Molson Coors Beverage (TAP) DEF 14ADefinitive proxy

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.     )

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MOLSON COORS BEVERAGE COMPANY

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Andrew T. Molson Chair	Peter H. Coors Vice Chair		P.O. Box 4030 NH353 Golden, Colorado 80401 USA	1555 Notre Dame Street East Montréal, Québec, H2L 2R5 Canada

Dear Fellow Molson Coors Beverage Company Stockholders,

You are invited to attend our 2021 Annual Meeting of Stockholders (Annual Meeting), which will be held on Wednesday, May 26, 2021, at 11:00 a.m., Eastern Daylight Time. Traditionally, Molson Coors Beverage Company (Molson Coors, Company, MCBC, we, us or our) alternates its annual meetings between its two principal executive offices in Montréal, Québec, and Golden, Colorado. However, this year, the Annual Meeting will be held entirely online live via audio webcast due to the public health impact of the coronavirus outbreak (COVID-19) and to support the health and well-being of our directors, employees, stockholders and other stakeholders. If you are a stockholder of Molson Coors, you will be able to attend and participate in the Annual Meeting online by visiting www.virtualshareholdermeeting.com/TAP2021. If you are a holder of the Class A or Class B exchangeable shares issued by Molson Coors Canada Inc., a Canadian corporation and our wholly-owned indirect subsidiary (Exchangeco), you will be able to attend and participate in the Annual Meeting online by visiting www.virtualshareholdermeeting.com/TPX2021. In each case, you will be able to listen to the Annual Meeting live, submit questions, and vote. We intend to return to alternating annual meetings between our two principal executive offices in Montréal, Québec, and Golden, Colorado next year, assuming it is safe to do so.

At the Annual Meeting, we will ask our stockholders to:

elect our Board of Directors;

approve, on an advisory basis, the compensation of our named executive officers;

approve the amendment and restatement of the Molson Coors Beverage Company Incentive Compensation Plan; and

ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021.

We will also review our progress during the past year and discuss any new business matters properly brought before the Annual Meeting. The attached 2021 Notice of Annual Meeting and Proxy Statement explains our voting procedures, describes the business we will conduct at the Annual Meeting, and provides information about our Company that you should consider when you vote your shares.

Introduction

The year 2020 was a year unlike any other in our Company’s long history from the unimaginable tragedy at our Milwaukee Brewery in February to a global pandemic that had not been seen in about 100 years. While these unprecedented events had a significant impact on our performance, they also united us, further strengthening our commitment to executing our revitalization plan aimed at driving top-line growth and enhancing operational efficiencies.

We first laid out our revitalization plan in October 2019, and quickly began to streamline our organizational structure with the goal of providing savings to be reinvested in the strategic pillars of the plan as shown below.

As a result, we have dramatically improved our operating and cost structure, which has made us more agile and better able to navigate these challenging times. Given the operating environment, we are proud of our 2020 performance, which demonstrates incredible progress against our revitalization plan and the resilience of our Company and our people.

2020 Company Performance⁽¹⁾

The coronavirus pandemic had a significant impact on our 2020 financial performance primarily due to on-premise restrictions and lockdowns. Our Europe business was the most impacted, particularly in the U.K. where our business skews heavily towards on-premise, and drove top and bottom-line declines for the year. As described in our Annual Report on Form 10-K filed on February 11, 2021⁽²⁾, net sales revenue decreased 8.7%, and we recorded a net loss attributable to Molson Coors Beverage Company of $949 million driven by a $1.5 billion non-cash impairment charge related to our Europe operations.

But this does not tell the whole story. In 2020, we grew net sales revenue per hectoliter on a brand volume basis and improved our mix, delivered strong operating cash flow and cost savings, significantly reduced our debt and made great progress in advancing the objectives of our revitalization plan.

We continued to build on the strength of our iconic core, with Miller Lite and Coors Light achieving strong off-premise growth and segment share gains in the U.S., our largest market.

Our above premium portfolio reached a record share of our portfolio on a financial brand volume basis in constant currency in the U.S. in the second half of 2020 driven by key innovations. We had great success with Blue Moon LightSky and doubled our share of the rapidly growing hard seltzer category with the launch of Vizzy and Coors Seltzer. We also signed an exclusive agreement with The Coca-Cola Company to bring Topo Chico Hard Seltzer to the U.S., which began in March 2021. Through our strong portfolio of diversified hard seltzers, we are positioning ourselves to be a meaningful player in this important category.

With the incredible strength of our distribution network, our world-class supply chain team, and strong marketing capabilities, the Topo Chico Hard Seltzer arrangement is just one of a number of deals we signed in 2020 — some of them in the beer space and some of them beyond beer. We formed a joint venture with Yuengling to take this iconic brand westward for the first time. We are excited about the opportunity to address this pent-up demand beginning in the second half of 2021.

Beyond beer, we have struck a multitude of deals in the non-alcohol space, in wine and spirits, and in cannabis-infused ready-to-drink beverages in Canada and CBD-infused beverages in Colorado, each through joint venture arrangements with Hexo Corp. From distribution deals with La Colombe to a partnership with a leadership team led by Dwayne “the Rock” Johnson for the exciting new energy drink, ZOA, we have signed deals with significant upside potential for our Company, our distributors and our retail partners. And, based on the deal structures, we are investing in these above premium priced spaces in financially prudent ways, which should allow for attractive potential returns.

We have also continued to invest in our capabilities and our people. We have laid the foundation to meet innovation demand with increases of approximately 400% in capacity in the U.S. for both hard seltzers and Blue Moon LightSky. We also commissioned our new can line in our Rocky Mountain Metal Container joint venture in Golden, Colorado which is capable of producing 750 million cans per year. And we have invested in our digital capabilities, which should help support a substantial increase in our ecommerce growth.

We have made tremendous strides with our brands — building brands and platforms that are more inclusive and representative of our communities, and the consumers that consume our products, and the consumers we want to attract to our portfolio.

We are committed to ensuring that our Board of Directors, workforce and suppliers are also representative of the communities in which we operate. We are proud of our culture of putting people first and have built an organization that fosters diversity, equity and inclusion to create a stronger and more innovative team that aims to deliver better results. Last summer, we set a goal of increasing the representation among people of color in the U.S. business by 25% by the end of 2023 — across the country, among salaried employees and in leadership positions, each where market availability shows we have room for improvement — and we have made progress towards that goal. We are also pleased with our progress on Board refreshment and diversity with five new directors elected or appointed to the Board since 2019, assuming all nominees are elected at this year’s Annual Meeting, while increasing the diverse representation of the Board in terms of gender, ethnicity, nationality and experience. We have also committed to spend a total of $1 billion with diverse suppliers between now and 2023.

