% to 200% based on linear interpolation. If Relative TSR finished below the 25th percentile, there would be no payout of the PSUs on any of the metrics. Company performance with respect to each metric for the three-year performance period and the resulting Company performance score are set forth in the table below.

  57. 2021 to 2023 PSU Payout Results

    | Performance Metric | Weighting | Threshold | Target | Maximum | Results | Company Performance Score | | Relative TSR Performance | 50% | 25th Percentile | 50th Percentile | 75th Percentile | 90th Percentile | 200% | | PACC(1) (USD millions) | 25% | $1,698 | $2,426 | $3,154 | $2,386 | 95% | | Adjusted Cumulative NSR (USD millions) | 25% | $31,921 | $33,251 | $34,581 | $33,415 | 112% |

  58. 2021 to 2023 PSU Payout Results

    | (1) Profit after capital charge (PACC) is defined as Operating Profits(a) minus a Capital Charge, as further described below. |

  59. 2021 to 2023 PSU Payout Results

    | (a) Operating Profits is defined as underlying earnings before taxes multiplied (x) by 1 minus (-) our underlying effective tax rate plus (+) underlying interest expense plus (+) underlying depreciation and amortization. Capital Charge is calculated as underlying net operating assets multiplied (x) by our weighted average cost of capital (WACC). PACC is calculated annually, with PSU PACC targets and actual results based on a three-year cumulative calculation. “Underlying net operating assets” means the Company’s 13-point average net operating asset balance used to calculate the capital charge. It includes current assets; net property, plant & equipment; equity investment based upon the Company’s ownership interest in a joint venture; current liabilities; and other assets/liabilities. It is also adjusted to exclude the impact of other non-GAAP adjustments. This measure reflects the return required by stockholders and creditors to fund the Company on a long-term basis. |

  60. 2021 to 2023 PSU Payout Results

    | MOLSON COORS BEVERAGE CO. | 2024 Proxy Statement | 58 |

  61. 2024 Changes to MCIP and LTIP Program Design

    2024 Changes to MCIP and LTIP Program Design In early 2024, the Compensation & HR Committee revised our MCIP and LTIP programs as follows. The performance metrics for the 2024 MCIP are Underlying Pre-tax Income (50% weight), Underlying NSR (30% weight), and Underlying Free Cash Flow (20% weight). The LTIP awards for 2024 are allocated 50% PSUs, 25% stock options and 25% RSUs. The performance metrics for the 2024-2026 performance period are Cumulative Earnings Per Share (EPS), which is consistent with a number of companies in our compensation peer group, with a modifier of 80% to 120% based on Relative TSR performance against the S&P 500 Index companies. NEOs and senior leaders will still have a 10% weight within the MCIP on a scorecard of People and Planet metrics, with the weighting of the various financial metrics reduced proportionally.

  62. Change in Control and Severance

    Change in Control and Severance

  63. Change in Control and Severance

    | • | Through the combination of our change in control program (as amended, CIC Program) and our U.S. Severance Pay Plan, we provide protection to executives in situations involving termination “not for cause” following a change in control. All U.S. NEOs participate in the CIC Program and U.S. Severance Pay Plan. Mr. Yeskov has a Directors Service Agreement in Croatia, which entitles him to severance in the event the Company terminates his employment without notice. | | • | As a condition of participating in the CIC Program, eligible employees are required to enter into confidentiality and non-compete agreements in favor of the Company. The non-compete provisions of the CIC Program protect us regardless of whether a change in control occurs. | | • | Under the CIC Program, a participant is entitled to certain benefits subject to “double-trigger” conditions following a change in control. Specifically, CIC Program benefits are payable if both (a) a change in control occurs and (b) if the participant is terminated by the Company other than for cause, death or disability or the participant resigns for good reason, in each case, on or within a certain period of time (for NEOs, two years) after the change in control. Benefits are also payable if a qualifying termination occurs up to six months prior to the change in control at the request of a third party involved in or contemplating a change in control of the Company. The CIC Program does not provide for any excise tax gross-ups. Each of the benefits is also conditioned on the participant executing a release of claims in favor of the Company following termination. The CIC Program also contains certain non-solicitation covenants. | | • | Additional information about the CIC Program, the U.S. Severance Pay Plan and Mr. Yeskov’s Directors Service Agreement is provided in the “Potential Payments Upon Termination or Change in Control” section of this Proxy Statement. |

  64. Change in Control and Severance

    | MOLSON COORS BEVERAGE CO. | 2024 Proxy Statement | 59 |

  65. Governance of Equity Grant Process

    Governance of Equity Grant Process The Compensation & HR Committee generally evaluates and approves annual equity grants at or about the same time as it determines and approves annual salary adjustments and annual incentive payouts. Annual equity grants typically are made in late February or early March at a special meeting of the Compensation & HR Committee (for the NEOs other than the CEO) and a special meeting of the Board (in the case of the CEO). Individual recognition equity awards may be granted at other times during the year, typically on the first trading day of a month, related to special circumstances, such as acquisitions, establishment of joint ventures, promotions, extraordinary performance, retention and other events. Awards of stock options, RSUs or other equity incentives to new executive officers typically occur at the time the individual joins the organization or first becomes an officer. Equity awards made to NEOs during 2023 are further described under the header “Long-Term Incentive (LTIP) Results”. These awards are also reflected in the relevant compensation tables.

  66. Summary Compensation Table

    Summary Compensation Table The following table sets forth information regarding compensation earned for services rendered during fiscal years 2023 and, where applicable, 2022 and 2021 for each of our 2023 named executive officers.

