DEF 14A of Molson Coors Beverage Co, Apr 2, 2025

DEF 14A of Molson Coors Beverage Co

Filed Apr 2, 2025 · FY20240001558370-25-004296

Open on EDGAR

  1. Special Note Regarding Forward-Looking Statements

    | Grants of Plan Based Awards | 74 | | Outstanding Equity Awards at Fiscal Year-End | 76 | | Option Exercises and Stock Vested | 77 | | Pension Benefits | 77 | | Non-Qualified Deferred Compensation | 78 | | Potential Payments Upon Termination or Change in Control | 80 | | Material Terms of Employment Agreements and Letters | 82 | | CEO Pay Ratio | 82 | | PAY VERSUS PERFORMANCE | 83 | | Financial Performance Measures | 85 | | Analysis of the Information Presented in the Pay Versus Performance Table | 85 | | PROPOSAL NO. 3 — APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE MOLSON COORS BEVERAGE COMPANY INCENTIVE COMPENSATION PLAN | 87 | | Key Features of the Plan | 88 | | Summary of the Plan | 88 | | Description of Certain Federal Income Tax Consequences Under the Plan | 93 | | Plan Benefits | 94 | | Aggregate Past Grants Under the Plan | 95 | | Equity Compensation Plan Information | 95 | | PROPOSAL NO. 4 — RATIFY APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2025 | 96 | | Fees | 97 | | Pre-Approval Policy Regarding Independent Registered Public Accounting Firm Services | 97 | | AUDIT COMMITTEE REPORT | 98 | | Primary Responsibilities | 98 | | Audit Committee Report | 98 | | BENEFICIAL OWNERSHIP | 100 | | QUESTIONS AND ANSWERS | 103 | | Proxy Materials and Voting Information | 103 | | Corporate Structure, Common Stock and Exchangeable Shares | 110 | | Board Communications, Stockholder Proposals and Company Documents | 112 | | OTHER BUSINESS | 114 | | ANNEX A | 115 | | Use of Non-GAAP Measures | 115 | | Reconciliation to Nearest U.S. GAAP Measures | 116 | | APPENDIX A | 119 | | Molson Coors Beverage Company Incentive Compensation Plan | |

  2. Director Nominee Highlights — Page 10

    Director Nominee Highlights — Page 10

  3. 2025 Director Nominee Snapshot

    2025 Director Nominee Snapshot

  4. Executive Compensation Governance Practices

    | | | | | | | Tie a significant portion of compensation to performance | | Design our executive compensation program to encourage excessive risk taking | | | Use a balance of short- and long-term incentive awards with diverse performance metrics for both | | Re-price stock options without stockholder approval | | | Award incentive compensation subject to clawback policies | | Provide excise tax gross ups to executives | | | Consider peer group and comparable industry data in setting compensation | | Allow hedging of Company stock | | | Establish significant executive and director stock ownership guidelines and evaluate compliance annually | | Award excessive perquisites | | | Retain an independent compensation consultant | | Offer excessive change in control or severance benefits | | | Actively engage with investors regarding executive compensation and governance practices | | Pay dividends or dividend equivalents prior to vesting of stock awards | | | | | Pay dividends or dividend equivalents on stock options |

  5. Executive Compensation Performance Measures & Results

    Executive Compensation Performance Measures & Results

  6. Performance Measures

    Performance Measures Collectively, the metrics for our short- and long-term incentive programs drive our executive team to focus on earning more, using less, and investing wisely. The performance measures are explained in detail below.

  7. Performance Measures

    | Business Goal | Performance Measures(1),(2) | Drivers | | Earn More | ● Underlying Income Before Income Taxes and Cumulative Underlying Income Before Income Taxes ● Underlying Free Cash Flow (FCF) ● Underlying Net Sales Revenue (NSR) and Cumulative Underlying NSR ● Relative Total Shareholder Return (TSR) | ● Build extraordinary brands ● Strengthen customer excellence ● Drive disruptive growth | | Use Less | ● Underlying Income Before Income Taxes and Cumulative Underlying Income Before Income Taxes ● Underlying FCF ● Cumulative Underlying Earnings Per Share ● Relative TSR | ● Drive synergies and cost savings ● Increase productivity ● Increase efficiency of spend | | Invest Wisely | ● Underlying Income Before Income Taxes and Cumulative Underlying Income Before Income Taxes ● Underlying FCF ● Cumulative Underlying Earnings Per Share ● Relative TSR | ● Brand-led growth opportunities ● Strengthen balance sheet ● Drive shareholder return |

  8. Performance Measures

    | 2025 Proxy Statement | | 7 |

  9. Molson Coors Incentive Plan (MCIP) and Performance Share Unit (PSU) Metrics and Highlights

    Molson Coors Incentive Plan (MCIP) and Performance Share Unit (PSU) Metrics and Highlights

  10. Molson Coors Incentive Plan (MCIP) and Performance Share Unit (PSU) Metrics and Highlights

    | 2024 MCIP Metric (Weight)(1),(2) | 2024 Highlights | | Underlying Income Before Income Taxes (45%) | The Enterprise achieved above target level performance on Underlying Income Before Income Taxes The Americas Business Unit achieved above target level performance on Underlying Income Before Income Taxes The EMEA&APAC Business Unit achieved above target level performance on Underlying Income Before Income Taxes | | Underlying FCF (18%) | The Enterprise achieved above target level performance on Underlying FCF The Americas Business Unit achieved above target level performance on Underlying FCF The EMEA&APAC Business Unit achieved above threshold level performance on Underlying FCF | | Underlying NSR (27%) | The Enterprise achieved above threshold level performance on Underlying NSR The Americas Business Unit achieved above threshold level performance on Underlying NSR The EMEA&APAC Business Unit achieved above threshold level performance on Underlying NSR | | People & Planet Scorecard (10%) | We made progress on our People & Planet metrics with generally positive results. | | 2022 to 2024 PSU Metric(1),(3) | 2022 to 2024 Highlights | | Relative TSR | Relative TSR over the three-year performance period was above the 75th percentile relative to the companies in the S&P 500 Consumer Staples Index at the end of the performance period, which achieved maximum level performance. | | Cumulative Underlying Income Before Income Taxes | We achieved above target level performance on 2022-2024 Cumulative Underlying Pre-Tax Income. | | Cumulative Underlying NSR | We achieved above target level performance on 2022-2024 Cumulative Underlying NSR. |

  11. Molson Coors Incentive Plan (MCIP) and Performance Share Unit (PSU) Metrics and Highlights

    | (1) Performance measures, with the exception of the People & Planet Scorecard and Relative TSR, are non-GAAP financial measures. See “2024 MCIP Performance Metrics” and “Long-Term Incentive (LTIP) Results” in the “Compensation Discussion and Analysis (CD&A)” section of this Proxy Statement for definitions of these non-GAAP financial measures. |

  12. Molson Coors Incentive Plan (MCIP) and Performance Share Unit (PSU) Metrics and Highlights

    | (2) See “Annual Incentives” and “Long-Term Incentives” sections of this Proxy Statement for further information about our MCIP, LTIP and actual performance. |

  13. Molson Coors Incentive Plan (MCIP) and Performance Share Unit (PSU) Metrics and Highlights

    | (3) These PSUs were granted in 2022 for the 2022-2024 performance period. Each of our NEOs other than Ms. Maciolek (who joined the Company in 2023) received these awards. Mr. Yeskov’s award was forfeited upon his termination of employment with the Company on December 31, 2024. |

  14. Molson Coors Incentive Plan (MCIP) and Performance Share Unit (PSU) Metrics and Highlights

    | 8 | | 2025 Proxy Statement |

  15. MCIP and PSU Performance Results

    MCIP and PSU Performance Results

  16. MCIP and PSU Performance Results

    | | Incentive Plan | | | | | | 2024 Enterprise MCIP | 2024 Americas MCIP | 2024 EMEA&APAC MCIP | 2022 to 2024 PSUs | | Affected NEOs | Hattersley, Joubert, Maciolek | St. Jacques | Yeskov | Hattersley, Joubert, St. Jacques | | Performance Result | 97% | 94% | 101% | 175% |

  17. MCIP and PSU Performance Results

    | 2025 Proxy Statement | | 9 |

  18. MCIP and PSU Performance Results

    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. Peter H. Coors was not re-nominated for election as a director at the Annual Meeting by the Class A-C Nominating Subcommittee. Further, as previously disclosed, in March 2025, Julia M. Brown notified the Board of her intent to retire as a Class A Director of the Company effective upon the end of her term at the Annual Meeting, allowing her to devote more time to her global philanthropic work. 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.

  19. MCIP and PSU Performance Results

    | 10 | | 2025 Proxy Statement |

  20. 2025 Nominees for Class A Directors

    2025 Nominees for Class A Directors

  21. 2025 Nominees for Class A Directors

    | David S. Coors Age 43 | | | KEY QUALIFICATIONS | | | | | As a fifth-generation member of the Coors family, David Coors brings to the Board extensive knowledge of the Company's history and culture, expertise in the beer business both domestically and internationally, and the unique perspective of a long-term, highly committed stockholder. As the leader of Coors Spirits Co. and former Vice President of Next Generation Beverages, as well as holding other commercial sales and marketing positions, he brings experience and strategic direction as we enter new product segments as part of our overall business growth strategy. | | | | | PROFESSIONAL EXPERIENCE | | | | | Molson Coors (2010 – Present) ● Executive Chairman, Coors Spirits Co., Molson Coors (2023 – Present) ● Vice President, Next Generation Beverages, Molson Coors (2019 – 2023) ● Senior Director, Global Craft and Retail (2017 – 2018) ● General Manager, Australasia (2013 – 2016) ● Various management positions (2010 – 2013) | | Director Since: 2020 Board Vice Chair Since: May 2023 | | | | | Committee(s): Governance Committee (Chair) | | | OTHER EXPERIENCE | | | | | Other For-Profit Boards: ● Board of Directors, Adolph Coors Company LLC ● Director, The Yuengling Company LLC, a joint venture between Molson Coors and a D.G. Yuengling & Son, Inc. affiliate | | SKILLS & EXPERIENCE | | | | | | | | | | | | | | | | | | |