Also, as we continue to execute our revitalization plan, we do so with an emphasis on advancing our long history of sustainability. As detailed on Our Imprint Report, we are committed to leaving a positive imprint on our communities, environment and business.

As one of the world’s largest beverage companies, we have spent years working to respond to society’s greatest challenges. Even in a year like 2020, we continued to invest and innovate in sustainability, in areas such as water efficiency, sustainable agriculture and waste reduction.

We are committed to protecting and preserving water and are investing millions of dollars to make our facilities around the world even more energy and water efficient. These actions help improve biodiversity, increase climate resilience, protect finite natural resources, and raise the social and economic health of local communities.

We have strengthened relationships with more than 750 barley growers as part of our Grower Direct Program, working together to conserve water, reduce energy, and improve soil health and management. By incentivizing better sustainability practices, we have reduced the amount of water used in barley fields by 7.6 billion gallons since 2016.

By constantly looking for new and existing opportunities to eliminate waste or improve recyclability, we get closer to realizing a more sustainable, circular economy. Today, approximately 60% of our major brewing and manufacturing facilities globally have achieved or sustained zero waste to landfill, with the goal to reach 100% by 2025.

We are driving long-lasting, meaningful change by incorporating sustainability into all aspects of our business, inviting our stakeholders to be part of the solution and focusing on a long-term vision versus short-term needs. While there is much more to be done, we are proud of our achieved milestones, which should lay the foundation for even more progress in 2021 and beyond.

In closing, our accomplishments in 2020 give us confidence that we have the right plan, the right brands and the right people in place to successfully execute our strategy to drive sustainable top-line growth and long-term value creation for our shareholders. We thank you for your support and are excited about the opportunities ahead.

The Annual Meeting

We hope you will be able to attend the Annual Meeting online. Whether or not you plan to attend online, your vote is important to us. We urge you to review our proxy materials and promptly cast your vote by telephone, via the internet, or mark, sign, date and return the proxy/voting instruction card in the envelope provided, so that your shares will be represented and voted at the Annual Meeting even if you cannot attend online. You will also be able to vote your shares electronically during the Annual Meeting. Details about how to attend the Annual Meeting online and how to submit questions and cast your votes are posted at www.virtualshareholdermeeting.com/TAP2021, with respect to stockholders of Molson Coors, and www.virtualshareholdermeeting.com/TPX2021, with respect to holders of the Class A or Class B exchangeable shares issued by Exchangeco, and can be found in the Proxy Statement under the heading “Questions and Answers.”

Thank you for your support of our Company.

Sincerely,

Andrew T. Molson Chair

Peter H. Coors Vice Chair

April 8, 2021

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2021 Notice of Annual Meeting of Stockholders

Wednesday, May 26, 2021

11:00 a.m., Eastern Daylight Time

Time and date May 26, 2021 11:00 a.m., Eastern Daylight Time

Place Online Live Via Audio Webcast (See below for additional information)

Record date April 1, 2021

The Annual Meeting will be held entirely online live via audio webcast due to the public health impact of the coronavirus outbreak (COVID-19) and to support the health and well-being of our directors, employees, stockholders and other stakeholders. If you are a stockholder of Molson Coors, you will be able to attend and participate in the Annual Meeting online by visiting www.virtualshareholdermeeting.com/TAP2021. If you are a holder of the Class A or Class B exchangeable shares issued by Exchangeco, you will be able to attend and participate in the Annual Meeting online by visiting www.virtualshareholdermeeting.com/TPX2021. In each case, you will be able to listen to the Annual Meeting live, submit questions, and vote.

The Annual Meeting of Molson Coors Beverage Company will be held for the following purposes:

To transact such other business as may be brought properly before the Annual Meeting and any and all adjournments or postponements thereof.

Record Date

Stockholders of record at the close of business on April 1, 2021 (Record Date) are entitled to receive notice of, and to vote at, the Annual Meeting and any and all adjournments or postponements thereof.

For a detailed description of our classes of stock and the exchangeable shares issued by Exchangeco, please refer to Questions 1 and 19-21 in the “Questions and Answers” section of this Proxy Statement.

Notice of Internet Availability of Proxy Materials

We will begin mailing a Notice of Internet Availability of Proxy Materials for the Annual Meeting on or about April 8, 2021 containing instructions on how to access our proxy materials and vote online. Our Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (Annual Report or Form 10-K) can be accessed by following the instructions in the Notice of Internet Availability of Proxy Materials.

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Proxy Voting

We hope you will be able to attend the Annual Meeting online. Whether or not you plan to attend online, your vote is important to us. We urge you to review our proxy materials and promptly submit your proxy/voting instructions by telephone or via the internet, or mark, sign, date and return the proxy/voting instruction card in the envelope provided, so that your shares will be represented and voted at the Annual Meeting, even if you cannot personally attend online. You may also vote your shares online, and submit your questions during the Annual Meeting. Details about how to attend the Annual Meeting online and how to submit questions and cast your votes are posted at www.virtualshareholdermeeting.com/TAP2021, with respect to stockholders of Molson Coors, and www.virtualshareholdermeeting.com/TPX2021, with respect to holders of the Class A and/or Class B exchangeable shares issued by Exchangeco, and can be found in the Proxy Statement under the heading “Questions and Answers.”

Thank you for your interest in our Company. We look forward to seeing you at the Annual Meeting.

By order of our Board of Directors, Molson Coors Beverage Company

Dated: April 8, 2021

E. Lee Reichert
Chief Legal & Government Affairs Officer and Secretary

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Proxy Statement

The Board of Directors (Board) is furnishing this Proxy Statement in connection with the solicitation of proxies for use at the Annual Meeting, which will be held at 11:00 a.m., Eastern Daylight Time, on Wednesday, May 26, 2021, online at www.virtualshareholdermeeting.com/TAP2021, with respect to stockholders of Molson Coors, and www.virtualshareholdermeeting.com/TPX2021, with respect to holders of the Class A and/or Class B exchangeable shares issued by Exchangeco. The proxies may also be voted at any adjournments or postponements of the Annual Meeting. The Annual Meeting will be a completely virtual Annual Meeting, which will be conducted via live audio webcast. You will be able to attend the Annual Meeting online and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/TAP2021, if you are a stockholder of Molson Coors, and www.virtualshareholdermeeting.com/TPX2021, if you are a holder of the Class A and/or Class B exchangeable shares issued by Exchangeco, and, in each case, entering your 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials. Only stockholders with a valid 16-digit control number will be able to attend the Annual Meeting and vote, ask questions and access the list of stockholders as of the close of business on the Record Date for the Annual Meeting. The proxies may also be voted at any adjournments or postponements of that Annual Meeting.