  67. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($) | All Other Compensation ($)(5) | Total ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | Gavin D.K. Hattersley President and CEO | 2023 | 1,237,671 | — | 5,874,071 | 1,335,003 | 3,434,535 | —(4) | 329,278 | 12,210,558 | | | 2022 | 1,187,671 | — | 5,059,609 | 1,120,009 | 1,371,760 | —(4) | 332,349 | 9,071,398 | | | 2021 | 1,137,671 | — | 4,202,824 | 1,040,003 | 1,621,182 | —(4) | 233,000 | 8,234,680 | | Tracey I. Joubert CFO | 2023 | 843,142 | — | 1,320,081 | 300,006 | 1,403,830 | 18,115 | 159,456 | 4,044,630 | | | 2022 | 819,354 | — | 1,355,275 | 300,012 | 582,007 | —(4) | 178,892 | 3,235,540 | | | 2021 | 795,990 | — | 1,616,534 | 400,006 | 680,571 | —(4) | 147,086 | 3,640,187 | | Michelle St. Jacques(1) Chief Commercial Officer | 2023 | 704,346 | — | 1,320,081 | 300,006 | 1,096,924 | — | 146,978 | 3,568,335 | | | 2022 | 671,120 | — | 722,833 | 160,001 | 402,609 | — | 116,167 | 2,072,730 | | | 2021 | 654,466 | — | 646,595 | 160,004 | 471,215 | — | 135,148 | 2,067,428 | | Natalie Maciolek(2) Chief Legal & Government Affairs Officer | 2023 | 187,507 | 200,000 | 1,200,046 | — | 260,176 | — | 8,877 | 1,856,606 | | Sergey Yeskov(3) President and CEO of Molson Coors EMEA&APAC | 2023 | 449,473 | — | 1,320,081 | 300,006 | 665,768 | — | 115,380 | 2,850,708 | | | 2022 | 426,239 | — | 1,355,275 | 300,012 | 538,692 | — | 132,764 | 2,752,982 |

  68. Summary Compensation Table

    | (1) Ms. St. Jacques was appointed Chief Commercial Officer effective March 1, 2023. |

  69. Summary Compensation Table

    | (2) Ms. Maciolek was appointed Chief Legal & Government Affairs Officer effective September 5, 2023. She received a sign on cash award of $200,000 as part of her new hire offer, subject to one year repayment agreement should she terminate within that time period. In addition, Ms. Maciolek received a sign on equity grant on October 2, 2023 of 19,167 RSUs ($1,200,000 at grant) which vests pro-rata in 50% annual increments on October 2, 2024 and October 2, 2025. |

  70. Summary Compensation Table

    | (3) For Mr. Yeskov, All Other Compensation includes relocation related expenses. A EUR to USD exchange rate of 1.10390 as of December 31, 2023 was used to convert Mr. Yeskov’s 2023 Salary, Non-Equity Incentive Plan Compensation and All Other Compensation where applicable. |

  71. Summary Compensation Table

    | (4) For 2023, Mr. Hattersley had a decrease in Change in Pension Value of $8,341, which negative amounts are not reflected in the table pursuant to applicable SEC rules. For 2022, Mr. Hattersley and Ms. Joubert had a decrease in Change in Pension Value of $53,937 and $77,301, respectively, also not reflected in the table. For 2021, Mr. Hattersley and Ms. Joubert had a decrease in Change in Pension Value of $6,748 and $15,310, respectively, also not in the table. |

  72. Summary Compensation Table

    | (5) The amounts reported in the “All Other Compensation” column reflect the sum of: (i) the incremental cost to the Company of perquisites and other personal benefits; (ii) the amount of any tax reimbursements; (iii) the amounts contributed by the Company to the Molson Coors Employees’ Retirement and Savings Plan, and DCP (collectively, the Plans); and (iv) the dollar value of life insurance premiums paid by the Company. The amounts contributed to the Plans are calculated on the same basis for all participants in the relevant plan. The provisions of the Plans are described in the “Non-Qualified Deferred Compensation” section of this Proxy Statement. |

  73. Summary Compensation Table

    For 2023, the perquisites and other personal benefits provided to one or more of our NEOs consisted of financial planning, sports tickets, parking allowance, executive physical, mobility, vehicle allowance and product allotment.

  74. Summary Compensation Table

    | MOLSON COORS BEVERAGE CO. | 2024 Proxy Statement | 62 |

  75. Summary Compensation Table

    A description of the additional “All Other Compensation” received by the NEOs in 2023 is set forth below:

  76. Summary Compensation Table

    | Name | Contributions to the 401(k) and DCP Plans | | Life Insurance Premiums ($)(2) | | | Total Contributions ($)(1) | Components of Total Contributions | | | Gavin D.K. Hattersley | 234,747 | $29,700 to the 401(k) Plan and $205,047 to the DCP | 26,839 | | Tracey I. Joubert | 128,213 | $29,700 to the 401(k) Plan and $98,513 to the DCP | 14,223 | | Michelle St. Jacques | 99,557 | $29,700 to the 401(k) Plan and $69,857 to the DCP | 3,451 | | Natalie Maciolek | 8,812 | $8,812 to the 401(k) Plan and $0 to the DCP | — | | Sergey Yeskov | — | — | 1,907 |

  77. Summary Compensation Table

    | (1) We make direct and matching contributions for all of the NEOs under the 401(k) and DCP as applicable, on the same terms and using the same formula as other participating employees. |

  78. Summary Compensation Table

    | (2) We provide life insurance to all U.S. employees. For all of the U.S. based NEOs, the total coverage is equal to eight times their salary. Mr. Yeskov is eligible for life insurance with coverage equal to two times his salary up to a maximum of EUR 1,500,000. The premium for Mr. Yeskov is employer paid. None of the NEOs are eligible for a tax reimbursement related to this benefit. |

  79. Change In Pension Value and Non-Qualified Deferred Compensation Earnings

    Change In Pension Value and Non-Qualified Deferred Compensation Earnings The amounts shown in the “Change in Pension Value and Non-Qualified Deferred Compensation Earnings” column include changes in pension values under the tax qualified pension plans for Molson Coors, LLC and the Benefit Equalization Plan (BEP) (which supplements the Molson Coors Pension Plan).