  22. 2025 Nominees for Class A Directors

    | 2025 Proxy Statement | | 13 |

  23. 2025 Nominees for Class A Directors

    | Peter J. Coors Age 48 | | | KEY QUALIFICATIONS | | | | | As a fifth-generation member of the Coors family, Peter J. Coors brings to the Board extensive knowledge of the Company's history and culture and the unique perspective of a long-term, highly committed stockholder. As a master brewer, he brings a business background in the beer industry, and a deep knowledge of malting, brewing, and packaging. He also offers a strong perspective, leadership and expertise in the U.S. beer business and integrated supply chain matters. | | | | | PROFESSIONAL EXPERIENCE | | | | | Molson Coors (2001 – Present) ● Director of Capital Projects – G150 Project (2020 – Present) ● Senior Manager of Quality Assurance (2018 – 2019) ● Senior Manager of International Craft Development (2016 – 2018) ● Brewery Manager, MillerCoors LLC (n/k/a Molson Coors Beverage Company USA LLC), our U.S. business (2014 – 2016) ● Trade and Consumer Quality Manager, MillerCoors LLC (2011 – 2014) ● Various management positions, Molson Coors, MillerCoors LLC and Coors Brewing Company (2001 – 2011) | | Director Nominee | | | | | SKILLS & EXPERIENCE | | | OTHER EXPERIENCE | | | | | Former U.S. Public Company Boards: ● Molson Coors Beverage Company (NYSE: TAP) (2015 – 2020) Other For-Profit Boards: ● Board of Directors, Adolph Coors Company LLC | | | | | |

  24. 2025 Nominees for Class A Directors

    | 14 | | 2025 Proxy Statement |

  25. 2025 Nominees for Class A Directors

    | Mary Lynn Ferguson-McHugh Age 65 | | | KEY QUALIFICATIONS | | | | | Ms. Ferguson-McHugh has significant global operational experience and extensive consumer goods knowledge from her over three-decade career at Procter & Gamble. She brings considerable knowledge in the areas of brand building, consumer insights, human capital management, supply chain, international, corporate transactions, and innovation, including efforts to enter new markets and adapt products to meet the evolving needs of consumers around the world. | | | | | PROFESSIONAL EXPERIENCE | | | | | Procter & Gamble Company (NYSE: PG), a global consumer goods company (1986 – 2021) ● CEO of Family Care and New Business (2019 – 2021) ● Group President, Global Family Care and P&G Ventures (2015 – 2019) ● Group President, Western Europe and then as Group President, Europe (2011 – 2014) ● Various roles of increasing responsibility (1986 – 2010) | | Director Since: 2015 Independent Director | | | | | Committee(s): Compensation and HR (Chair) | | | OTHER EXPERIENCE | | | | | U.S. Public Company Boards: ● Smurfit Westrock plc (formerly, Smurfit Kappa plc) (NYSE: SW) since 2023 Other For-Profit Boards: ● Director, FJ Management Inc. | | SKILLS & EXPERIENCE | | | | | | | | | | | | | | | | | | | | | | | |

  26. 2025 Nominees for Class A Directors

    | 2025 Proxy Statement | | 15 |

  27. 2025 Nominees for Class A Directors

    | Gavin D.K. Hattersley Age 62 | | | KEY QUALIFICATIONS | | | | | Mr. Hattersley’s knowledge and leadership of Molson Coors as our current President and CEO, his global operational and financial expertise, his beer and beverage industry and senior management experience, along with his public company board experience, make him a valuable member of our Board. Mr. Hattersley also brings to our Board a broad understanding of our overall industry, business, operations and growth strategy. In addition, Mr. Hattersley provides strong relationships with distributors, partners, retailers and senior industry leaders. | | | | | PROFESSIONAL EXPERIENCE | | | | | Molson Coors (2002 – Present) ● President and CEO (2019 – Present) ● CEO MillerCoors LLC (n/k/a Molson Coors Beverage Company USA LLC), our U.S. business (2015 – 2019) ● CFO Molson Coors (2012 – 2015) ● Executive Vice President and CFO MillerCoors LLC (2008 – 2012) ● Senior Vice President Miller Brewing Company (2002 – 2008) SAB Limited of Johannesburg, South Africa, a beer brewer (1997 – 2002) ● CFO (1999 – 2002) ● Various Financial Management Positions (1997 – 1998) Barloworld Limited, an industrial brand management company (1987 – 1996) ● Various Financial Positions (1987 – 1996) | | Director Since: 2019 | | | | | Committee(s): None | | | | | SKILLS & EXPERIENCE | | | | | | | | | | | | | | | | | | OTHER EXPERIENCE | | | | | U.S. Public Company Boards: ● Zoetis Inc. (NYSE: ZTS) since 2024 Other For-Profit Boards: ● Director, The Yuengling Company LLC, a joint venture between Molson Coors and a D.G. Yuengling & Son, Inc. affiliate | | | | | |

  28. 2025 Nominees for Class A Directors

    | 16 | | 2025 Proxy Statement |

  29. 2025 Nominees for Class A Directors

    | Andrew T. Molson Age 57 | | | KEY QUALIFICATIONS | | | | | As a seventh-generation member of the Molson family, Mr. Andrew Molson brings to the Board extensive knowledge of Molson Coors' history and culture, and the unique perspective of a long-term, highly committed stockholder. He also brings significant leadership experience and extensive knowledge regarding public relations and corporate governance, including through his service on the boards of several public and private companies. Additionally, he provides a strong perspective, leadership and expertise in the Canadian beer business. | | | | | PROFESSIONAL EXPERIENCE | | | | | AVENIR GLOBAL, a network uniting eight strategic communications firms across Canada, the U.S., Europe and the Middle East, including NATIONAL Public Relations, AXON, Madano, SHIFT Communications, Padilla, Cherry, Hanover and Time & Space (1997 – Present) ● Chairman (1997 – Present) | | Director Since: 2005 | | | OTHER EXPERIENCE | | Committee(s): Governance | | | U.S./Canadian Public Company Boards: ● Theratechnologies Inc. (Nasdaq: THTX; TSX: TH) since 2020 ● Dundee Corporation (TSX: DC.A) since 2015 Other For-Profit Boards: ● Director, CH Group Limited Partnership ● Director, Groupe Deschênes Inc. | | SKILLS & EXPERIENCE | | | | | | | | | | | | | | | | | | |

  30. 2025 Nominees for Class A Directors

    | 2025 Proxy Statement | | 17 |

  31. 2025 Nominees for Class A Directors

    | Geoffrey E. Molson Age 54 | | | KEY QUALIFICATIONS | | | | | As a seventh-generation member of the Molson family, Mr. Geoffrey Molson brings to the Board extensive knowledge of Molson Coors' history and culture, and the unique perspective of a long-term, highly committed stockholder. Mr. Molson also brings experience in the sports and entertainment industry which is an important marketing platform for Molson Coors. Additionally, he brings experience in beer sales, marketing, distributor development and key account management, where he played a strategic role in the development of the Molson Coors’ brand and in forging partnerships with key stakeholders. | | | | | PROFESSIONAL EXPERIENCE | | | | | CH Group Limited Partnership, a sports and entertainment company and owner of the Montréal Canadiens, the Bell Centre, L’Équipe Spectra and Gestion evenko (2009 – Present) ● General Partner (2009 – Present) ● President and CEO (2011 – Present) Molson Coors (2009 – Present) ● Ambassador, representing the Molson family in key strategic areas of our business Molson Inc. (1999 – 2009) ● Various roles of increasing responsibility, including its former U.S. business (1999 – 2009) | | Director Since: 2009 Board Chair Since: May 2023 | | | | | Committee(s): Governance | | | | | SKILLS & EXPERIENCE | | | OTHER EXPERIENCE | | | | | Other For-Profit Boards: ● Director, AVENIR GLOBAL ● Director, The Yuengling Company LLC, a joint venture between Molson Coors and a D.G. Yuengling & Son, Inc. affiliate | | | | | | | | | | |

  32. 2025 Nominees for Class A Directors

    | 18 | | 2025 Proxy Statement |

  33. 2025 Nominees for Class A Directors

    | Nessa O’Sullivan Age 60 | | | KEY QUALIFICATIONS | | | | | As a former CFO and senior finance executive at global companies, Ms. O’Sullivan brings more than three decades of financial and accounting expertise to the Board, including most recently as the CFO and Executive Director of a global logistics company. She has a deep understanding of the complex financial issues facing large global companies, and provides valuable perspectives into the types of accounting, risk management, capital allocation, and supply chain and logistics matters facing Molson Coors. | | | | | PROFESSIONAL EXPERIENCE | | | | | Brambles Limited (ASX: BXB), a global logistics company (2016 – 2023) ● Executive Director (2017 – 2023) ● CFO (2016 – 2023) Coca-Cola Amatil Limited (ASX: CCL), an Australian bottler of non-alcoholic beverages (2005 – 2015) ● Group CFO roles (2008 – 2015) ● Various roles of increasing responsibility (2005 – 2007) Yum! Brands, Inc. (NYSE: YUM), a quick service food corporation (1993 – 2005) ● CFO SOPAC Region & VP Finance (2000 – 2005) ● Various financial and commercial roles (1993 – 2000) Tyco Grinnell, a fire protection system manufacturer (1990 – 1993) ● Regional Financial Controller (1990 – 1993) Price Waterhouse, an accounting firm (1985 – 1990) ● Auditor/Consultant (1985 – 1990) | | Director Since: 2020 Independent Director | | | | | Committee(s): Audit (Chair) and Finance | | | | | SKILLS & EXPERIENCE | | | | | | | | | | | | | | | | | | OTHER EXPERIENCE | | | | | Former Australian Public Company Boards: ● Brambles Limited (ASX: BXB) 2017 – 2023 | | | | | |

  34. 2025 Nominees for Class A Directors

    | 2025 Proxy Statement | | 19 |

  35. 2025 Nominees for Class A Directors

    | H. Sanford Riley Age 73(1) | | | KEY QUALIFICATIONS | | | | | Mr. Riley provides the Board with a strong understanding of the Company, institutional memory, and our business as a result of his years of service as a director. He has also served as our Independent Governance Committee Member for over a decade, which has allowed him to build strong relationships and trust with the Coors and Molson families, the independent directors, and members of management. He also provides a high level of finance and corporate governance expertise, having served in executive leadership and board positions with several highly regulated global companies. | | | | | PROFESSIONAL EXPERIENCE | | | | | Richardson Financial Group Limited, a specialized financial services company (2003 – Present) ● President and CEO (2003 – Present) | | Director Since: 2020 Independent Director | | | | | Committee(s): Compensation & HR Governance (Independent Governance Committee Member) | | | OTHER EXPERIENCE | | | | | U.S. Public Company Boards: ● CPI Card Group (Nasdaq: PMTS) since 2023 Canadian Public Company Boards: ● RF Capital Group Inc. (TSX: RCG) since 2021 Former Canadian Public Company Boards: ● The North West Company (TSX: NWC) (2002 – 2022) ● Canadian Western Bank (TSX: CWB) (2011 – 2022) Other For-Profit Boards: ● Director, Loewen Windows ● Director, Agi3 Ltd. | | SKILLS & EXPERIENCE | | | | | | | | | | | | | | | | | | |