We have dual principal executive offices located at P.O. Box 4030, NH353, Golden, Colorado 80401 USA and 1555 Notre Dame Street East, Montréal, Québec, H2L 2R5 Canada (Principal Executive Offices).

We will begin mailing a Notice of Internet Availability of Proxy Materials for the Annual Meeting, containing instructions on how to access our proxy materials and vote online, on or about April 8, 2021.

ADVANCED VOTING METHODS

Even if you plan to attend the Annual Meeting online, please vote right away using one of the following voting methods (see Question 6 of our section entitled “Questions and Answers” of this Proxy Statement for additional details). Make sure to have your proxy/voting instruction card in hand and follow the instructions.

You can vote in advance in one of the following three ways:

VIA THE INTERNET PRIOR TO THE ANNUAL MEETING Visit the website listed on your proxy/voting instruction card	BY TELEPHONE Call the telephone number listed on your proxy/voting instruction card	BY MAIL Sign, date and return your proxy/voting instruction card in the enclosed envelope
All properly executed proxies delivered by mail, and all properly completed proxies submitted via the Internet or by telephone that are delivered pursuant to this solicitation, will be voted at the Annual Meeting in accordance with the directions given in the proxy, unless the proxy is properly revoked prior to completion of voting at the Annual Meeting.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON MAY 26, 2021 The Notice of Annual Meeting, this Proxy Statement and the Annual Report are available at www.proxyvote.com.

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Proxy Summary

This summary highlights information contained elsewhere in this Proxy Statement. It does not contain all of the information that you should consider. You should read the entire Proxy Statement carefully before voting.

Overview of Voting Matters and Board Recommendations

Proposal	Recommendation	Page of Proxy
Election of 14 director nominees (Proposal No. 1)	FOR all director nominees	15
Advisory approval of executive compensation (Proposal No. 2)	FOR	43
Approval of the amendment and restatement of the Molson Coors Beverage Company Incentive Compensation Plan (Proposal No. 3)	FOR	71
Ratification of appointment of PwC as our independent registered public accounting firm for the fiscal year ending December 31, 2021 (Proposal No. 4)	FOR	79

 

Corporate Governance Highlights — Page 25

We are committed to strong corporate governance, sustainability and the accountability of our Board and our senior management team to our stockholders. Highlights of our corporate governance program include:

 

Long-standing commitment to environmental, social and governance (ESG) and related sustainability matters;

Regular Board and committee review of our significant diversity, equity and inclusion (DEI), corporate citizenship, social responsibility, and public policy issues, including ESG and related sustainability matters, as well as employee and product safety;

Separation of our Chief Executive Officer (CEO) and Chair positions;

Regular executive sessions of independent directors at Board meetings that are chaired by the independent director member of the Governance Committee (the Independent Governance Committee Member);

Independent Governance Committee Member reviews and approves Board and committee agendas, together with the Board Chair and the Vice Chair;

Annual advisory vote by Class A and Class B stockholders, voting together as a single class, to approve the compensation of our named executive officers;

Ongoing review and annual assessment of Board composition, including diversity of skills, experience, opinions, as well as gender, race or ethnicity, nationality or country of origin diversity and other factors;

Ongoing review and assessment of Board refreshment matters;

Adoption of an age 72 retirement policy for independent directors;

Election of five new directors since September 2019 as part of our board refreshment efforts and stockholder dialogue, which increased the number of female directors to three and the number of ethnically or racially diverse directors to two;

Annual election of all directors;

Independent Audit, Compensation and Human Resources (Compensation & HR) and Finance Committees;

Annual review by each Board committee of its respective charter and its compliance therewith, and ongoing review and implementation of best practices;

Active stockholder engagement;

Meaningful director and executive officer stock ownership requirements;

Annual Board and committee self-evaluations and regular discussions regarding Board and committee effectiveness;

Robust anti-pledging policy and prohibition on hedging and short sales;

Executive compensation clawback policy; and

Majority independent Board.

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2020 Compensation Highlights — Page 44

Our business strategy drives our compensation philosophy and the choices we make as a business. Our primary focus is our First Choice for our people, consumers and customers strategy and delivering against the revitalization plan announced in October 2019, which focuses on five pillars: (i) building on the strength of our iconic core brands, (ii) aggressively growing our above premium portfolio, (iii) expanding beyond the beer aisle, (iv) investing in our capabilities, and (v) supporting our people and communities.

Our business strategy involves delivering against our revitalization plan and using a balanced focus on both the bottom- and top-lines, and is supported by our annual incentive program (Molson Coors Incentive Plan or MCIP) that incorporates two bottom-line metrics and two top-line metrics, each weighted 25%. The bottom-line metrics for 2020 were Adjusted Underlying Pretax Income and Adjusted Underlying Free Cash Flow (FCF), and the top-line metrics were Adjusted Net Sales Revenue (NSR) and Adjusted Net Sales Revenue per Hectoliter (NSR / HL), each as further defined on page 52; both of the revenue metrics must achieve at least threshold to achieve a payout on either. The combination of these four metrics incentivizes our executive team to focus every day on growing the top-line, earning more, using less and investing wisely.

Capital allocation within our business continues to be guided by Profit After Capital Charge (PACC) as further defined on page 54, which we believe will help us grow stockholder value over the medium to long-term. To maintain a disciplined, consistent approach with PACC across the business, we include PACC as a metric in our long-term incentive program (LTIP) for our performance share units (PSUs). Additionally, we use relative total shareholder return (Relative TSR) as a PSU metric to ensure alignment with our stockholders.