  80. Change In Pension Value and Non-Qualified Deferred Compensation Earnings

    | MOLSON COORS BEVERAGE CO. | 2024 Proxy Statement | 63 |

  81. Grants of Plan Based Awards

    Grants of Plan Based Awards The following table provides information for each of our NEOs regarding MCIP and LTIP award opportunities, including the range of potential payouts, made under our stockholder approved Incentive Compensation Plans during 2023.

  82. Grants of Plan Based Awards

    | Name | Grant Date | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units(3) (#) | All Other Option Awards: Number of Securities Underlying Options(4) (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards(5) ($) | | | | Description | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | (a) | (b) | | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | | Gavin D.K. Hattersley | 2/27/2023 | RSUs | | | | | | | 37,256 | | | 2,002,510 | | | 2/27/2023 | PSUs | | | | 0 | 62,094 | 124,188 | | | | 3,871,561 | | | 2/27/2023 | Stock Options | | | | | | | | 99,776 | 53.75 | 1,335,003 | | | — | MCIP | 696,189 | 1,856,505 | 3,713,010 | | | | | | | | | Tracey I. Joubert | 2/27/2023 | RSUs | | | | | | | 8,373 | | | 450,049 | | | 2/27/2023 | PSUs | | | | 0 | 13,954 | 27,908 | | | | 870,032 | | | 2/27/2023 | Stock Options | | | | | | | | 22,422 | 53.75 | 300,006 | | | — | MCIP | 284,560 | 758,827 | 1,517,654 | | | | | | | | | Michelle St. Jacques(6) | 2/27/2023 | RSUs | | | | | | | 8,373 | | | 450,049 | | | 2/27/2023 | PSUs | | | | 0 | 13,954 | 27,908 | | | | 870,032 | | | 2/27/2023 | Stock Options | | | | | | | | 22,422 | 53.75 | 300,006 | | | — | MCIP | 231,581 | 617,551 | 1,235,100 | | | | | | | | | Natalie Maciolek(7) | 10/2/2023 | RSUs | | | | | | | 19,167 | | | 1,200,046 | | | — | MCIP | 52,739 | 140,636 | 281,272 | | | | | | | | | Sergey Yeskov | 2/27/2023 | RSUs | | | | | | | 8,373 | | | 450,049 | | | 2/27/2023 | PSUs | | | | 0 | 13,954 | 27,908 | | | | 870,032 | | | 2/27/2023 | Stock Options | | | | | | | | 22,422 | 53.75 | 300,006 | | | — | MCIP | 151,697 | 404,525 | 809,050 | | | | | | | |

  83. Grants of Plan Based Awards

    | (1) The amounts represent a range of possible MCIP awards made under the Incentive Compensation Plan to each of the NEOs as described in the “2023 MCIP Adjusted Underlying Results” section of this Proxy Statement. Actual payments under MCIP have already been determined and were paid to NEOs in March 2023 and are included in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table.” |

  84. Grants of Plan Based Awards

    | (2) The awards represent PSUs granted in 2023 under the Incentive Compensation Plan. The performance period for the PSUs is the beginning of the 2023 fiscal year through the end of the 2025 fiscal year. |

  85. Grants of Plan Based Awards

    | (3) The awards represent RSUs granted in 2023 under the Incentive Compensation Plan for all NEOs. These RSUs vest on the third anniversary of the grant date. |

  86. Grants of Plan Based Awards

    | (4) The awards represent stock options granted in 2023 to NEOs under the Incentive Compensation Plan. These options have a term of ten years from the grant date and vest in three equal annual installments beginning on the first anniversary of the grant date. |

  87. Grants of Plan Based Awards

    | (5) The assumptions used to calculate these amounts are incorporated by reference to Note 16 “Share-Based Payments” to our consolidated financial statements in the Annual Report. Assuming the maximum level of performance is achieved, the value of those PSUs would be: $7,743,122 for Mr. Hattersley, $1,740,064 for Ms. Joubert, Ms. St. Jacques, and Mr. Yeskov. |

  88. Grants of Plan Based Awards

    | (6) Effective March 1, 2023, Ms. St. Jacques was appointed the Company’s Chief Commercial Officer. Ms. St. Jacques previously served as the Company’s Chief Marketing Officer from November 2019 to February 2023. |

  89. Grants of Plan Based Awards

    | (7) Effective September 5, 2023, Ms. Maciolek was appointed the Company’s Chief Legal & Governmental Affairs Officer. |

  90. Grants of Plan Based Awards

    | MOLSON COORS BEVERAGE CO. | 2024 Proxy Statement | 64 |

  91. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth the outstanding equity awards held by the NEOs at the fiscal year ended December 31, 2023. The year-end values set forth in the table are based on the $61.21 per share closing price for the Class B common stock on December 29, 2023, the last trading day of the fiscal year.