  36. 2025 Nominees for Class A Directors

    | (1) Upon the recommendation of the members of the Governance Committee other than Mr. Riley, the Board again 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. |

  37. 2025 Nominees for Class A Directors

    | 20 | | 2025 Proxy Statement |

  38. 2025 Nominees for Class A Directors

    | Jill Timm Age 51 | | | KEY QUALIFICATIONS | | | | | Through her over two decades of serving in financial leadership roles at a large public company retailer, including currently as CFO, Ms. Timm brings to the Board a wealth of financial expertise, including strategic planning, risk management, accounting, and financial reporting. She provides the Board with insights into effective capital allocation, financial management, and operational efficiency. She also brings to the Board a deep understanding of public company stakeholder considerations and significant experience in digital platforms and technology. | | | | | PROFESSIONAL EXPERIENCE | | | | | Kohl’s Corporation (NYSE: KSS), a leading North American omnichannel retailer (1999 – Present) ● Chief Financial Officer (2019 – Present) ● Executive Vice-President, Finance (2017 – 2019) ● Senior Vice President, Finance (2012 – 2017) ● Vice President, Finance (2008 – 2012) ● Various roles of increasing responsibility (1999 – 2008) Arthur Andersen LLP, an accounting firm (1995 – 1999) ● Senior Auditor (1995 – 1999) | | Director Since: 2023 Independent Director | | | | | Committee(s): Audit, Technology and Finance | | | | | SKILLS & EXPERIENCE | | | | | | | | | | | | | | | | | | | | | | | |

  39. 2025 Nominees for Class A Directors

    | 2025 Proxy Statement | | 21 |

  40. 2025 Nominees for Class A Directors

    | Leroy J. Williams, Jr. Age 60 | | | KEY QUALIFICATIONS | | | | | Mr. Williams brings the Board extensive cybersecurity, digital strategy, and e-commerce expertise through his over two decades of experience as a Global Chief Information Officer and as CEO of an information technology consulting firm. He also has valuable knowledge in finance and capital allocation, enterprise risk management and the use of artificial intelligence and technology in business, and experience in managing large, complex transformational efforts on a global scale. | | | | | PROFESSIONAL EXPERIENCE | | | | | CyberTekIQ, LLC, an information technology consulting firm (2016 – Present) ● Founder and CEO (2016 – Present) Ball Corporation, a global packaging provider (NYSE: BLL) (2005 – 2016) ● Global Chief Information Officer (2005 – 2016) State of Colorado (2001 – 2005) ● Secretary of Technology ● Statewide Chief Information Officer ● Acting Executive Director for the Department of Labor & Employment Qwest Communications and its affiliates, telecommunications companies ● Various roles of increasing responsibility Norwest (now Wells Fargo), a financial services company ● Senior Technical Consultant United States Army ● Telecommunications Specialist | | Director Since: 2022 Independent Director | | | | | Committee(s): Audit, Technology (Chair) and Finance | | | | | SKILLS & EXPERIENCE | | | | | | | | | | | | | OTHER EXPERIENCE | | | | | U.S. Public Company Boards: ● UMB Financial Corporation (NYSE: UMBF) since 2016 Other For-Profit Boards: ● Director, J.E. Dunn Construction Group | | | | | | | | | | |

  41. 2025 Nominees for Class A Directors

    | 22 | | 2025 Proxy Statement |

  42. 2025 Nominees for Class A Directors

    | James “Sandy” A. Winnefeld, Jr Age 68 | | | KEY QUALIFICATIONS | | | | | Admiral Winnefeld has extensive expertise in global regulatory and government affairs from his over 35-year career in the United States Navy. He brings to the Board extensive leadership, information technology and cybersecurity, and human capital management experience. He also provides valuable enterprise risk management perspectives and insights into international regions through his government background and experience as a board member and advisor of several public and private companies. | | | | | PROFESSIONAL EXPERIENCE | | | | | United States Navy (1978 – 2015) ● Vice Chairman of the Joint Chiefs of Staff (the United States’ number two ranking military officer) (2011 – 2015) ● Various positions of increasing responsibility, including Commander, U.S. Northern Command (USNORTHCOM); Commander, North American Aerospace Defense Command (NORAD); Commander, U.S. Sixth Fleet; and Commander, Allied Joint Command Lisbon, United States Navy (1978 – 2011) | | Director Since: 2020 Independent Director | | | | | Committee(s): Audit, Technology and Compensation & HR | | | OTHER EXPERIENCE | | | | | U.S. Public Company Boards: ● RTX Corporation (formerly Raytheon Technologies Corporation) (NYSE: RTX) since 2017 Other For-Profit Boards: ● Chair, Cytec Defense Materials LLC ● Director, Alliance Laundry Systems LLC ● Director, Enterprise Holdings, Inc. ● Director, HawkEye 360, Inc. | | SKILLS & EXPERIENCE | | | | | | | | | | | | | |

  43. 2025 Nominees for Class A Directors

    | 2025 Proxy Statement | | 23 |

  44. 2025 Nominees for Class B Directors

    2025 Nominees for Class B Directors

  45. 2025 Nominees for Class B Directors

    | Christian “Chris” P. Cocks Age 51 | | | KEY QUALIFICATIONS | | | | | Through Mr. Cocks’ role as CEO of Hasbro, he brings to the Board executive public company leadership experience and an extensive understanding of consumer behavior across multiple channels, including deep e-commerce, brand management and digital transformation experience. He also has valuable experience in the consumer goods industry, enterprise strategy and human capital management, including talent management and development. | | | | | PROFESSIONAL EXPERIENCE | | | | | Hasbro, Inc., a multinational toy manufacturing and entertainment holding company (Nasdaq: HAS) (2016 – Present) ● CEO (2022 – Present) ● President and Chief Operating Officer of Wizards of the Coast and Digital Gaming (2021 – 2022) ● President of Wizards of the Coast (2016 – 2021) Microsoft Corporation (Microsoft), a multinational technology conglomerate (Nasdaq: MSFT) (1999 – 2005, 2008 – 2016) ● Vice President, OEM Engineering (2008 – 2016) ● Various positions of increasing responsibility (1999 – 2005) LeapFrog Enterprises, Inc., a provider of electronic learning products (2006 – 2008) ● Vice President, Educational Games (2006 – 2008) | | Independent Director Nominee | | | | | SKILLS | | | | | | | | | | | | | | | | | | | | | | | |

  46. 2025 Nominees for Class B Directors

    | 24 | | 2025 Proxy Statement |

  47. 2025 Nominees for Class B Directors

    | Roger G. Eaton Age 64 | | | KEY QUALIFICATIONS | | | | | Mr. Eaton brings to the Board extensive experience in global brand management, operations and finance. He possesses a high level of leadership, accounting and financial expertise and international business expertise, providing useful perspectives on financial positioning and capital allocation. Mr. Eaton also has expertise in international business matters, corporate strategy, and mergers and acquisitions. | | | | | PROFESSIONAL EXPERIENCE | | | | | Yum! Brands, Inc., a quick service food corporation (NYSE: YUM) (1990 – 1995, 2000 – 2019) ● CEO, KFC (2015 – 2019) ● Chief Operations Officer, Yum! Brands, Inc. (2011 – 2015) ● Operational Excellence Officer, Yum! Brands, Inc. (2011) ● CEO and President, KFC USA (2008 – 2011) ● Senior Vice President/Managing Director, YUM! Restaurants International South Pacific (2000 – 2008) ● Various regional CEO and CFO responsibilities (1990 – 1995) Hoyts Corporation, an entertainment company and cinema owner and operator (1995 – 2000) ● Chief Operating Officer, Hoyts Cinema Australia Limited (1998 – 2000) ● President, Hoyts USA Limited (1995 – 1998) | | Director Since: 2012 Independent Director | | | | | Committees: Audit and Finance (Chair) | | | | | SKILLS | | | OTHER EXPERIENCE | | | | | Other For-Profit Boards: ● Director, Arnott’s Biscuits Holdings Pty Limited ● Director, George and Matilda Eyecare | | | | | | | | | | | | | | | |

  48. 2025 Nominees for Class B Directors

    | 2025 Proxy Statement | | 25 |

  49. 2025 Nominees for Class B Directors

    | Charles M. Herington Age 65 | | | KEY QUALIFICATIONS | | | | | Mr. Herington provides the Board with over 40 years of experience in marketing, brand building and consumer insights. He also brings deep knowledge of international markets and global operations leadership and experience in major international markets, particularly Latin America. He brings significant risk management and strategic experience through his service on the boards of several public and private companies. | | | | | PROFESSIONAL EXPERIENCE | | | | | Zumba Fitness LLC, a worldwide provider of dance fitness classes (2012 – Present) ● Chief Operating Officer, Vice-Chairman and President of Global Operations (2012 – Present) Avon Products Inc., a multinational cosmetics, skin care, fragrance and personal care company (2006 – 2012) ● Executive Vice-President of Developing and Emerging Markets Group (Office of the Chairman) (2006 – 2012) America Online, web portal and online service provider (1999 – 2006) ● President and CEO, America Online (AOLA) Latin America (1999 – 2006) Revlon, multinational cosmetics, skin care, fragrance and personal care company (1997 – 1999) ● President, Latin America (1997 – 1999) PepsiCo, Inc. (Nasdaq: PEP), a multinational food, snack, and beverage corporation (1990 – 1997) ● Division President, PepsiCo Restaurants Latin America (1990 – 1997) The Procter & Gamble Company (NYSE: PG), a global consumer goods company (1981 – 1990) ● Various brand management positions (1981 – 1990) | | Director Since: 2005 Independent Director | | | | | Committees: Audit & Finance | | | | | SKILLS | | | | | | | | | | | | | OTHER EXPERIENCE | | | | | Former U.S./Canadian Public Company Boards: ● Gildan Activewear Inc. (NYSE/TSX: GIL) 2018 – 2024 Other For-Profit Boards: ● Director, Quirch Foods, LLC ● Director, HyCite Enterprises, LLC ● Director, Accupac, LLC | | | | | | | | | | |