 

2020 Annual Incentive (MCIP) Metric (Weight)(1)	2020 MCIP Enterprise Performance Multiplier(2)	2020 Highlights(3)
Adjusted Underlying Pretax Income (25%)	106%	Adjusted Underlying Pretax Income was lower than 2019, as set out in our revitalization plan, but finished 2020 slightly above Target
Adjusted Underlying FCF (25%)	145%	We delivered nearly $1.3 billion of Underlying FCF
Adjusted NSR (25%)	0%	Worldwide Brand Volume decreased 7.8% vs. 2019, causing NSR to finish below the threshold for a payout(4)
Adjusted NSR / HL (25%)	0%	NSR / HL on a constant currency brand volume basis increased 1.1% vs. 2019 (Performance Multiplier is zero due to NSR performance)
TOTAL 2020 MCIP ENTERPRISE PAYOUT	63%

 

 

2018 to 2020 PSU Metric	2018 to 2020 PSU Performance Multiplier(2)	2018 to 2020 Highlights
PACC	0%	We did not achieve our 2018-2020 threshold performance, though PACC continues to be the key driver for our cash and capital allocation strategy
Relative TSR	70%	Relative TSR over the three-year performance period was in the 9th percentile relative to the companies in the S&P 500 Index (S&P 500)
TOTAL 2018 TO 2020 PSU PAYOUT	0%
(1) Performance measures, with the exception of Relative TSR, are adjusted GAAP or non-GAAP, as defined on pages 52 and 54, and adjusted for changes in foreign currency movement versus the comparable period. (2) See further information about our MCIP and actual performance beginning on page 51 and LTIP beginning on page 53. (3) The 2020 Highlights do not contemplate the adjustments required for the MCIP metrics. (4) See further information on Financial Volume and Worldwide Brand Volume starting on page 42 of our Form 10-K.

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Proposal Snapshot

What am I voting on?

Stockholders are being asked to elect 14 director nominees, consisting of 11 Class A directors and three Class B directors, for a one-year term.

Voting Recommendation:

Our Board recommends a vote FOR each director nominee.

The number of directors is set at 15, consisting of 12 Class A directors and three Class B directors. However, for purposes of the Annual Meeting, 14 directors are being nominated for election at the Annual Meeting, each to serve until the next annual meeting of stockholders and until his or her successor shall have been elected and qualified. The 14 nominees consist of:

11 directors to be elected by the Class A Holders; and

3 directors to be elected by the Class B Holders.

The Governance Committee does not currently plan to fill the Class A director vacancy, which must be a member of management according to the Company’s Restated Certificate of Incorporation, as amended to date (Restated Certificate of Incorporation). At the Annual Meeting, votes may not be cast for a greater number of director nominees than the 11 Class A and 3 Class B nominees named in this Proxy Statement.

For more information on the nomination of our Class A directors and Class B directors, please refer to “Nomination Process” section beginning on page 30.

The following summaries set forth certain biographical information regarding each director nominee, including age as of the Record Date, as well as a summary description of each individual’s particular knowledge, qualifications or areas of expertise considered for nomination to our Board.

Iain J.G. Napier was not re-nominated for election as a director, as he indicated his decision to retire immediately following the Annual Meeting pursuant to the Board’s retirement age policy.

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 persons named as proxies will vote for the substitute nominees designated.

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2021 NOMINEES FOR CLASS A DIRECTORS

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PETER H. COORS
Age 74 Director of Molson Coors since: 2005 Vice Chair since: May 2019		Biography:
		Mr. Coors retired as an employee of Molson Coors effective December 31, 2019. He served as our Chief Customer Relations Officer (CCRO) from October 2016 to December 2019 and served as Chairman of the Board of Directors of MillerCoors from July 2008 until we acquired full ownership of MillerCoors in 2016. He currently serves as our Vice Chair of the Board and Chair of the Governance Committee. He serves on the Board of Directors of Adolph Coors Company LLC, the trust company serving as trustee of the Adolph Coors Jr. Trust (Coors Trust) and other Coors’ family trusts. He is also the President of the Adolph Coors Foundation, a family charitable foundation and a manager of Keystone Holdings LLC, the holding company for CoorsTek and other Coors’ family owned businesses. Since joining our Company in 1971, he has served in a number of different executive and management positions for Adolph Coors Company, Coors Brewing Company and Molson Coors. He has served Coors Brewing Company, our wholly owned subsidiary, as Chairman of the board of directors since 2002, as a director since 1973, and as the Chief Executive Officer from 1992 to 2000. He also served Adolph Coors Company, as chief executive officer from 2000 to 2002 and as Chairman of the board from 2002 to 2005. At various times since 2005, Mr. Coors has served as the Chair and Vice Chair of our Board. Mr. Coors also serves on numerous community and civic boards, including the American Enterprise Institute, the National Western Stock Show, ACE Scholarships, Colorado Concern, Colorado Succeeds, and as trustee emeritus of the Denver Area Council of the Boy Scouts of America.
		Committee Assignment:	Skills and Qualifications:
		• Governance (Chair)	• Former CEO of our Company • Long-term, Highly-Committed Significant Stockholder • Extensive Knowledge of our History and Culture • Strong Relationships with U.S. Distributors and Retailers • Recognized Beer Industry Leader • U.S. Beer Business Expertise • Company Brand Ambassador

MARY LYNN FERGUSON-MCHUGH
Age 61 Director of Molson Coors since: 2015 INDEPENDENT DIRECTOR		Biography:
		Ms. Ferguson-McHugh has served as Chief Executive Officer of Family Care and New Business at Procter & Gamble Co. (NYSE: PG) since July 2019. She has been with Procter & Gamble Co. since 1986, in various roles of increasing responsibility. In particular, before serving in her current position, she served as Group President, Global Family Care and P&G Ventures at Procter & Gamble Co. since November 2015. From 2011 to 2014, she served as Group President, Western Europe and then total Europe. Ms. Ferguson-McHugh holds an M.B.A. from the University of Pennsylvania, Wharton School of Business, and Bachelor of Science degree from the University of the Pacific.
		Committee Assignment:	Skills and Qualifications:
		• Compensation & HR (Chair)	• P&L Management • Operations • Brand Building and Marketing Experience • Innovation • Consumer Insight • Consumer-Packaged Goods Experience