  92. Outstanding Equity Awards at Fiscal Year-End

    | Name | Option Awards | | | | | Stock Awards | | | | | | | Grant Date for Options | Number of Securities Underlying Unexercised Options (#) Exercisable(a) | Number of Securities Underlying Unexercised Options (#) Unexercisable(b) | Option Exercise Price ($)(c) | Option Expiration Date(d) | Grant Date for Stock Awards | Number of Shares or Units of Stock That Have Not Vested (#)(e) | Market Value of Shares of Stock or Units that have not vested ($)(f) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights that have not vested (#)(g) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have not vested ($)(h) | | Gavin D.K. Hattersley | 3/9/2015 | 21,460 | — | 74.81 | 3/9/2025 | 3/2/2021 | 34,690 | 2,256,585 | — | — | | | 2/12/2016 | 18,460 | — | 84.14 | 2/12/2026 | 2/28/2022 | 32,197 | 2,072,521 | — | — | | | 3/8/2017 | 26,056 | — | 96.77 | 3/8/2027 | 2/27/2023 | 37,256 | 2,341,540 | — | — | | | 3/6/2018 | 32,638 | — | 78.79 | 3/6/2028 | 3/2/2021 | — | — | 57,817 | 3,760,996 | | | 3/5/2019 | 54,526 | — | 61.09 | 3/5/2029 | 2/28/2022 | — | — | 53,661 | 3,454,159 | | | 10/1/2019 | 23,392 | — | 57.50 | 3/5/2029 | 2/27/2023 | — | — | 62,094 | 3,902,608 | | | 3/2/2020 | 134,329 | — | 51.48 | 3/2/2030 | — | — | — | — | — | | | 3/2/2021 | 68,920 | 34,460 | 44.97 | 3/2/2031 | — | — | — | — | — | | | 2/28/2022 | 30,702 | 61,404 | 52.18 | 2/28/2032 | — | — | — | — | — | | | 2/27/2023 | — | 99,776 | 53.75 | 2/27/2033 | — | — | — | — | — | | Tracey I. Joubert | 2/13/2014 | 1,399 | — | 67.26 | 2/13/2024 | 3/2/2021 | 13,343 | 867,962 | — | — | | | 2/13/2014 | 2,771 | — | 54.53 | 2/13/2024 | 2/28/2022 | 8,624 | 555,127 | — | — | | | 2/11/2015 | 2,782 | — | 86.45 | 2/11/2025 | 2/27/2023 | 8,373 | 526,243 | — | — | | | 2/11/2015 | 4,301 | — | 73.00 | 2/11/2025 | 3/2/2021 | — | — | 22,238 | 1,446,582 | | | 2/12/2016 | 5,907 | — | 84.14 | 2/12/2026 | 2/28/2022 | — | — | 14,374 | 925,254 | | | 3/8/2017 | 10,423 | — | 96.77 | 3/8/2027 | 2/27/2023 | — | — | 13,954 | 877,009 | | | 3/6/2018 | 13,055 | — | 78.79 | 3/6/2028 | — | — | — | — | — | | | 3/28/2018 | 2,707 | — | 75.41 | 3/28/2028 | — | — | — | — | — | | | 3/5/2019 | 32,716 | — | 61.09 | 3/5/2029 | — | — | — | — | — | | | 3/2/2020 | 44,777 | — | 51.48 | 3/2/2030 | — | — | — | — | — | | | 3/2/2021 | 26,508 | 13,254 | 44.97 | 3/2/2031 | — | — | — | — | — | | | 2/28/2022 | 8,224 | 16,448 | 52.18 | 2/28/2032 | — | — | — | — | — | | | 2/27/2023 | — | 22,422 | 53.75 | 2/27/2033 | — | — | — | — | — |

  93. Outstanding Equity Awards at Fiscal Year-End

    | MOLSON COORS BEVERAGE CO. | 2024 Proxy Statement | 66 |

  94. Outstanding Equity Awards at Fiscal Year-End

    | Name | Option Awards | | | | | Stock Awards | | | | | | | Grant Date for Options | Number of Securities Underlying Unexercised Options (#) Exercisable(a) | Number of Securities Underlying Unexercised Options (#) Unexercisable(b) | Option Exercise Price ($)(c) | Option Expiration Date(d) | Grant Date for Stock Awards | Number of Shares or Units of Stock That Have Not Vested (#)(e) | Market Value of Shares of Stock or Units that have not vested ($)(f) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights that have not vested (#)(g) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have not vested ($)(h) | | Michelle St. Jacques | 3/2/2020 | 26,866 | — | 51.48 | 3/2/2030 | 4/1/2019 | 4,141 | 253,471 | — | — | | | 3/2/2021 | 10,603 | 5,302 | 44.97 | 3/2/2031 | 3/2/2021 | 5,337 | 347,172 | — | — | | | 2/28/2022 | 4,386 | 8,772 | 52.18 | 2/28/2032 | 2/28/2022 | 4,600 | 296,102 | — | — | | | 2/27/2023 | — | 22,422 | 53.75 | 2/27/2033 | 2/27/2023 | 8,373 | 526,243 | — | — | | | — | — | — | — | — | 3/2/2021 | — | — | 8,895 | 578,620 | | | — | — | — | — | — | 2/28/2022 | — | — | 7,666 | 493,460 | | | — | — | — | — | — | 2/27/2023 | — | — | 13,954 | 877,009 | | Natalie Maciolek | — | — | — | — | — | 10/2/2023 | 19,167 | 1,181,070 | — | — | | Sergey Yeskov | 3/6/2018 | 7,833 | — | 78.79 | 3/6/2028 | 3/2/2021 | 2,780 | 180,839 | — | — | | | 3/5/2019 | 17,449 | — | 61.09 | 3/5/2029 | 2/28/2022 | 8,624 | 555,127 | — | — | | | 2/28/2022 | 8,224 | 16,448 | 52.18 | 2/28/2032 | 2/27/2023 | 8,373 | 526,243 | — | — | | | 2/27/2023 | — | 22,422 | 53.75 | 2/27/2033 | 3/2/2021 | — | — | 2,780 | 180,839 | | | — | — | — | — | — | 2/28/2022 | — | — | 14,374 | 925,254 | | | — | — | — | — | — | 2/27/2023 | — | — | 13,954 | 877,009 |