  50. Nomination Process

    | (1) The Class A-C Nominating Subcommittee and the Class A-M Nominating Subcommittee each cease to have the power to make nominations and fill vacancies if the Coors Trust and certain Coors family stockholders, in the case of the Class A-C Nominating Subcommittee, or Pentland Securities (1981) Inc. (Pentland) and certain Molson family stockholders, in the case of the Class A-M Nominating Subcommittee, fall below certain ownership thresholds. The required thresholds are all currently satisfied. |

  51. Our Long-Term Family Stakeholders

    Our Long-Term Family Stakeholders Molson Coors is the proud combination of two family controlled publicly listed companies that came together in 2005: Molson, Inc. (Molson) and Adolph Coors Company (Coors). Molson traces its roots back to 1786, making it North America’s oldest beer company, and Coors was originally founded in 1873. We believe the long history of the involvement and ownership of the Molson and Coors families is one of our greatest strengths. Our Company continues to thrive because of having two dedicated family stakeholder bases with a long-term ownership perspective. Generations of Molson and Coors family members have actively served on our Board and been engaged in the business, which demonstrates their families’ interest in and commitment to the long-term success of our Company. Currently, Andrew T. Molson and Geoffrey E. Molson, each sixth generation Molson family members engaged in the business, are active members of our Board. In addition, Peter H. Coors and David S. Coors, fourth and fifth generation Coors family members, respectively, are engaged in the business and also active members of our Board, and David S. Coors and Peter J. Coors (each sons of Peter H. Coors) are also active employees in our business. In addition, Peter J. Coors is a director nominee to join the Board at the Annual Meeting. We strongly believe that the Molson and Coors families’ control and their long-term stewardship have provided, and will continue to provide, a strategic advantage to our Company. Historically, the family ownership structure has helped to maintain stability and mitigate certain short-term pressures typically faced by widely held companies, which has allowed the Board and management to focus on more long-term sustainable growth that generally benefits all stockholders. This strategic advantage is sustained by a careful balancing of the roles of our Board, management, and all our stockholders—including the Molson and Coors families. We also recognize the important role that our independent directors play in our Company. Despite our “controlled company” nature, a majority of our Board is independent and, as discussed further above, our Independent Governance Committee Member plays a crucial role in helping to confirm the interests of all directors are taken into consideration on matters, including through acting as chair of the executive sessions of solely independent directors. The family members also play an important role in upholding our corporate culture, which has helped us to attract and retain top talent. In addition, management effectively cultivates its relationship with the Molson and Coors family members through a variety of channels, including regular Board and committee interaction, investing in future growth opportunities and supporting Molson Coors’ vision to unite people and celebrate all life’s moments.

  52. Our Long-Term Family Stakeholders

    | 42 | | 2025 Proxy Statement |

  53. General

    General We use a combination of cash and stock-based compensation to ensure we can attract and retain high-caliber individuals to serve on our Board. The Compensation & HR Committee, with assistance from the Compensation Consultant, reviews and makes recommendations to our Board annually with respect to the form and amount of director compensation. In setting director compensation, the Compensation & HR Committee considers the significant amount of time that directors expend in fulfilling their duties to our Company and the skill level required of our Board members, as well as the compensation of directors at our peer companies. Our overall director compensation approach is to target the median of our peer group described in the “Compensation Discussion & Analysis (CD&A)” section of this Proxy Statement for both cash and stock-based elements.

  54. 2024 Compensation

    2024 Compensation Directors received an annual cash retainer and an annual equity grant in the form of restricted stock units (RSUs), as shown below. Amounts paid are prorated according to dates of service.

  55. 2024 Compensation

    | | Compensation Element | | | | | Cash | | Total Annual | | | Retainer | RSUs | Retainer | | Role | ($) | ($) | ($) | | All Directors (base retainer) | 105,000 | 165,000 | 270,000 | | Board Chair and Board Vice Chair | 195,000 | 165,000 | 360,000 | | Independent Governance Committee Member | 125,000 | 165,000 | 290,000 | | Audit Committee Chair | 130,000 | 165,000 | 295,000 | | Technology Subcommittee Chair | 120,000 | 165,000 | 285,000 | | Compensation & HR Committee Chair | 125,000 | 165,000 | 290,000 | | Finance Committee Chair | 120,000 | 165,000 | 285,000 |

  56. Director Compensation Table

    Director Compensation Table The table below summarizes the compensation by our Company to directors, except for Mr. Hattersley, for the year ended December 31, 2024. As noted above, Mr. Hattersley, as our President and CEO, does not receive any compensation for his service on the Board.

  57. Director Compensation Table

    | | Fees Earned or | | | | | | Paid in | Stock | All Other | | | | Cash(1) | Awards | Compensation | Total | | Current Directors | ($) | ($) | ($) | ($) | | Julia M. Brown | 105,000 | 165,054 | — | 270,054 | | David S. Coors(2) | 195,000 | 165,054 | — | 360,054 | | Peter H. Coors | 105,000 | 165,054 | — | 270,054 | | Roger G. Eaton(4) | 119,565 | 165,054 | — | 284,619 | | Mary Lynn Ferguson-McHugh | 125,000 | 165,054 | — | 290,054 | | Charles M. Herington | 105,144 | 165,054 | — | 270,198 | | Andrew T. Molson | 105,000 | 165,054 | — | 270,054 | | Geoffrey E. Molson(3) | 195,000 | 165,054 | 88,613 | 444,445 | | Nessa O’Sullivan(4) | 131,087 | 165,054 | — | 296,141 | | H. Sanford Riley | 125,000 | 165,054 | — | 290,054 | | Jill Timm | 105,000 | 165,054 | — | 270,054 | | Leroy J. Williams, Jr. | 105,000 | 165,054 | — | 270,054 | | James “Sandy” A. Winnefeld, Jr. | 105,000 | 165,054 | — | 270,054 |

  58. 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. In the case of DSUs or shares, the cash equivalent at the time of grant is used and rounded up to the nearest whole share. |

  59. Director Compensation Table

    | (2) In addition to his director compensation reflected in the table above, David S. Coors received compensation of approximately $436,970 in 2024 as an employee of our Company, which included salary, bonus and equity awards consisting of PSUs, RSUs, and Stock Options. Assuming maximum-level performance for the PSUs, the aggregate compensation would be increased by $54,057. |

  60. Director Compensation Table

    | (3) In addition to his role on the Board, Geoffrey E. Molson, through an entity controlled by him, received CAD $121,387 in 2024 for consultant services rendered to our Company in an ambassadorial role, shown in the “All Other Compensation” column above. A CAD to USD 2024 YTD exchange rate of 0.730 was used to convert Mr. Molson’s ambassadorial role fees. |

  61. Director Compensation Table

    | (4) Mr. Eaton served as Audit Committee Chair through December 15, 2023, at which time he was appointed Finance Committee Chair. The amount above reflects the deduction of $435, the prorated amount that should have been deducted from his fees for 2023. Ms. O'Sullivan was appointed Audit Committee Chair effective December 16, 2023. The amount above reflects the addition of $1,087, the prorated amount that should have been included in her fees for 2023. Ms. O'Sullivan also chose to receive her 2024 fees in cash, no longer in DSUs as in 2023. |

  62. Director Compensation Table

    On May 16, 2024, each director received an annual equity grant of 2,873 RSUs with a grant date fair value of $57.45 per unit and an aggregate grant date fair value of $165,054. 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 16, 2027, 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.

  63. Director Compensation Table

    | 2025 Proxy Statement | | 47 |

  64. Outstanding Equity Awards

    Outstanding Equity Awards The table below summarizes each director’s outstanding RSUs and DSUs as of December 31, 2024.

  65. Outstanding Equity Awards

    | Current Directors | RSUs(1) | DSUs(2) | | Julia M. Brown | 8,396 | — | | David S. Coors | 8,396 | — | | Peter H. Coors | 8,396 | — | | Roger G. Eaton | 8,396 | 20,581 | | Mary Lynn Ferguson-McHugh | 8,396 | — | | Charles M. Herington | 8,396 | 26,517 | | Andrew T. Molson | 8,396 | — | | Geoffrey E. Molson | 8,396 | — | | Nessa O’Sullivan | 8,396 | 7,320 | | H. Sanford Riley | 8,396 | 15,668 | | Jill Timm(3) | 3,970 | — | | Leroy J. Williams, Jr. | 8,396 | — | | James “Sandy” A. Winnefeld, Jr. | 8,396 | — |

  66. 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 2,292 outstanding RSUs received by David S. Coors in conjunction with his service as an employee of the Company. |

  67. Outstanding Equity Awards

    | (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. |

  68. Outstanding Equity Awards

    | (3) Includes a prorated annual equity grant of 1,097 RSUs awarded to Ms. Timm in January 2024 for partial year service in 2023. |

  69. Outstanding Equity Awards

    | 48 | | 2025 Proxy Statement |

  70. 2024 CEO Realizable Pay Versus Underlying Performance

    2024 CEO Realizable Pay Versus Underlying Performance As mentioned above, variable incentive metric performance was positive for MCIP and LTIP-PSUs in 2024. The overall Enterprise MCIP for 2024 paid out at 97% of target and the 2022 to 2024 PSU awards paid out at 175%. Realizable pay for Mr. Hattersley for 2024 was $8.4 million against a target value of $10.8 million or approximately 78% 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 2024, RSUs granted in 2024 valued at the stock price of December 31, 2024, PSUs granted in 2024 assuming target-level PSU performance and valued at the stock price of December 31, 2024, 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. See footnote (1) to the “2024 MCIP Performance Metrics” table below for further information.

  71. Executive Compensation Governance Practices

    | | | | | | | Tie a significant portion of compensation to performance | | Have an executive compensation program that encourages excessive risk taking | | | Use a balance of short- and long-term incentive awards with diverse performance metrics for both | | Re-price stock options without stockholder approval | | | Award incentive compensation subject to clawback policies | | Provide excise tax gross ups to executives | | | Consider peer group and comparable industry data in setting compensation | | Allow hedging of Company stock | | | Establish significant executive and director stock ownership guidelines and evaluate compliance annually | | Award excessive perquisites | | | Retain an independent compensation consultant | | Offer excessive change in control or severance benefits | | | Actively engage with investors regarding executive compensation and governance practices | | Pay dividends or dividend equivalents prior to vesting of stock awards | | | | | Pay dividends or dividend equivalents on stock options |

  72. Market Competitiveness

    The Compensation & HR Committee, in consultation with the independent Compensation Consultant, selected the 2024 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 2023 peer group. The Compensation & HR Committee also selected the peer group based on consideration of the following similarities:

  73. 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.