GAVIN D.K. HATTERSLEY
Age 58 Director of Molson Coors since: 2019		Biography:
		Mr. Hattersley has served as President and CEO of our Company since September 2019. Prior to his current position, he served as Chief Executive Officer of MillerCoors, our U.S. business, from July 2015. Prior to joining MillerCoors (n/k/a Molson Coors Beverage Company USA LLC), Mr. Hattersley served as Chief Financial Officer of the Company from June 2012 to September 2015. From July 2008 to June 2012, Mr. Hattersley served as Executive Vice President and Chief Financial Officer of MillerCoors. He also served as Senior Vice President, Finance for Miller Brewing Company from October 2002 to July 2008. He came to Miller Brewing Company from SAB Limited of Johannesburg, South Africa, where he held several financial management positions before becoming Chief Financial Officer in 1999. Prior to joining SAB Limited in 1997, he spent almost 10 years with Barloworld Limited in various finance positions.
		Committee Assignment:	Skills and Qualifications:
		• None	• President and CEO of our Company • Beer Business Experience • Former CFO of our Company • International Business Expertise • P&L Management • Financial Expertise

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ANDREW T. MOLSON
Age 53 Director of Molson Coors since: 2005 Chair since: May 2019		Biography:
		Mr. Molson is Chairman of AVENIR GLOBAL, an organization that he has been with since 1997. With headquarters in Montreal since its founding in 1976, AVENIR GLOBAL is a network uniting seven strategic communications firms across Canada, the U.S., Europe and the Middle East, including NATIONAL Public Relations, AXON, Madano, SHIFT Communications, Padilla, Cherry and Hanover. In addition to the public companies noted below, Mr. Molson also currently serves as a director of Groupe Deschênes Inc. and CH Group Limited Partnership, a sports and entertainment company. He is also President of the Molson Foundation, a family foundation dedicated to the betterment of Canadian society, and serves on several non-profit boards, including those of the Institute for Governance of Private and Public Organizations, Concordia University Foundation, the evenko foundation for emerging talent, Business / Arts, the Québec Blue Cross and the Montreal General Hospital Foundation. He previously served as a director of The Group Jean Coutu PJC Inc. from 2014 to 2018, as Chair of our Board from May 2011 to May 2013 and Vice Chair of our Board from May 2009 to May 2011. Mr. Molson holds a law degree from Laval University, a Bachelor of Arts degree from Princeton University and a Master of Science degree in corporate governance and ethics from the University of London and is a Member of the Order of Canada.
		Committee Assignment:	Skills and Qualifications:
		• Governance	• Extensive Knowledge of our History and Culture • Long-Term, Highly-Committed Significant Stockholder • Public Relations • Corporate Governance • Canadian Beer Business Expertise • Outside Public Board Experience
		U.S./Canadian Public Company Boards:
		• Theratechnologies Inc. (NASDAQ: THTX; Toronto Stock Exchange (TSX): TH) since 2020
		Canadian Public Company Boards:
		• Dundee Corporation (TSX: DC.A) since 2015

GEOFFREY E. MOLSON
Age 50 Director of Molson Coors since: 2009		Biography:
		Mr. Molson has been a general partner of CH Group Limited Partnership since December 2009 and the President and Chief Executive Officer of CH Group Limited Partnership since 2011, which owns the Montreal Canadiens, Gestion evenko, Equipe Spectra, Just for Laughs and the Bell Centre. He currently represents Molson Coors as an ambassador, representing the Molson family in key strategic areas of our business. He is also a member of the board of directors of RES PUBLICA Consulting Group, and a member of the Molson Foundation, a family foundation dedicated to the betterment of Canadian society, St. Mary’s Hospital Foundation and the Montreal Canadiens Children’s Foundation. From June 2015 to May 2017, Mr. Molson served as our Chair. From 1999 to 2009, he served in various roles of increasing responsibility for Molson Inc., including its former U.S. business. Mr. Molson holds an M.B.A. from Babson Business School and a Bachelor of Arts degree from St. Lawrence University and is a Member of the Order of Canada.
		Committee Assignment:	Skills and Qualifications:
		• Governance	• Extensive Knowledge of our History and Culture • Long-Term, Highly-Committed Significant Stockholder • P&L Management and Operations • Beer Sales and Marketing Background • Key Account Management • Distributor Development • Sports and Entertainment Industry • Canadian Beer Business Expertise • Outside Director Experience

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NESSA O’SULLIVAN
Age 56 Director of Molson Coors since: 2020 INDEPENDENT DIRECTOR		Biography:
		Ms. O’Sullivan is the Group Chief Financial Officer and Executive Director of Brambles Limited (Brambles), a logistics company with operations in over 60 countries (Australian Securities Exchange (ASX): BXBLY). She was appointed to her current executive role in November 2016 and was appointed to the Brambles board of directors in April 2017. From 2005 to 2015, she served in various roles of increasing responsibility at Coca-Cola Amatil Limited, an ASX-listed beverage company, including five years from 2010 to 2015 as the Group Chief Financial Officer. From 2000 to 2005, she served as Chief Financial Officer of the South Pacific Region of Yum! Brands, Inc., an American fast food corporation (New York Stock Exchange (NYSE): YUM). Ms. O’Sullivan also previously worked at PwC in Ireland and Australia. She is a Fellow of the Institute of Chartered Accountants in Ireland, holds a Bachelor of Commerce Degree from University College Dublin and is a graduate of the Australian Institute of Company Directors.
		Committee Assignments:	Skills and Qualifications:
		• Audit • Finance	• Financial Expertise • Audit • Operations • International Business • Consumer-Packaged Goods Experience • Food and Beverage Company Experience • Supply Chain and Logistics Experience • Chief Financial Officer Experience • M&A and Capital Markets • Other Director Experience • Outside Public Board Experience
		Australian Public Company Boards:
		• Brambles Limited (ASX: BXBLY) since April 2017

DOUGLAS D. TOUGH
Age 71 Director of Molson Coors since: 2012 INDEPENDENT DIRECTOR		Biography:
		Mr. Tough was the Chief Executive Officer of International Flavors & Fragrances (IFF), a creator and manufacturer of flavors and fragrances, from March 2010 to September 2014. He also served as IFF’s Chairman of the board of directors from March 2010 to December 2014. After joining IFF’s board of directors in 2008, he served as its non-executive Chairman of the board from October 2009 to March 2010, when he became IFF’s Chief Executive Officer. Mr. Tough holds an M.B.A. from the University of Western Ontario and a B.B.A. from the University of Kentucky.
		Committee Assignment:	Skills and Qualifications:
		• Compensation & HR	• Multi-brand International Company Experience • Food and Beverage Company Experience • P&L Management • Public Company CEO Experience • Outside Public Board Experience