  95. Outstanding Equity Awards at Fiscal Year-End

    | (a) This column includes stock options that have vested and have not been exercised. Stock options generally vest in equal annual installments over a three-year period, subject to acceleration of vesting in the event of a change in control or certain termination events. |

  96. Outstanding Equity Awards at Fiscal Year-End

    | (b) This column includes stock options that have not vested. |

  97. Outstanding Equity Awards at Fiscal Year-End

    | (c) This column indicates the stock option strike price. |

  98. Outstanding Equity Awards at Fiscal Year-End

    | (d) This column indicates the expiration date for stock options which is ten years from the date of grant. |

  99. Outstanding Equity Awards at Fiscal Year-End

    | (e) This column includes unvested RSUs, which generally vest on the third anniversary of the date of grant, based on continuing employment, subject to acceleration in the event of a change in control or certain termination events. Ms. St. Jacques’ April 1, 2019 sign on award of 20,706 RSUs vests in installments of 20% annual increments beginning on January 1, 2020 over a five-year period. Ms. Maciolek’s October 2, 2023 sign on award of 19,167 RSUs vest in installments of 50% annual increments beginning on October 2, 2024 and on October 2, 2025. |

  100. Outstanding Equity Awards at Fiscal Year-End

    | (f) Market value of RSUs that have not vested is calculated by multiplying the number of unvested RSUs by the closing market price of $61.21 for Class B common stock on December 29, 2023. Values shown above include dividend equivalents accrued on awards through December 31, 2023. |

  101. Outstanding Equity Awards at Fiscal Year-End

    | (g) This column represents unvested PSUs at the value the awards will pay assuming target performance for awards granted on March 2, 2021, February 28, 2022 and February 27, 2023. These awards will vest upon achievement of at least the threshold performance level at the conclusion of the performance period upon Compensation & HR Committee certification of performance, subject to acceleration in the event of a change in control. Typically, the performance period is three years beginning with the fiscal year in which the award was granted. The final payout will be between 0% - 200% depending on final performance. |

  102. Outstanding Equity Awards at Fiscal Year-End

    | (h) The value of PSUs is calculated by multiplying the number of unvested PSUs by the closing market price of $61.21 for Class B common stock on December 29, 2023. The final payout may be more or less depending on final performance. Values shown above include dividend equivalents accrued on awards through December 31, 2023. |

  103. Outstanding Equity Awards at Fiscal Year-End

    | MOLSON COORS BEVERAGE CO. | 2024 Proxy Statement | 67 |

  104. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table sets forth information for each of our NEOs regarding stock options exercised and stock awards vested during fiscal year 2023.

  105. Option Exercises and Stock Vested

    | Name of Executive Officer | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized Upon Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized On Vesting ($)(1) | | Gavin D.K. Hattersley | — | — | 26,224 | 1,397,215 | | Tracey I. Joubert | — | — | 8,742 | 465,774 | | Michelle St. Jacques | — | — | 9,386 | 492,798 | | Natalie Maciolek | — | — | — | — | | Sergey Yeskov | — | — | 2,429 | 129,417 |

  106. Option Exercises and Stock Vested

    | (1) For stock awards vested, the values were calculated using the closing market price of the Class B common stock on the date of vesting. For stock options exercised, the value realized is the difference between the market price of the Class B common stock at the time of exercise and the exercise price of the option. |

  107. Pension Benefits

    Pension Benefits The following table sets forth the present value of accumulated benefits payable to each of the NEOs under our tax-qualified retirement plans as well as our non-qualified supplemental plan and their years of service.

  108. Pension Benefits

    | Name | Plan Name(1) | Number of Years Credited Service (#)(1) | Present Value of Accumulated Benefits ($) | Payments During Last Fiscal Year ($) | | Gavin D.K. Hattersley | Molson Coors Pension Plan | 5 | 242,712 | — | | | Molson Coors Benefit Equalization Plan | 5 | 342,190 | — | | Tracey I. Joubert | Molson Coors Pension Plan | 5 | 199,485 | — | | | Molson Coors Benefit Equalization Plan | 5 | 67,198 | — | | Michelle St. Jacques(2) | — | — | — | — | | Natalie Maciolek(2) | — | — | — | — | | Sergey Yeskov(2) | — | — | — | — |

  109. Pension Benefits

    | (1) Actual years of service differ as follows: Mr. Hattersley (27 years) and Ms. Joubert (26 years). |

  110. Pension Benefits

    | (2) Ms. St. Jacques, Ms. Maciolek and Mr. Yeskov are not participants in any defined benefit pension plan. |

  111. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation The following table sets forth information for each of the NEOs regarding executive and Company contributions, aggregate earnings (on the entire account balance) accrued during 2023, and aggregate withdrawals/distributions, as well as year-end account balances under the deferred compensation plans.

  112. Non-Qualified Deferred Compensation

    | Name | Plan (Defined Below) | Executive Contributions in Last Fiscal Year(1) (a) ($) | Company Contributions in Last Fiscal Year(2) (b) ($) | Aggregate Earnings in Last Fiscal Year (c) ($) | Aggregate Withdrawals/ Distributions (d) ($) | Aggregate Balance at Last Fiscal Year-End (e) ($) | | Gavin D.K. Hattersley | DCP | — | 205,047 | 334,461 | — | 3,013,512 | | Tracey I. Joubert | DCP | — | 98,513 | 482,372 | 58,196(3) | 2,242,649 | | Michelle St. Jacques | DCP | — | 69,857 | 11,994 | — | 342,272 | | Natalie Maciolek | —(4) | — | — | — | — | — | | Sergey Yeskov | DCP | — | — | 29,859 | 24,296(3) | 218,392 |

  113. Non-Qualified Deferred Compensation

    | (1) Executive Contributions in the Last Fiscal Year to the DCP are reflected in the “Summary Compensation Table” in the “Salary” and “Non-Equity Incentive Plan Compensation” columns. |