  74. 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 |

  75. Annual Incentives

    Annual Incentives

  76. 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. |

  77. Annual Incentives

    | ● | 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. |

  78. 2024 MCIP Performance Metrics

    2024 MCIP Performance Metrics

  79. 2024 MCIP Performance Metrics

    | ● | The NEOs’ 2024 MCIP awards were based on the following Company or business unit metrics (as applied to the enterprise or the relevant business unit): |

  80. 2024 MCIP Performance Metrics

    | Metric (weight %) | Definition(1) | | Underlying Income Before Income Taxes (45%) | The Company’s or business unit’s/segment’s income (loss) before income taxes from continuing operations, adjusted for certain items, including goodwill and other intangible and tangible asset impairments, restructuring and integration related costs, unrealized mark-to-market gains and losses, adjustments to the redemption value of mandatorily redeemable noncontrolling interests, potential or incurred losses related to certain litigation accruals and settlements, impacts of settlement charges related to annuity purchases 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 (non-GAAP adjustment items), subject to a constant currency adjustment, as described in footnote (1) below | | Underlying FCF (18%) | The Company’s or business unit’s/segment’s cash provided by (used in) operating activities, less additions to property, plant and equipment, net and excluding the pre-tax cash flow impact of certain non-GAAP adjustment items, subject to a constant currency adjustment, as described in footnote (1) below | | Underlying NSR (27%) | The Company’s or business unit’s/segment’s total revenue from sales after excise taxes, adjusted for certain non-GAAP adjustment items, subject to a constant currency adjustment, as described in footnote (1) below | | People & Planet Scorecard Results (10%) | Metrics include, but are not limited to, employee experience, emissions, safety, and water usage |

  81. 2024 MCIP Performance Metrics

    | (1) Underlying Income Before Income Taxes, Underlying FCF, and Underlying NSR are non-GAAP financial measures, as defined above. In addition, our MCIP results for these metrics are presented in constant currency in relation to the established targets as we believe these targets should measure the underlying results of the business and that business leaders should be encouraged to make decisions that help drive long-term sustainable growth rather than those which address short-term currency fluctuations. As such, the actual 2024 MCIP results are presented in constant currency in relation to the target with the impact of foreign exchange calculated by translating our current period local currency results at the average exchange rates during 2024 used to translate the financial statements when establishing the program targets. As a result of the foregoing constant currency adjustments, in this context, each of Underlying Income Before Income Taxes, Underlying FCF, and Underlying NSR is not comparable to Underlying Income Before Income Taxes, Underlying FCF, and Underlying NSR used by us for other purposes. |

  82. 2024 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

  83. 2024 MCIP Performance Metrics

    | 62 | | 2025 Proxy Statement |

  84. 2024 MCIP Performance Metrics

    Compensation & HR Committee in accordance with our MCIP plan. The Compensation & HR Committee did not make any such adjustments in 2024.

  85. Enterprise

    | | | | | | | Payout | | Metric | Weighting | Threshold | Target | Max | Actual | (%) | | Underlying Income Before Income Taxes ($USD millions) | 45% | 1,433 | 1,592 | 1,831 | 1,621 | 112% | | Underlying FCF ($USD millions) | 18% | 1,023 | 1,203 | 1,564 | 1,248 | 112% | | Underlying NSR ($USD millions) | 27% | 11,459 | 11,936 | 12,414 | 11,693 | 62% | | People & Planet Scorecard Results(1) | 10% | — | — | — | — | 95% | | TOTAL PAYOUT | — | — | — | — | — | 97% |

  86. Business Unit — Americas

    | | | | | | | Payout | | Metric | Weighting | Threshold | Target | Max | Actual | (%) | | Underlying Income Before Income Taxes ($USD millions) | 45% | 1,272 | 1,414 | 1,626 | 1,430 | 108% | | Underlying FCF ($USD millions) | 18% | 870 | 1,023 | 1,330 | 1,075 | 117% | | Underlying NSR ($USD millions) | 27% | 9,128 | 9,508 | 9,889 | 9,286 | 55% | | People & Planet Scorecard Results(1) | 10% | — | — | — | — | 95% | | TOTAL PAYOUT | — | — | — | — | — | 94% |

  87. Business Unit — EMEA&APAC

    | | | | | | | Payout | | Metric | Weighting | Threshold | Target | Max | Actual | (%) | | Underlying Income Before Income Taxes (€ EUR millions) | 45% | 138 | 162 | 211 | 172 | 120% | | Underlying FCF (€ EUR millions) | 18% | 139 | 163 | 212 | 157 | 83% | | Underlying NSR (€ EUR millions) | 27% | 2,130 | 2,219 | 2,308 | 2,203 | 86% | | People & Planet Scorecard Results(1) | 10% | — | — | — | — | 95% | | TOTAL PAYOUT | | | | | | 101% |

  88. Final 2024 MCIP Awards

    | (1) Mr. Yeskov’s MCIP award was forfeited upon his termination of employment with the Company on December 31, 2024. See “Potential Payments Upon Termination or Change in Control” for a description of the separation payments Mr. Yeskov received in connection with his termination of employment. |

  89. 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 2024, we updated our mix of awards slightly. 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.

  90. LTIP Allocation

    LTIP Allocation

  91. LTIP Allocation

    | Award Type | 2024 Allocation | Alignment with Shareholders | | PSUs | 50% | Value of award depends on our performance on Cumulative Underlying Earnings Per Share with a modifier of 80% to 120% based on Relative TSR performance against the S&P 500 Index companies | | RSUs | 25% | Value of award depends on our stock price at time of vesting | | Stock Options | 25% | Value is realized only if our stock price increases from the grant date |

  92. 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

  93. LTIP Allocation

    | 64 | | 2025 Proxy Statement |

  94. LTIP Allocation

    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. The total target value of these LTIP awards granted to the NEOs in 2024 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.

  95. LTIP Allocation

    | | Total 2024 Annual | | | LTIP Awards | | Name | ($) | | Gavin D.K. Hattersley | 7,500,000 | | Tracey I. Joubert | 1,900,000 | | Michelle St. Jacques | 1,500,000 | | Natalie Maciolek | 1,200,000 | | Sergey Yeskov(1) | 1,500,000 |

  96. LTIP Allocation

    | (1) Mr. Yeskov’s 2024 LTIP awards were forfeited upon his termination of employment with the Company on December 31, 2024. |

  97. 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.

  98. PSUs or Performance Equity

    PSUs or Performance Equity PSUs reward executives for our achievements on our long-term goals. For PSUs granted in 2024 these metrics were: Cumulative Underlying Earnings Per Share with a modifier of 80% to 120% based on Relative TSR performance against the S&P 500 Index companies.

  99. PSUs or Performance Equity

    | Metric | Weight | Definition | | Cumulative Underlying Earnings Per Share (1) | 100% | Cumulative Underlying Earnings Per Share for the three-year performance period, calculated as the sum of the Underlying Earnings Per Share metric computed for each annual period within the three-year performance period (FY2024 – FY2026) | | Relative TSR | Modifier | 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 500 Index at the end of the performance period |

  100. PSUs or Performance Equity

    | (1) Cumulative Underlying Earnings Per Share is a non-GAAP financial measure. Underlying Earnings Per Share is defined as Underlying Net Income (Loss) Attributable to Molson Coors Beverage Company, minus preferred dividends, divided by the total number of weighted average outstanding diluted shares for each fiscal period. Underlying Net Income (Loss) Attributable to Molson Coors Beverage Company is defined as net income (loss) attributable to Molson Coors Beverage Company as presented in our U.S. GAAP financial statements for each fiscal year, adjusted to exclude the impact of non-GAAP adjustment items, adjustments to the carrying value of redeemable noncontrolling interests resulting from subsequent changes in the redemption value of such interests, the related tax effects of non-GAAP adjustment items, and certain other discrete tax items. Weighted average diluted shares are calculated based on the treasury stock method under U.S. GAAP. |

  101. PSUs or Performance Equity

    A preliminary award amount is determined based on the level of achievement of the Cumulative Underlying Earnings Per Share goal, subject to maximum limits approved by the Compensation & HR Committee for each NEO in connection with the grant of PSUs. At maximum performance, the preliminary award amount is 200% of the target number of shares. The preliminary award amount is then adjusted by applying the Relative TSR modifier ranging from 80% for a Relative TSR ranking of the 25th percentile or below to 120% for a Relative TSR ranking of the 75th percentile or above. In order to achieve a 240% maximum payout for the 2024 to 2026 PSU awards, our Company must exceed its Cumulative Underlying Earnings Per Share target by more than $2.15 and achieve a Relative TSR ranking of at least the

  102. PSUs or Performance Equity

    | 2025 Proxy Statement | | 65 |

  103. PSUs or Performance Equity

    75th percentile. To achieve a minimum payout (beginning at 0% of the target award), our Company must achieve Cumulative Underlying Earnings Per Share within $2.15 of target .

  104. PSUs or Performance Equity

    | ● | 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. |

  105. PSUs or Performance Equity

    | ● | PSUs will vest on a pro-rata basis in the event of retirement, reduction in force, death or disability, and are paid out after the performance period ends based on actual results, except that in the event of retirement the PSU award with a grant date closest to the retirement date (all PSUs for the CEO) will continue to vest through the end of the performance period if the participant provides adequate notice and a mutually agreeable transition plan, enters into an extended confidentiality and noncompete agreement and continues to comply with such agreement through the settlement date of the award. 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. |

  106. PSUs or Performance Equity

    | ● | 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. |

  107. RSUs

    RSUs

  108. 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. |

  109. RSUs

    | ● | RSUs vest in full on the third anniversary of the date of grant, subject to continuing employment. |

  110. RSUs

    | ● | Vested RSUs are settled in shares of Class B common stock. |

  111. RSUs

    | ● | 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. |

  112. RSUs

    | ● | RSUs will vest on a pro-rata basis in the event of retirement, reduction in force, death or disability, except that in the event of retirement the RSU award with a grant date closest to the retirement date (all RSUs for the CEO) will continue to vest in accordance with its terms if the participant provides adequate notice and a mutually agreeable transition plan, enters into an extended confidentiality and noncompete agreement and continues to comply with such agreement through the vesting date. 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. |

  113. Stock Options

    Stock Options

  114. 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. |

  115. Stock Options

    | ● | Stock options vest in full on the third anniversary of the date of grant. Prior to 2024, stock options vested in equal installments over a three-year period. 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. |

  116. Stock Options

    | ● | Unvested stock options will vest on a pro-rata basis in the event of retirement, reduction in force, death or disability and remain exercisable for three years (or the earlier end of the option term), except that in the event of retirement the stock option award with a grant date closest to the retirement date (all stock options for the CEO) will continue to vest in accordance with its terms if the participant provides adequate notice and a mutually agreeable transition plan, enters into an extended confidentiality and noncompete agreement and continues to comply with such agreement through the vesting date. 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. |

  117. Stock Options

    | 66 | | 2025 Proxy Statement |

  118. Long-Term Incentive (LTIP) Results

    Long-Term Incentive (LTIP) Results

  119. 2022 to 2024 PSU Payout Results

    2022 to 2024 PSU Payout Results For the 2022-2024 PSUs, performance was measured 50% based on Relative TSR relative to the companies in the S&P 500 Consumer Staples Index, 25% on Cumulative Underlying Income before Income Tax, and 25% on Cumulative Underlying 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 is at or above the 25th percentile but absolute TSR is negative, the payout on the relative TSR metric is capped at target. 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.