LOUIS VACHON
Age 58 Director of Molson Coors since: 2012 INDEPENDENT DIRECTOR		Biography:
		Mr. Vachon has served as President and Chief Executive Officer of the National Bank of Canada since June 2007. He has also served as a director of the National Bank of Canada since 2006. He has been with National Bank of Canada since 1996, where he has taken positions of increasing responsibility. He also currently serves as a director of Groupe CH Inc. and of the OSMO Foundation, and has, in the past, held a variety of other board positions. Mr. Vachon has been an Officer of the Ordre national du Québec since 2019. He is a Member of the Order of Canada and the Ordre de Montréal, as well as a recipient of the Global Citizens Award from the United Nations Association in Canada. In 2014, Mr. Vachon was named Chief Executive Officer of the year by the Canadian Business magazine. Mr. Vachon holds a Master's degree in International Finance from the Fletcher School at Tufts University, and a Bachelor of Arts degree in economics from Bates College. He is also a Chartered Financial Analyst, CFA®.
		Committee Assignment:	Skills and Qualifications:
		• Finance (Chair)	• Financial Markets • Financing • Strategy • Experience as a Chief Executive Officer • Canadian Market Experience • Outside Public Board Experience
		Canadian Public Company Boards:
		• National Bank of Canada (TSX: NBC) since 2006

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JAMES “SANDY” A. WINNEFELD, JR.
Age 64 Director of Molson Coors since: 2020 INDEPENDENT DIRECTOR		Biography:
		Admiral Winnefeld retired from the United States Navy in July 2015 after serving as the ninth Vice Chairman of the Joint Chiefs of Staff, and the United States’ number two ranking military officer, from August 2011 until July 2015. Prior to his retirement, Admiral Winnefeld had a 37-year career in the United States Navy, serving in various positions of increasing responsibility, including Commander, U.S. Northern Command, Commander, North American Aerospace Defense Command, Commander, U.S. Sixth Fleet, and Commander, Allied Joint Command Lisbon. He is currently a Professor of International Affairs at the Sam Nunn School of International Affairs at the Georgia Institute of Technology and a Senior Non-Resident Fellow at the Belfer Center for Science and International Affairs at the Kennedy School at Harvard University. Since January 2017, Admiral Winnefeld has served on the board of directors of Raytheon Company (Raytheon), a NYSE-listed major U.S. defense contractor and industrial corporation (NYSE: RTN), and currently serves on Raytheon’s finance, compensation and special activities committees. Admiral Winnefeld has also served as a director of various private companies, including Alliance Laundry Systems LLC, a privately-held laundry equipment manufacturer, Cytec Defense Materials LLC, a privately-held composite materials distributor, for which he also serves as Chairman, and Enterprise Holdings, Inc., a privately-held vehicle rental, fleet management and automobile sales company. He is also an advisor to various companies, including BDT Capital Partners, LLC, a private equity firm, and a strategic advisor to the U.S. Chamber of Commerce, among others. Admiral Winnefeld and his spouse Mary are also the co-founders of the non-profit organization, Stop the Addiction Fatality Epidemic. In addition, he is a member of the Georgia Institute of Technology Advisory Board and the Board of Advisors of the Georgia Institute of Technology Research Institute and a Trustee of the Naval Academy Foundation athletics and scholarship programs. Admiral Winnefeld holds a Bachelor of Aerospace Engineering from the Georgia Institute of Technology and is a graduate of the Naval War College and the Naval Nuclear Power School.
		Committee Assignment:	Skills and Qualifications:
		• Audit • Compensation & HR	• Senior Leadership • Human Resource Management • Strategy • International and Governmental Affairs Experience • Corporate Governance • Outside Public Board Experience
		U.S. Public Company Boards:
		• Raytheon Company (NYSE:RTN) since 2017

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2021 NOMINEES FOR CLASS B DIRECTORS

ROGER G. EATON
Age 60 Director of Molson Coors since: 2012 INDEPENDENT DIRECTOR		Biography:
		Mr. Eaton currently serves as a director of Arnott’s Biscuits Holdings Pty Limited, a privately-held Australian company. In addition, Mr. Eaton currently manages multiple business interests since his retirement as the Chief Executive Officer of KFC, a division of Yum! Brands, Inc. (NYSE: YUM), a position he held from August 2015 to March 2019. Prior to that, he held several U.S. and international positions at Yum!. From April 2011 to August 2015 he served as the Chief Operations Officer of Yum!. From January 2014 to April 2015, he served as President of the KFC division, overseeing KFC’s business in the Middle East, Thailand, Asia Franchise Business Unit, Canada, Latin America, and the Caribbean. Additionally, in 2011 he served as the Yum! Operational Excellence Officer. From June 2008 to February 2011, he served as the Chief Executive Officer and President of KFC USA. Mr. Eaton holds a post graduate diploma in accounting and a bachelor’s degree in commerce from the University of Natal — Durban in South Africa. He passed the South African Public Accountants and Auditors Board exams in 1982, and is a member of the Australian Institute of Chartered Accountants.
		Committee Assignment:	Skills and Qualifications:
		• Audit (Chair) • Finance	• Financial Expert • Global Retail Brand Management • P&L Management and Operations • International Business Experience • Audit Experience • Experience as a Chief Executive Officer

CHARLES M. HERINGTON
Age 60 Director of Molson Coors since: 2005 INDEPENDENT DIRECTOR		Biography:
		Mr. Herington is the Chief Operating Officer, Vice-Chairman and President of Global Operations at Zumba Fitness LLC. In May 2018, he was appointed to the board of Gildan Activewear Inc (NYSE/TSX: GIL). Mr Herington is also a member of the boards of the following privately held companies: Quirch Foods (where he acts as Chairman); HyCite Enterprises; Accupac; and Klox Technologies. From 2006 to 2012, Mr. Herington served as Executive Vice-President of Developing and Emerging Markets Group at Avon Products Inc. Prior to that, he was President and Chief Executive Officer of America Online (AOLA) Latin America, and before that Division President at Pepsico Restaurants Latin America. Mr. Herington began his career in brand management at Procter & Gamble Co. Mr. Herington received his Chemical Engineering Degree from Instituto Tecnológico y de Estudios Superiores de Monterrey.
		Committee Assignment:	Skills and Qualifications:
		• Audit	• P&L Management and Operations • Marketing • Brand Building • General Management • Multicultural Lens from Living in Five Countries • Canada, U.S., Latin America, Asia Pacific, Central and Eastern European Market Experience • Outside Public Board Experience • M&A
		U.S./Canadian Public Company Boards:
		• Gildan Activewear Inc. (NYSE/TSX: GIL) since 2018