  114. Non-Qualified Deferred Compensation

    | (2) Company Contributions in the Last Fiscal Year to the DCP are reflected in the “Summary Compensation Table” in the “All Other Compensation” column. |

  115. Non-Qualified Deferred Compensation

    | (3) Represents an in-service distribution. |

  116. Non-Qualified Deferred Compensation

    | (4) Ms. Maciolek did not participate in the DCP for 2023 because she was hired effective September 5, 2023 and did not meet the eligibility requirements. |

  117. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The following table reflects the incremental amount of compensation payable to each of the NEOs in the event of various termination scenarios or a change in control of the Company. The amounts shown assume that such termination was effective as of December 31, 2023, and the value of the Class B common stock was the December 29, 2023 closing market price of $61.21 per share. The amounts do not include benefits earned or vested on or before December 31, 2023, or benefits provided under insurance or regular programs generally available to salaried employees.

  118. Potential Payments Upon Termination or Change in Control

    | Name | Voluntary Separation Or Retirement(1) ($) | Involuntary Termination Without Cause(2) ($) | Termination for Cause(3) ($) | Disability/ Death(4) ($) | Change in Control(5) ($) | | Gavin D.K. Hattersley | | | | | | | Severance Payments | — | 1,250,000 | — | — | 9,375,000 | | Benefits and Perquisites | — | 13,144 | — | — | 26,766 | | Acceleration of Vesting of Stock Options | 1,858,437 | 1,858,437 | — | — | 1,858,437 | | Acceleration of Vesting of RSUs/PSUs | 16,880,983 | 11,272,053 | — | 11,153,870 | 16,998,935 | | Tracey I. Joubert | | | | | | | Severance Payments | — | 849,241 | — | — | 3,227,116 | | Benefits and Perquisites | — | 18,895 | — | — | 35,392 | | Acceleration of Vesting of Stock Options | 531,039 | 531,039 | — | — | 531,039 | | Acceleration of Vesting of RSUs/PSUs | 3,545,895 | 3,591,341 | — | 3,545,895 | 4,952,256 | | Michelle St. Jacques | | | | | | | Severance Payments | — | 710,000 | — | — | 2,698,000 | | Benefits and Perquisites | — | 16,129 | — | — | 31,243 | | Acceleration of Vesting of Stock Options | — | — | — | — | 332,584 | | Acceleration of Vesting of RSUs/PSUs | — | 327,318 | — | 1,823,874 | 2,988,578 | | Natalie Maciolek | | | | | | | Severance Payments | — | 580,000 | — | — | 2,030,000 | | Benefits and Perquisites | — | 3,921 | — | — | 12,932 | | Acceleration of Vesting of Stock Options | — | — | — | — | — | | Acceleration of Vesting of RSUs/PSUs | — | 587,756 | — | 146,659 | 1,173,212 | | Sergey Yeskov | | | | | | | Severance Payments | — | 905,448 | — | — | 1,720,352 | | Benefits and Perquisites | — | — | — | — | — | | Acceleration of Vesting of Stock Options | — | — | — | — | 315,794 | | Acceleration of Vesting of RSUs/PSUs | — | 170,497 | — | 1,744,240 | 3,114,671 |

  119. Potential Payments Upon Termination or Change in Control

    | (1) Mr. Hattersley is retirement eligible (based on age and years of service) for the purposes of the Incentive Compensation Plan and entitled to accelerated vesting of all stock options, accelerated vesting on a pro-rata portion of his PSUs and RSUs for 2021, and full vesting on his 2022 and 2023 RSUs and PSUs on their normal vesting cycle. Ms. Joubert is retirement eligible (based on age and years of service) for purposes of the Incentive Compensation Plan and entitled to accelerated vesting of all stock options and accelerated vesting on a pro-rata portion of her PSUs and RSUs. The amounts in the table reflect the: (i) intrinsic value of the acceleration of vesting of “in the money” stock options (the difference between the exercise price and $61.21, the closing price of the Class B common stock on December 29, 2023); and (ii) the value of the applicable vesting PSUs and RSUs calculated using the closing price of the Class B common stock on December 29, 2023 which was $61.21. PSUs are still subject to the Company meeting the applicable performance requirements. The table assumes performance at target. Mses. St. Jacques and Maciolek, and Mr. Yeskov were not retirement eligible as of December 31, 2023 and would receive no accelerated vesting benefits on equity awards. |

  120. Potential Payments Upon Termination or Change in Control

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  121. Potential Payments Upon Termination or Change in Control

    | (2) For Mses. Joubert, St. Jacques, and Maciolek and Mr. Hattersley, the amounts are pursuant to the U.S. Severance Pay Plan and assume the involuntary termination is eligible for payments under the definitions in that Plan. Mr. Hattersley and Ms. Joubert are retirement eligible and therefore the amount reflects a proration of all outstanding equity awards, plus a cash payment for any outstanding RSUs with an original vest date within one year of the separation date. For Mses. St. Jacques and Maciolek, neither are retirement eligible and the amounts reflect any outstanding RSUs with an original vest date within one year of the separation date and will be paid in cash. For RSUs that are paid in cash, the value would be the average of the Class B common stock closing price for the prior 30 days, or $61.33 for the purposes of this table. For Mr. Yeskov, the amounts are pursuant to his employment agreement. Mr. Yeskov is not retirement eligible and would receive no accelerated vesting benefits on equity awards. |

  122. Potential Payments Upon Termination or Change in Control

    | (3) No payments are made to any NEO if terminated for cause, and all options and unvested RSUs are forfeited, regardless of whether the options are vested. |