  120. 2022 to 2024 PSU Payout Results

    | | | | | | | Company | | | | | | | | Performance | | Performance Metric(1) | Weighting | Threshold | Target | Maximum | Results | Score | | Relative TSR Performance | 50% | 25th Percentile | 50th Percentile | 75th Percentile | 81st Percentile | 200% | | Cumulative Underlying Income Before Income Taxes (USD millions)(2) | 25% | $3,515 | $3,906 | $4,687 | $4,292 | 149% | | Cumulative Underlying NSR(3) (USD millions) | 25% | $32,167 | $33,860 | $35,553 | $34,705 | 150% |

  121. 2022 to 2024 PSU Payout Results

    | (1) Our results for these metrics, with the exception of Relative TSR Performance, are presented in constant currency in relation to the to the initial target set at time of grant as we believe these targets should measure the underlying results of the business and that business leaders should be encouraged to make decisions that help drive long-term sustainable growth rather than those which address short-term currency fluctuations. As such, the actual 2022-2024 PSUs results are presented in constant currency in relation to the initial target set at time of grant with the impact of foreign exchange calculated by translating our current period local currency results at the average exchange rates during 2024 used to translate the financial statements when establishing the program targets. As a result of the foregoing constant currency adjustments, in this context, each of Cumulative Underlying Income Before Income Taxes and Cumulative Underlying NSR is not comparable to Cumulative Underlying Income Before Income Taxes and Cumulative Underlying NSR used by us for other purposes. |

  122. 2022 to 2024 PSU Payout Results

    | (2) Cumulative Underlying Income Before Income Taxes is a non-GAAP financial measure and calculated as the sum of Underlying Income Before Income Taxes (as defined above) computed for each annual period within the three year performance period. |

  123. 2022 to 2024 PSU Payout Results

    | (3) Cumulative Underlying NSR is a non-GAAP financial measure and calculated as the sum of Underlying NSR (as defined above) computed for each annual period within the three year performance period. |

  124. Deferred Compensation

    | ● | Details regarding the operation of our deferred compensation plans are contained in the “Non-Qualified Deferred Compensation” section of this Proxy Statement. |

  125. Change in Control and Severance

    Change in Control and Severance

  126. 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, whose employment terminated on December 31, 2024, was not eligible to participate in the CIC Program or the U.S. Severance Pay Plan. See “Potential Payments Upon Termination or Change in Control” for a description of the separation payments Mr. Yeskov received in connection with his termination of employment. |

  127. Change in Control and Severance

    | ● | 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. |

  128. Change in Control and Severance

    | ● | 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. |

  129. Change in Control and Severance

    | ● | 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. |

  130. Change in Control and Severance

    | 68 | | 2025 Proxy Statement |

  131. 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. We do not grant equity awards in anticipation of the release of material, nonpublic information or time the release of material, nonpublic information based on equity award grant dates, vesting events, or sale events. For all stock option awards, the exercise price is the closing price of our Class B common stock on the NYSE on the date of the grant. If the grant date falls on a non-trading day, the exercise price is the closing price of our Class B common stock on the NYSE on the last trading day preceding the date of grant. No off-cycle stock option awards were granted to NEOs in fiscal year 2024. During fiscal year 2024, we did not grant equity awards to our NEOs during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material non-public information. We have not timed the disclosure of material non-public information for the purpose of affecting the value of executive compensation for NEO grants in fiscal year 2024. Equity awards made to NEOs during 2024 are further described under the header “Long-Term Incentive (LTIP) Results”. These awards are also reflected in the relevant compensation tables.

  132. Summary Compensation Table

    Summary Compensation Table The following table sets forth information regarding compensation earned for services rendered during fiscal years 2024 and, where applicable, 2023 and 2022 for each of our 2024 named executive officers.

  133. Summary Compensation Table

    | | | | | | | | Change in | | | | | | | | | | | Pension | | | | | | | | | | | Value and | | | | | | | | | | | Non-Qualified | | | | | | | | | | Non-Equity | Deferred | | | | | | | | Stock | Option | Incentive Plan | Compensation | All Other | | | | | Salary | Bonus | Awards | Awards | Compensation | Earnings | Compensation | Total | | Name and Principal Position | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($)(5) | ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | Gavin D.K. Hattersley | 2024 | 1,287,568 | — | 5,774,784 | 1,875,008 | 1,873,414 | —(4) | 526,487 | 11,337,261 | | 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 | | Tracey I. Joubert | 2024 | 872,212 | — | 1,463,040 | 475,009 | 761,442 | —(4) | 304,276 | 3,875,979 | | 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 | | Michelle St. Jacques(1) | 2024 | 728,671 | — | 1,155,007 | 375,008 | 593,340 | — | 208,342 | 3,060,390 | | 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 | | Natalie Maciolek(2) | 2024 | 595,253 | — | 924,031 | 300,003 | 454,699 | — | 128,200 | 2,402,156 | | Chief Legal & Government Affairs Officer | 2023 | 187,507 | 200,000 | 1,200,046 | — | 260,176 | — | 8,877 | 1,856,606 | | Sergey Yeskov(3) | 2024 | 460,080 | — | 1,155,077 | 375,008 | — | — | 2,148,253 | 4,138,348 | | Former 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 |

  134. Summary Compensation Table

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

  135. 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. |

  136. Summary Compensation Table

    | (3) For Mr. Yeskov, a EUR to USD full year 2024 average exchange rate of 1.082 was used to convert his 2024 Salary, Non-Equity Incentive Plan Compensation and All Other Compensation where applicable. Mr. Yeskov’s unvested Stock Awards, Option Awards and 2024 Non-Equity Incentive Plan Compensation were forfeited upon his termination of employment on December 31, 2024. |

  137. Summary Compensation Table

    | (4) For 2024, Mr. Hattersley and Ms. Joubert had a decrease in Change in Pension Value of $27,666 and $3,959 respectively. For 2023, Mr. Hattersley had a decrease in Change in Pension Value of $8,341. For 2022, Mr. Hattersley and Ms. Joubert had a decrease in Change in Pension Value of $53,937 and $77,301, respectively. These negative amounts are not reflected in the table pursuant to applicable SEC rules. |

  138. Summary Compensation Table

    | (5) For 2024, 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. For Mr. Yeskov, All Other Compensation also includes an aggregate of $2,081,472 in separation payments made in connection with his termination of employment. See “Potential Payments Upon Termination or Change in Control” for a description of these payments. |

  139. Summary Compensation Table

    For 2024, 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. Where payments were made in CAD a CAD to USD full year 2024 average exchange rate of 0.730 was used to convert, where applicable. For Mr. Yeskov, also includes relocation related expenses.

  140. Summary Compensation Table

    | 72 | | 2025 Proxy Statement |

  141. Summary Compensation Table

    A description of the additional “All Other Compensation” received by the NEOs in 2024 is set forth below:

  142. Summary Compensation Table

    | | Contributions to the 401(k) and DCP Plans | | | | | Total Contributions | Components of | Life Insurance | | Name | ($)(1) | Total Contributions | Premiums ($)(2) | | Gavin D.K. Hattersley | 424,897 | $31,050 to the 401(k) Plan and $393,847 to the DCP | 38,723 | | Tracey I. Joubert | 204,787 | $31,050 to the 401(k) Plan and $173,737 to the DCP | 23,824 | | Michelle St. Jacques | 164,258 | $31,050 to the 401(k) Plan and $133,208 to the DCP | 4,013 | | Natalie Maciolek | 76,951 | $31,050 to the 401(k) Plan and $45,901 to the DCP | 495 | | Sergey Yeskov | — | — | 1,908 |

  143. 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. |

  144. 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. |

  145. 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).

  146. 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 2024.

  147. Grants of Plan Based Awards

    | | | | | | | | | | All Other | All Other | | | | | | | | | | | | | Stock | Option | | Grant | | | | | | | | | | | Awards: | Awards: | Exercise | Date Fair | | | | | Estimated Future Payouts | | | Estimated Future Payouts | | | Number | Number of | or Base | Value of | | | | | Under Non-Equity Incentive | | | Under Equity Incentive | | | of Shares | Securities | Price of | Stock and | | | | | Plan Awards(1) | | | Plan Awards(2) | | | of Stock | Underlying | Option | Option | | | Grant | | Threshold | Target | Maximum | Threshold | Target | Maximum | or Units(3) | Options(4) | Awards | Awards(5) | | Name | Date | Description | ($) | ($) | ($) | (#) | (#) | (#) | (#) | (#) | ($/Sh) | ($) | | (a) | (b) | | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | | Gavin D.K. Hattersley | 3/4/2024 | RSUs | | | | | | | 30,077 | | | 1,875,000 | | | 3/4/2024 | PSUs | | | | 0 | 60,154 | 144,370 | | | | 3,899,784 | | | 3/4/2024 | Stock Options | | | | | | | | 113,568 | 62.34 | 1,875,008 | | | — | MCIP | 482,839 | 1,931,355 | 3,862,710 | | | | | | | | | Tracey I. Joubert | 3/4/2024 | RSUs | | | | | | | 7,620 | | | 475,031 | | | 3/4/2024 | PSUs | | | | 0 | 15,240 | 36,576 | | | | 988,009 | | | 3/4/2024 | Stock Options | | | | | | | | 28,771 | 62.34 | 475,009 | | | — | MCIP | 196,248 | 784,992 | 1,569,984 | | | | | | | | | Michelle St. Jacques | 3/4/2024 | RSUs | | | | | | | 6,016 | | | 375,037 | | | 3/4/2024 | PSUs | | | | 0 | 12,031 | 28,874 | | | | 779,970 | | | 3/4/2024 | Stock Options | | | | | | | | 22,714 | 62.34 | 375,008 | | | — | MCIP | 163,951 | 655,805 | 1,311,611 | | | | | | | | | Natalie Maciolek | 3/4/2024 | RSUs | | | | | | | 4,813 | | | 300,042 | | | 3/4/2024 | PSUs | | | | 0 | 9,625 | 23,100 | | | | 623,989 | | | 3/4/2024 | Stock Options | | | | | | | | 18,171 | 62.34 | 300,003 | | | — | MCIP | 111,610 | 446,440 | 892,880 | | | | | | | | | Sergey Yeskov(6) | 3/4/2024 | RSUs | | | | | | | 6,016 | | | 375,037 | | | 3/4/2024 | PSUs | | | | 0 | 12,031 | 28,874 | | | | 779,970 | | | 3/4/2024 | Stock Options | | | | | | | | 22,714 | 62.34 | 375,008 | | | — | MCIP | 99,060 | 396,239 | 792,478 | | | | | | | |