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H. SANFORD RILEY
Age 70 Director of Molson Coors since: 2005 INDEPENDENT DIRECTOR		Biography:
		Mr. Riley has served as President and Chief Executive Officer of Richardson Financial Group Limited, a specialized financial services company, since 2003. In addition, he is a director of the two public companies noted below. Mr. Riley previously served as a director of GMP Capital, Inc. (TSX: GMP), an investment dealer, from 2009 to 2017, Manitoba Telecom Services Inc. (TSX: MBT) from 2011 to 2017 and Manitoba Hydro, a Canadian Crown corporation, where he also served as Chairman of the board of directors from May 2016 to March 2018. He has also previously served as a director of Molson, Inc. Mr. Riley is also involved with various community organizations, including serving as Chairman of the University of Winnipeg Foundation past Chancellor of the University of Winnipeg and past Chairman of the Manitoba Business Council. Mr. Riley holds a J.D. from Osgoode Hall Law School, a Bachelor of Arts degree from Queen’s University and is a Member of the Order of Manitoba and the Order of Canada.
		Committee Assignments:	Skills and Qualifications:
		• Compensation & HR • Governance (Independent Member)	• Financial Expertise • P&L Management and Operations • Corporate Governance • Leadership in Highly Regulated Global Industry • Experience as a Chief Executive Officer • Outside Public Board Experience
		Canadian Public Company Boards:
		• Canadian Western Bank (TSX: CWB) since 2011 • The North West Company (TSX: NWC) since 2002 (current Chairman)

Board Mix

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Board Skills & Experience and Demographic Matrix

This table provides a summary view of the qualifications, experience and demographic information of each director nominee.

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Position of Director Emeritus

Eric H. Molson (formerly the Chair of our Company) has served as a Director Emeritus for our Company since May 2009. Mr. Molson may provide consulting and advisory services to the Board as requested and may be invited to attend meetings of our Board on a non-voting basis.

Family Relationship Disclosure

Peter H. Coors and David S. Coors are father and son. Andrew T. Molson and Geoffrey E. Molson are brothers. Eric H. Molson is the father of Andrew T. Molson and Geoffrey E. Molson.

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Board of Directors and Corporate Governance

We are committed to strong corporate governance, corporate responsibility and the accountability of our Board and our senior management team to our stockholders. Our Board is elected annually by the stockholders to oversee their interests in the long-term success of our Company and our operating segments.

KEY CORPORATE GOVERNANCE DOCUMENTS

Please visit our website at www.molsoncoors.com to view the following documents:

Restated Certificate of Incorporation, as amended to date (Restated Certificate of Incorporation)

Fourth Amended and Restated Bylaws (Bylaws)

Code of Business Conduct

Board of Directors Charter & Corporate Governance Guidelines (Governance Guidelines)

Board Committee Charters, including those of: the Governance Committee, the Compensation & HR Committee, the Audit Committee and the Finance Committee

Diversity, Equity & Inclusion, Sustainability, Corporate Governance Guidelines and Code of Business Conduct

DIVERSITY, EQUITY & INCLUSION (DEI)

We strive to be a provider of meaningful experiences for our employees and believe that building a strong and diverse workforce is a significant contributor to our success as a business and to deliver on our purpose. We value and respect our differences and believe that diversity with equity and inclusion is the key to collaboration and a winning team culture. A significant component of our revitalization plan announced in October 2019 was the launch of a refreshed purpose (uniting people to celebrate all life’s moments), ambition (first choice for our people, consumers and customers) and shared company values (the first of which is Put People First), all designed with a purpose of shifting the culture of the organization to drive stronger employee and business engagement. As we work to a more diverse workforce and management team, the Company has developed programs to encourage the recruitment, retention and training of diverse leaders and working to ensure we have a highly skilled and inclusive workforce.

With the overarching goals described in the preceding paragraph as guides, the following table outlines the primary DEI responsibilities:

Group	Primary DEI Responsibilities
Our leadership team and the Chief People and Diversity Officers for the North America and Europe business units	Managing all employment-related matters, including DEI
Compensation & HR Committee	Establishing and reviewing the overall compensation philosophy of the Company and providing oversight on certain human capital matters, including the Company’s DEI initiatives
Audit Committee	Overseeing the Company’s risk management program to identify and mitigate potential risks, including human capital issues
Governance Committee	Monitoring governance best practices and making recommendations to the Board on governance improvements
Board of Directors	Receives regular reports and recommendations from management and the Board committees to help guide the Company’s strategy on retaining and developing a diverse and talented workforce

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SUSTAINABILITY

We believe in producing beverages we can be proud of, which is why sustainability is fundamental to how Molson Coors operates. Our Imprint is how we talk about sustainability at Molson Coors and includes our commitments to governance, ethics, alcohol responsibility, environmental stewardship, sustainable sourcing, and investments in our people and communities that we believe create long term value for society, stockholders, and our other stakeholders.

Our Imprint is embedded in Molson Coors’ culture and the values we set forth as a company. Sustainability metrics are embedded in the performance goals of members of our leadership team to ensure governance and accountability for delivering performance against Our Imprint 2025 commitments, which are described below. Furthermore, the Audit Committee assists the Board in overseeing Molson Coors’ sustainability efforts.

Molson Coors is a charter member of the International Alliance for Responsible Drinking (IARD). This collaborative industry body represents the 12 largest global brewers, distillers and vintners, and partners with the public sector, civil society and private stakeholders formed to address the global public health issue of harmful drinking.

In 2017, we launched Our Imprint 2025 strategy, which includes a set of ambitious goals to take us to 2025. Informed by a materiality assessment and with the United Nations Sustainable Development Goals in mind, we focused our efforts where we believe we can have the most positive impact on our business and society. We established goals across three pillars — Alcohol Responsibility, Environmental Sustainability and People & Communities — that aim to address the shifting expectations of our consumers and stakeholders, while we continue to drive our operations to be even more resource efficient and resilient.

In 2019, we launched a set of new global packaging goals to reduce plastics in our packaging, aiming for 100% of our packaging to be reusable, recyclable or compostable by 2025. We also strengthened our goals to drive down packaging carbon emissions, use more recycled materials in our plastic packaging and improve recycling solutions in our key markets.