  123. Potential Payments Upon Termination or Change in Control

    | (4) The amounts in the table reflect the pro-rata value of RSUs and PSUs regardless of the retirement status of the NEOs. |

  124. Potential Payments Upon Termination or Change in Control

    | (5) For Mses. Joubert, St. Jacques, and Maciolek and Mr. Hattersley, the amounts in the table, under Severance Payments and Benefits and Perquisites, reflect the payments under the CIC Program. For Mr. Yeskov, the amounts reflect the terms of his employment agreement plus any additional standard redundancy pay benefits. The amounts shown reflect the: (i) intrinsic value of the acceleration of vesting of “in the money” stock options (the difference between the exercise price and $61.21, the closing price of the Class B common stock on December 29, 2023); and (ii) the value of PSUs and RSUs using $61.21 the closing price of the Class B common stock on December 29, 2023. The value of the RSUs and PSUs reflect immediate full vesting. The value of the PSUs is calculated assuming performance at 100% of target for PSUs issued in 2023, 2022 and 2021. |

  125. CEO Pay Ratio

    CEO Pay Ratio Under the Dodd-Frank Act, we are required to calculate and disclose the annual total compensation of our median employee and the ratio of the compensation of the median employee to the annual total compensation of our CEO (the CEO Pay Ratio).

  126. 2023 CEO Pay Ratio

    2023 CEO Pay Ratio

  127. 2023 CEO Pay Ratio

    | Annual total compensation of our CEO in 2023 | $12,210,558 | | Annual total compensation of our estimated median employee in 2023 | $80,339 | | RESULTING CEO PAY RATIO | 152 to 1 |

  128. Pay Versus Performance

    Pay Versus Performance In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (PEO) and Non-PEO named executive officers (Non-PEO NEOs) and company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. For further information concerning the Company’s pay-for-performance philosophy and how the Company’s aligns executive compensation with the Company’s performance, please refer to the “Compensation Discussion and Analysis (CD&A)” section of this Proxy Statement.

  129. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(3) | Average Compensation Actually Paid to Non-PEO NEOs ($)(4) | Value of Initial Fixed $100 Investment Based On: | | Net Income (loss) (millions) ($)(7) | Adjusted Net Sales Revenue (millions) ($)(8) | | | | | | | Total Shareholder Return ($)(5) | Peer Group Total Shareholder Return ($)(6) | | | | 2023 | 12,210,558 | 22,572,330 | 3,080,070 | 4,765,744 | 127.23 | 106.96 | 956.40 | 10,552 | | 2022 | 9,071,398 | 8,996,041 | 2,475,380 | 2,460,264 | 101.01 | 86.26 | (186.5) | 9,892 | | 2021 | 8,234,680 | 7,453,975 | 2,493,751 | 2,137,489 | 88.30 | 87.00 | 1,008.5 | 9,407 | | 2020 | 6,940,645 | 4,739,608 | 2,459,312 | 1,836,122 | 84.80 | 85.69 | (945.7) | 8,986 |

  130. Pay Versus Performance

    | (1) The dollar amounts reported are the amounts of total compensation reported for Mr. Hattersley (our Chief Executive Officer) for each corresponding year in the “Total” column of the Summary Compensation Table (SCT) in this Proxy Statement. For further information, please refer to the “Executive Compensation – Summary Compensation Table” section of this Proxy Statement. |

  131. Pay Versus Performance

    | (2) The dollar amounts reported represent the amount of “compensation actually paid” (CAP) to Mr. Hattersley, as computed in accordance with Item 402(v). The dollar amounts do not reflect the actual amount of compensation earned, realized or received by Mr. Hattersley during the applicable year. In accordance with the requirements of Item 402(v), the following amounts were deducted from and added to Mr. Hattersley’s SCT total compensation for each year to determine CAP: |

  132. Pay Versus Performance

    | Year | Reported Summary Compensation Table Total for PEO ($) | Reported Value of Equity Awards ($)(a) | Equity Award Adjustments ($)(b) | Reported Change in the Actuarial Present Value of Pension Benefits ($)(c) | Pension Benefit Adjustments ($) | Compensation Actually Paid to PEO ($) | | 2023 | 12,210,558 | (7,209,074) | 17,570,846 | — | 0 | 22,572,330 | | 2022 | 9,071,398 | (6,179,618) | 6,104,261 | — | 0 | 8,996,041 | | 2021 | 8,234,680 | (5,242,827) | 4,462,122 | — | 0 | 7,453,975 | | 2020 | 6,940,645 | (4,549,004) | 2,373,206 | (25,239) | 0 | 4,739,608 |

  133. Pay Versus Performance

    | (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the SCT for the applicable year. | | (b) The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts added (or deducted, as applicable) in calculating the Equity Award Adjustments in accordance with Rule 402(v) promulgated under Regulation S-K of the Securities Act of 1933 are as follows: |

  134. Pay Versus Performance

    | MOLSON COORS BEVERAGE CO. | 2024 Proxy Statement | 73 |

  135. Pay Versus Performance

    | Year | Year End Fair Value of Equity Awards Granted in the Year and Outstanding and Unvested as of Year End ($) | Change in Fair Value from Prior Year End of Outstanding and Unvested Equity Awards Granted in Prior Years ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Change in Fair Value from Prior Year and through the Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year ($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Equity Award Adjustments ($) | | 2023 | 10,915,595 | 6,915,061 | 0 | 88,608 | (348,418) | 0 | 17,570,846 | | 2022 | 5,305,680 | 439,244 | 0 | 359,337 | 0 | 0 | 6,104,261 | | 2021 | 5,134,591 | (716,034) | 0 | 43,566 | 0 | 0 | 4,462,122 | | 2020 | 3,584,379 | (1,084,350) | 0 | (126,823) | 0 | 0 | 2,373,206 |