  148. 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 “2024 MCIP Underlying Results” section of this Proxy Statement. Actual payments under MCIP have already been determined and were paid to NEOs in March 2024 and are included in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table.” |

  149. Grants of Plan Based Awards

    | (2) The awards represent PSUs granted in 2024 under the Incentive Compensation Plan. The performance period for the PSUs is the beginning of the 2024 fiscal year through the end of the 2026 fiscal year. |

  150. Grants of Plan Based Awards

    | (3) The awards represent RSUs granted in 2024 under the Incentive Compensation Plan for all NEOs. These RSUs vest on the third anniversary of the grant date. |

  151. Grants of Plan Based Awards

    | (4) The awards represent stock options granted in 2024 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. |

  152. 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 our Annual Report on Form 10-K. Assuming the maximum level of performance is achieved, the value of those PSUs would be: $7,799,568 for Mr. Hattersley, $1,976,018 for Ms. Joubert, $1,559,940 for Ms. St. Jacques, and Mr. Yeskov, and $1,247,978 for Ms. Maciolek. |

  153. Grants of Plan Based Awards

    | (6) Mr. Yeskov forfeited all unvested non-equity incentive and equity awards in connection with the termination of his employment effective December 31, 2024. See “Potential Payments Upon Termination or Change in Control” for a description of the separation payments Mr. Yeskov received in connection with his termination of employment. |

  154. Grants of Plan Based Awards

    | 74 | | 2025 Proxy Statement |

  155. Grants of Plan Based Awards

    | ● | We have outstanding options under the Incentive Compensation Plan. The Incentive Compensation Plan provides that the exercise price must be at least equal to 100% of the fair market value of the underlying shares on the date of grant. |

  156. Grants of Plan Based Awards

    | ● | Further details regarding stock options are described in the “Long-Term Incentives” section of this Proxy Statement. |

  157. 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, 2024. The year-end values set forth in the table are based on the $57.32 per share closing price for the Class B common stock on December 31, 2024, the last trading day of the fiscal year.

  158. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | | Stock Awards | | | | | | | | | | | | | | | | Equity | | | | | | | | | | | Equity | Incentive | | | | | | | | | | | Incentive | Plan Awards: | | | | | | | | | | | Plan Awards: | Market or | | | | | | | | | | Market | Number of | Payout Value of | | | | | | | | | Number of | Value of | Unearned | Unearned | | | | Number of | Number of | | | | Shares or | Shares of | Shares, Units, | Shares, Units | | | | Securities | Securities | | | | Units of | Stock or | or Other | or Other | | | | Underlying | Underlying | Option | | | Stock That | Units that | Rights that | Rights that | | | | Unexercised | Unexercised | Exercise | Option | Grant Date | Have Not | have not | have not | have not | | | Grant Date | Options (#) | Options (#) | Price | Expiration | for Stock | Vested | vested | vested | vested | | Name | for Options | Exercisable(a) | Unexercisable(b) | ($)(c) | Date(d) | Awards | (#)(e) | ($)(f) | (#)(g) | ($)(h) | | Gavin D.K. Hattersley | 3/9/2015 | 21,460 | — | 74.81 | 3/9/2025 | — | — | — | — | — | | | 2/12/2016 | 18,460 | — | 84.14 | 2/12/2026 | — | — | — | — | — | | | 3/8/2017 | 26,056 | — | 96.77 | 3/8/2027 | — | — | — | — | — | | | 3/6/2018 | 32,638 | — | 78.79 | 3/6/2028 | — | — | — | — | — | | | 3/5/2019 | 54,526 | — | 61.09 | 3/5/2029 | — | — | — | — | — | | | 10/1/2019 | 23,392 | — | 57.50 | 3/5/2029 | — | — | — | — | — | | | 3/2/2020 | 134,329 | — | 51.48 | 3/2/2030 | — | — | — | — | — | | | 3/2/2021 | 103,380 | — | 44.97 | 3/2/2031 | — | — | — | — | — | | | 2/28/2022 | 61,404 | 30,702 | 52.18 | 2/28/2032 | 2/28/2022 | 32,197 | 2,003,941 | 53,661 | 3,339,861 | | | 2/27/2023 | 33,259 | 66,517 | 53.75 | 2/27/2033 | 2/27/2023 | 37,256 | 2,262,184 | 62,094 | 3,770,348 | | | 3/4/2024 | — | 113,568 | 62.34 | 3/4/2034 | 3/4/2024 | 30,077 | 1,776,949 | 60,154 | 3,553,898 | | Tracey I. Joubert | 2/11/2015 | 2,782 | — | 86.45 | 2/11/2025 | — | — | — | — | — | | | 2/11/2015 | 4,301 | — | 73.00 | 2/11/2025 | — | — | — | — | — | | | 2/12/2016 | 5,907 | — | 84.14 | 2/12/2026 | — | — | — | — | — | | | 3/8/2017 | 10,423 | — | 96.77 | 3/8/2027 | — | — | — | — | — | | | 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 | 39,762 | — | 44.97 | 3/2/2031 | — | — | — | — | — | | | 2/28/2022 | 16,448 | 8,224 | 52.18 | 2/28/2032 | 2/28/2022 | 8,624 | 536,758 | 14,374 | 894,638 | | | 2/27/2023 | 7,474 | 14,948 | 53.75 | 2/27/2033 | 2/27/2023 | 8,373 | 508,409 | 13,954 | 847,287 | | | 3/4/2024 | — | 28,771 | 62.34 | 3/4/2034 | 3/4/2024 | 7,620 | 450,190 | 15,240 | 900,379 | | Michelle St. Jacques | 3/2/2020 | 26,866 | — | 51.48 | 3/2/2030 | — | — | — | — | — | | | 3/2/2021 | 15,905 | — | 44.97 | 3/2/2031 | — | — | — | — | — | | | 2/28/2022 | 8,772 | 4,386 | 52.18 | 2/28/2032 | 2/28/2022 | 4,600 | 286,304 | 7,666 | 465,480 | | | 2/27/2023 | 7,474 | 14,948 | 53.75 | 2/27/2033 | 2/27/2023 | 8,373 | 508,409 | 13,954 | 877,986 | | | 3/4/2024 | — | 22,714 | 62.34 | 3/4/2034 | 3/4/2024 | 6,016 | 355,425 | 12,031 | 710,791 | | Natalie Maciolek | — | — | — | — | — | 10/2/2023 | 9,583 | 570,093 | — | — | | | 3/4/2024 | — | 18,171 | 62.34 | 3/4/2034 | 3/4/2024 | 4,813 | 284,352 | 9,625 | 568,645 | | Sergey Yeskov | 3/6/2018 | 7,833 | — | 78.79 | 1/1/2026 | — | — | — | — | — | | | 3/5/2019 | 17,449 | — | 61.09 | 1/1/2026 | — | — | — | — | — | | | 2/28/2022 | 16,448 | — | 52.18 | 1/1/2026 | — | — | — | — | — | | | 2/27/2023 | 7,474 | — | 53.75 | 1/1/2026 | — | — | — | — | — |

  159. Outstanding Equity Awards at Fiscal Year-End

    | (a) This column includes stock options that have vested and have not been exercised. Prior to 2024 awards, stock options generally vested 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. Starting in 2024, Stock Options grants vest fully on the third anniversary of the grant date, subject to acceleration of vesting in the event of a change in control or certain termination events. |

  160. Outstanding Equity Awards at Fiscal Year-End

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

  161. Outstanding Equity Awards at Fiscal Year-End

    | 76 | | 2025 Proxy Statement |

  162. Outstanding Equity Awards at Fiscal Year-End

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

  163. 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, unless otherwise outlined. |

  164. 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. Maciolek’s October 2, 2023 sign on award of 19,167 RSUs vest in installments of 50% annual increments on October 2, 2024 and on October 2, 2025. |

  165. 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 $57.32 for Class B common stock on December 31, 2024. Values shown above include dividend equivalents accrued on awards through December 31, 2024. |

  166. 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 February 28, 2022, February 27, 2023, and March 4, 2024. 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 for 2022 and 2023 awards will be between 0% - 200% and for 2024 awards between 0% - 240% depending on final performance. |

  167. 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 $57.32 for Class B common stock on December 31, 2024. The final payout may be more or less depending on final performance. Values shown above include dividend equivalents accrued on awards through December 31, 2024. |

  168. 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 2024.

  169. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | | Number of Shares | Value Realized | Number of Shares | Value Realized On | | | Acquired on Exercise | Upon Exercise | Acquired on Vesting | Vesting | | Name of Executive Officer | (#) | ($)(1) | (#) | ($)(1) | | Gavin D.K. Hattersley | — | — | 122,572 | 7,615,398 | | Tracey I. Joubert | 2,771 | 16,183 | 47,145 | 2,929,119 | | Michelle St. Jacques | — | — | 22,999 | 1,425,118 | | Natalie Maciolek | — | — | 9,584 | 539,867 | | Sergey Yeskov | — | — | 7,006 | 435,283 |

  170. 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. |

  171. 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.

  172. Pension Benefits

    | | | Number of | Present Value of | Payments | | | | Years Credited | Accumulated | During Last | | | | Service | Benefits | Fiscal Year | | Name | Plan Name(1) | (#)(1) | ($) | ($) | | Gavin D.K. Hattersley | Molson Coors Pension Plan | 5 | 223,888 | — | | | Molson Coors Benefit Equalization Plan | 5 | 333,348 | — | | Tracey I. Joubert | Molson Coors Pension Plan | 5 | 193,235 | — | | | Molson Coors Benefit Equalization Plan | 5 | 69,489 | — | | Michelle St. Jacques(2) | — | — | — | — | | Natalie Maciolek(2) | — | — | — | — | | Sergey Yeskov(2) | — | — | — | — |

  173. Pension Benefits

    | (1) Actual years of service differ as follows: Mr. Hattersley (28 years) and Ms. Joubert (27 years). |

  174. Pension Benefits

    | 2025 Proxy Statement | | 77 |

  175. Pension Benefits

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

  176. 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 2024, and aggregate withdrawals/distributions, as well as year-end account balances under the deferred compensation plans.