  136. Pay Versus Performance

    | (c) The amounts included in this column are the amounts reported in “Change in Pension and Nonqualified Deferred Compensation” column of the SCT for each applicable year. For 2023, 2022, 2021 and 2020 the change in pension value was negative and accordingly was not reflected in the table pursuant to applicable SEC rules. |

  137. Pay Versus Performance

    | (3) The dollar amounts reported represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding Mr. Hattersley) in the “Total” column of the SCT in each applicable year. The names of each of the NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Tracey I. Joubert, Michelle St. Jacques, Natalie Maciolek, and Sergey Yeskov; (ii) for 2022, Tracey I. Joubert, Michelle St. Jacques, Anne-Marie D’Angelo, and Sergey Yeskov; (iii) for 2021, Tracey I. Joubert, Michelle St. Jacques, Peter J. Marino, Simon J. Cox, and E. Lee Reichert; and (iv) for 2020, Tracey I. Joubert, Michelle St. Jacques, Simon J. Cox and E. Lee Reichert. |

  138. Pay Versus Performance

    | (4) The dollar amounts reported represent the average amount of CAP for the NEOs as a group, as computed in accordance with Item 402(v). The dollar amounts do not reflect the actual average amount of compensation earned, realized or received by the NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v), the following adjustments were made to average total compensation for the NEOs as a group for each year to determine the CAP: |

  139. Pay Versus Performance

    | Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs ($) | Average Reported Value of Equity Awards ($) | Average Equity Award Adjustments ($)(a) | Average Reported Change in the Actuarial Present Value of Pension Benefits ($)(b) | Average Pension Benefit Adjustments ($)(c) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2023 | 3,080,070 | (1,515,077) | 3,205,280 | (4,529) | 0 | 4,765,744 | | 2022 | 2,475,380 | (1,269,061) | 1,253,944 | — | 0 | 2,460,264 | | 2021 | 2,493,751 | (1,300,662) | 944,399 | — | 0 | 2,137,489 | | 2020 | 2,459,312 | (1,238,380) | 653,332 | (38,142) | 0 | 1,836,122 |

  140. Pay Versus Performance

    | (a) The amounts deducted or added in calculating the total average Equity Award Adjustments are as follows: |

  141. Pay Versus Performance

    | Year | Average Year End Fair Value of Equity Awards Granted in the Year and Outstanding and Unvested as of Year End ($) | Average Change in Fair Value from Prior Year End of Outstanding and Unvested Equity Awards Granted in Prior Years ($) | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Average Change in Fair Value from Prior Year and through the Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year ($) | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Average Equity Award Adjustments ($) | | 2023 | 2,133,080 | 1,109,432 | 0 | 14,066 | (51,298) | 0 | 3,205,280 | | 2022 | 1,089,585 | 98,434 | 0 | 65,925 | 0 | 0 | 1,253,944 | | 2021 | 1,007,192 | (141,463) | 107,020 | 25,751 | (54,101) | 0 | 944,399 | | 2020 | 975,781 | (295,179) | 0 | (27,269) | 0 | 0 | 653,332 |

  142. Pay Versus Performance

    | (b) For 2023, 2022, 2021 and 2020 the change in pension value was negative and accordingly was not reflected in the table pursuant to applicable SEC rules. |

  143. Pay Versus Performance

    | MOLSON COORS BEVERAGE CO. | 2024 Proxy Statement | 74 |

  144. Pay Versus Performance

    | (5) Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. TSR is cumulative for the measurement periods beginning on December 31, 2019 and ending on December 31 of each of 2023, 2022, 2021 and 2020, respectively. | | (6) Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. As permitted by SEC rules, the peer group used for this purpose consists of the following companies: ABI, Carlsberg, Heineken and Asahi, which is the industry peer group used for purposes of Item 201(e) of Regulation S-K. The separate peer group used by the Committee as a metric for our PSU grants consists of the companies in the S&P Consumer Staples Index, as described in the “Compensation Discussion and Analysis (CD&A)” section of this Proxy Statemen under “PSUs or Performance Equity.” | | (7) The dollar amounts reported represent the amount of net income (loss) reflected in the Company’s audited consolidated statement of operations for the applicable year as included in our Annual Report. The amounts for 2022, 2021 and 2020 differ from amounts reported in our 2023 proxy statement based on SEC clarifying guidance. | | (8) Adjusted Net Sales Revenue is defined in the “Compensation Discussion and Analysis (CD&A)” section of this Proxy Statement, generally as total revenue from sales after excise taxes, adjusted for certain items. It is a non-GAAP measure. Applicable U.S. GAAP and underlying non-GAAP results may be adjusted for foreign currency movements and certain unplanned economic or business issues as approved by the Compensation & HR Committee. While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that this is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to Company performance. |

  145. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table

  146. Compensation Actually Paid and Total Shareholder Return

    Compensation Actually Paid and Total Shareholder Return Changes in our share price have a direct impact on the value of equity-based compensation issued to our NEOs, which makes up a significant portion of the value of compensation received – approximately 78% for our PEO and 67% for other NEOs. As shown below, both PEO and non-PEO CAP are highly aligned with cumulative Company TSR and TSR performance relative to the peer group included in the pay versus performance tabular disclosure above.

  147. Compensation Actually Paid and Total Shareholder Return

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  148. Compensation Actually Paid and Other Measures

    Compensation Actually Paid and Other Measures We do not use GAAP Net Income as a metric within either our short- or long-term incentive plans. The relationship between this measure and CAP is shown below: Adjusted NSR is a significant metric included in both our annual incentives on a single year basis and in our PSUs on a cumulative basis (weighted 22.5% for annual incentives and 25% for PSU grants made each year). The Adjusted NSR alignment with CAP for our executives is shown below:

  149. Compensation Actually Paid and Other Measures

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