  177. Non-Qualified Deferred Compensation

    | | | | Company | Aggregate | | Aggregate | | | | Executive | Contributions in | Earnings in | Aggregate | Balance at | | | | Contributions in | Last Fiscal | Last Fiscal | Withdrawals/ | Last Fiscal | | | Plan | Last Fiscal Year(1) | Year(2) | Year | Distributions | Year-End | | Name | (Defined Below) | (a) ($) | (b) ($) | (c) ($) | (d) ($) | (e) ($) | | Gavin D.K. Hattersley | DCP | — | 393,847 | 219,678 | — | 3,627,037 | | Tracey I. Joubert | DCP | — | 173,737 | 529,828 | 79,660(3) | 2,866,554 | | Michelle St. Jacques | DCP | — | 133,208 | 16,433 | — | 491,921 | | Natalie Maciolek | DCP | — | 45,901 | — | — | 45,901 | | Sergey Yeskov | DCP | — | — | 21,248 | 29,972(3) | 209,668 |

  178. 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. |

  179. 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. |

  180. Non-Qualified Deferred Compensation

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

  181. Non-Qualified Deferred Compensation

    | 78 | | 2025 Proxy Statement |

  182. 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 NEO 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, 2024, and the value of the Class B common stock was the December 31, 2024 closing market price of $57.32 per share, and the PSUs are at target attainment. The amounts do not include benefits earned or vested on or before December 31, 2024, or benefits provided under insurance or regular programs generally available to salaried employees.

  183. Potential Payments Upon Termination or Change in Control

    | | Voluntary | Involuntary | | | Change in | | | Separation Or | Termination | Termination | Disability/ | Control(5) | | | Retirement(1) | Without Cause(2) | for Cause(3) | Death(4) | ($) | | Name | ($) | ($) | ($) | ($) | | | Gavin D.K. Hattersley | | | | | | | Severance Payments | — | 1,300,000 | — | — | 9,750,000 | | Benefits and Perquisites | — | 14,051 | — | — | 28,127 | | Acceleration of Vesting of Stock Options | 395,274 | 395,274 | — | — | 395,274 | | Acceleration of Vesting of RSUs/PSUs | 15,788,163 | 10,196,765 | — | 10,142,946 | 15,788,163 | | Tracey I. Joubert | | | | | | | Severance Payments | — | 879,813 | — | — | 3,343,290 | | Benefits and Perquisites | — | 20,234 | — | — | 37,401 | | Acceleration of Vesting of Stock Options | 95,636 | 95,636 | — | — | 95,636 | | Acceleration of Vesting of RSUs/PSUs | 3,477,031 | 3,491,419 | — | 3,477,031 | 3,908,364 | | Michelle St. Jacques | | | | | | | Severance Payments | — | 734,850 | — | — | 2,792,430 | | Benefits and Perquisites | — | 18,456 | — | — | 34,735 | | Acceleration of Vesting of Stock Options | — | — | — | — | 75,908 | | Acceleration of Vesting of RSUs/PSUs | — | 564,322 | — | 1,845,360 | 3,017,325 | | Natalie Maciolek | | | | | | | Severance Payments | — | 600,300 | — | — | 2,101,050 | | Benefits and Perquisites | — | 4,962 | — | — | 14,493 | | Acceleration of Vesting of Stock Options | — | — | — | — | — | | Acceleration of Vesting of RSUs/PSUs | — | 518,359 | — | 573,257 | 1,376,884 |

  184. 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 is entitled to full vesting on his 2022, 2023, and 2024 RSUs and PSUs and his 2024 stock options on their normal vesting cycle and full accelerated vesting of his 2022 and 2023 stock options. Ms. Joubert is retirement eligible (based on age and years of service) for purposes of the Incentive Compensation Plan and is entitled to accelerated vesting of her 2022 and 2023 stock options, full vesting on her 2024 stock options, full vesting on her 2024 PSUs, pro-rata vesting on her 2022 and 2023 PSUs, full vesting on her 2024 RSUs and accelerated vesting on a pro-rata portion of 2022 and 2023 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 $57.32, the closing price of the Class B common stock on December 31, 2024); and (ii) the value of the applicable vesting PSUs and RSUs calculated using the closing price of the Class B common stock on December 31, 2024 which was $57.32. PSUs are still subject to the Company meeting the applicable performance requirements. The table assumes performance at target. Mses. St. Jacques and Maciolek were not retirement eligible as of December 31, 2024 and would receive no benefits on equity awards. |

  185. 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 the retirement treatment outlined above, 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, plus pro-rata vesting on their 2024 RSUs, PSUs, and stock options. 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 $60.20 for the purposes of this table. |

  186. 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 and PSUs are forfeited, regardless of whether the options are vested. |

  187. Potential Payments Upon Termination or Change in Control

    | 80 | | 2025 Proxy Statement |

  188. Potential Payments Upon Termination or Change in Control

    | (4) The amounts in the table reflect the pro-rata value of all RSUs and PSUs and the 2024 stock options regardless of the retirement status of the NEOs 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 $57.32, the closing price of the Class B common stock on December 31, 2024);. |

  189. 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. 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 $57.32, the closing price of the Class B common stock on December 31, 2024); and (ii) the value of PSUs and RSUs using $57.32 the closing price of the Class B common stock on December 31, 2024. 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 2024, 2023 and 2022. |

  190. Potential Payments Upon Termination or Change in Control

    In connection with Mr. Yeskov’s departure from the Company effective October 17, 2024, the Company and Mr. Yeskov entered into a termination agreement which replaced a prior Director Services Agreement and an Employment Agreement between the Company and Mr. Yeskov. Under the termination agreement, Mr. Yeskov was placed on garden leave until December 31, 2024 (Termination Date), at which time his employment with the Company terminated. Pursuant to the termination agreement Mr. Yeskov, received the following: a cash payment of $232,743 equivalent to half of his yearly salary, a cash payment of $418,213 equivalent to 100% of target for individual performance (then modified by actual company performance) of his target MCIP award, and a cash payment of $1,430,516 equivalent to 175% of his 2022 performance share unit award based on actual company results. His unvested equity awards were forfeited as of the Termination Date, and he has one year following the Termination Date to exercise his stock options that were already vested as of the Termination Date. In addition, Mr. Yeskov remains subject to certain customary restrictive covenants, including, but not limited to, certain non-compete provisions for the 12-month period following his garden leave during which time he will receive half of the average monthly salary paid to him in the last three months before the Termination Date (a payment of $23,871.08 per month), contingent on his continued compliance with such restrictive covenants. A EUR to USD full year 2024 average exchange rate of 1.082 was used to convert Mr. Yeskov’s cash payments noted above where applicable.

  191. 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).

  192. 2024 CEO Pay Ratio

    2024 CEO Pay Ratio

  193. 2024 CEO Pay Ratio

    | Annual total compensation of our CEO in 2024 | $11,337,261 | | Annual total compensation of our estimated median employee in 2024 | $100,197 | | RESULTING CEO PAY RATIO | 113 to 1 |

  194. Methodology

    | (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 2024 to determine CAP: |

  195. Methodology

    | (c) The amount included in this column is the amount reported in "Change in Pension and Nonqualified Deferred Compensation" column of the SCT. For 2024, the change in pension value was negative and accordingly was not reflected in the table pursuant to applicable SEC rules. |

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

    Analysis of the Information Presented in the Pay Versus Performance Table

  197. 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 60% for our PEO and 39% 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.

  198. Compensation Actually Paid and Total Shareholder Return

    | | |

  199. Compensation Actually Paid and Total Shareholder Return

    | 2025 Proxy Statement | | 85 |

  200. 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:

  201. Compensation Actually Paid and Other Measures

    | | |

  202. Compensation Actually Paid and Other Measures

    Underlying 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 27% for annual incentives and 25% for PSU grants made prior to 2024). The Underlying NSR alignment with CAP for our executives is shown below:

  203. Compensation Actually Paid and Other Measures

    | | |

  204. Compensation Actually Paid and Other Measures

    | 86 | | 2025 Proxy Statement |

  205. Compensation Actually Paid and Other Measures

    Our Board is asking Class A Holders to approve the amendment and restatement of the Molson Coors Beverage Company Incentive Compensation Plan (Plan) to:

  206. Compensation Actually Paid and Other Measures

    | ● | Increase the number of shares of the Company’s Class B common stock that may be issued under the Plan by 5,000,000 shares. When stockholders previously approved the Plan at our 2005, 2012 and 2021 annual meetings of stockholders, they authorized the issuance of up to 23,500,000 shares, of which 1,399,982 shares remained available for issuance as of March 21, 2025. |

  207. Compensation Actually Paid and Other Measures

    | ● | Extend the term of the Plan for ten years, to May 14, 2035. |

  208. Compensation Actually Paid and Other Measures

    The Board of Directors believes that the Company’s ability to attract, retain and motivate selected employees, directors and third-party service providers is vital to the Company’s success. The Board also believes that the interests of the Company and its stockholders will be advanced if the Company can continue to offer such employees, directors and third-party service providers the opportunity to acquire or increase their proprietary interests in the Company by receiving awards under the Plan. However, the Board believes that there is an insufficient number of shares of Class B common stock remaining for future awards under the Plan to effectively and appropriately incentivize the employees, directors and third-party service providers. Accordingly, the Board of Directors on March 25, 2025, upon the recommendation of the Compensation & HR Committee, approved the amendment and restatement of the Plan, subject to stockholder approval, to increase the Plan share pool by 5,000,000 shares, extend the term of the Plan and to make certain other administrative changes. The amendment and restatement of the Plan will become effective upon receipt of approval by the stockholders at the Annual Meeting. If the amendment and restatement of the Plan is not approved by our stockholders, awards may continue to be made from the remaining shares under the Plan. Our executive officers and directors have an interest in this proposal as they are eligible to receive awards under the Plan.

  209. Compensation Actually Paid and Other Measures

    | 2025 Proxy Statement | | 87 |

  210. Compensation Actually Paid and Other Measures

    PROPOSAL NO. 3 — Approval of the amendment and restatement of the Molson Coors Beverage Company Incentive Compensation Plan