Below are the priority areas that make up Our Imprint 2025 strategy and the sustainability goals we aim to achieve:

Alcohol Responsibility	Environmental Sustainability	People & Communities
Prevention of alcohol-related harm through the implementation of impactful programs* Partner with other global alcohol producers to achieve 10% reduction globally in harmful alcohol use Responsible marketing and advertising of all products* Deliver nutritional information, alcohol serving facts and ingredients for all our products* Offer consumers low- or no-alcohol choices*         * In countries where we have significant brewing and selling operations	Improve water-use efficiency in our primary breweries to achieve a 2.8 hl/hl water-to-beer ratio Protect local water resources in partnership with others Reduce carbon emissions across our operations by 50%, and throughout our value chain by 20% Achieve zero waste to landfill at all our brewing and major manufacturing facilities Make 100% of packaging reusable, recyclable, or compostable Incorporate at least 30% recycled content in our plastics packaging Improve recycling infrastructure and support a better recycling system for communities, government and industries Improve water-use efficiency of our agricultural supply chain by 10% 100% of barley and hops sourced from sustainable suppliers in key growing regions	Provide a great employee experience through living our Put People First culture and values Greater health and safety in the workplace with 40% reduction in Lost Time Accident rate $100 million investment aiming to improve livelihoods, foster empowerment and build resilient communities Ethical and sustainable supply chain practices Supplier diversity across the business

More information about our 2025 agenda and the progress we’ve made can be found on our sustainability website, www.MolsonCoorsOurImprint.com, which includes:

Our Imprint Report 2020, which presents our 2025 strategy and highlights of our work across our three pillars; and

Environment, Social and Governance (ESG) Report 2020, which offers greater detail on Molson Coors’ sustainability performance.

Please note, the information provided on our website (or any other website referred to in this Proxy Statement) is not part of this Proxy Statement and is not incorporated by reference as part of this Proxy Statement.

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The statements above regarding Our Imprint 2025 goals are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (Exchange Act). Forward-looking statements are subject to risks and uncertainties that could cause actual results to be materially different from those indicated (both favorably and unfavorably). These risks and uncertainties include, but are not limited to, those described in Part I, “Item 1A. Risk Factors”, of the Annual Report, and those described from time to time in our past and future reports filed with the Securities and Exchange Commission (SEC).

CORPORATE GOVERNANCE GUIDELINES

Our full Board, of which the majority is independent, oversees the corporate governance of our Company. Our Board has adopted our Governance Guidelines to promote effective corporate governance and proper functioning of our Board and its Committees. The guidelines set forth a common set of expectations as to how our Board should function. The guidelines provide, among other things, guidance on the composition of our Board, the criteria to be used in selecting director nominees, retirement of directors, expectations of our directors and evaluation of performance of our Board and its Committees. Our Board and Governance Committee regularly review developments in corporate governance and considers stockholder feedback to respond to new developments as necessary and appropriate.

CODE OF BUSINESS CONDUCT

All of our directors and employees, including our CEO, Chief Financial Officer (CFO) and other senior financial and executive officers, are bound by our Code of Business Conduct which complies with the requirements of the NYSE and the SEC to ensure that our business is conducted in a legal and ethical manner. The Code of Business Conduct covers areas of professional conduct, including employment policies, conflicts of interest, fair dealing and the protection of confidential information, as well as strict adherence to all laws and regulations applicable to the conduct of our business. We will disclose future amendments to, or waivers from, certain provisions of the Code of Business Conduct for executive officers and directors on our website at www.molsoncoors.com within four business days following the date of such amendment or waiver.

Board and Committee Governance

BOARD LEADERSHIP STRUCTURE

We separate the roles of Chair and CEO. According to our Bylaws, the Chair is appointed by the Class A-C Nominating Subcommittee or the Class A-M Nominating Subcommittee, alternating on a biennial basis. The Vice Chair is appointed by the Class Nominating Subcommittee that does not appoint the Chair. Andrew T. Molson was appointed Chair by the Class A-M Nominating Subcommittee effective May 2019, and he will serve in this position until this Annual Meeting. Peter H. Coors was appointed Vice Chair by the Class A-C Nominating Subcommittee effective May 2019, and he will serve in this position until this Annual Meeting.

In addition, and in accordance with the Governance Guidelines, the agenda for each Board meeting is prepared by our corporate secretary’s office under the direction of the Chair and the Independent Governance Committee Member. As further discussed below, the Independent Governance Committee Member regularly convenes executive sessions of the independent directors without non-independent directors or members of management present and report to the Board, the Chair or management, as appropriate, any issues, requests or concerns identified during any independent director executive sessions.

BOARD SIZE

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. Our Board does not currently plan to fill the Class A director vacancy, which must be a member of management according to the Restated Certificate of Incorporation.

Our Restated Certificate of Incorporation and 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), provided that 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; provided further, that 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.

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BOARD’S ROLE IN RISK OVERSIGHT

Our Board is responsible for overseeing our enterprise risk management program (ERM Program) to ensure it is appropriately designed to identify and manage the principal risks of our business. Our Board realizes that the achievement of our strategic objectives necessarily involves taking calculated risks, and that, as our business evolves, risks applicable to our business change. The ERM Program is designed to enable us to appropriately identify, monitor, manage, prioritize and mitigate these risks, and foster a culture of integrity, risk awareness and compliance within our Company. Our Board has also tasked its committees as designated below with certain risk management categories, and these committees regularly report to our Board:

Board/Committee	Primary Areas of Risk Oversight
Board	Adopting a strategic planning process and approving annually a strategic plan, taking into account the risks of our business Ensuring the dedication of resources and implementation of appropriate systems to manage the principal risks of our business Oversight and monitoring of our ERM Program (shared with the Audit, Compensation & HR, and Governance Committees) Oversight over all related party transactions (shared with the Audit Committee) Annual review of the risk program Review regular reports from management on material risks, the degree of exposure to those risks, and plans to address such risks Review reports on risk assessment from the Audit and Compensation & HR Committees Committee reports are regularly provided to our Board
Audit Committee	Oversight and monitoring of our risk management efforts, including our ERM Program and anti-hedging, anti-pledging and anti-short sale policy, and corporate responsibility, alcohol policy and sustainability efforts and related performance Oversight of the management of our major financial risks, cybersecurity risks and the steps management has taken to monitor and control such risks Oversight over all related party transactions (shared with our Board) Oversight of our internal controls and internal audit function
Compensation & HR Committee	Oversight of the risks relating to our compensation plans and human resource programs Oversight over our human resource and talent management programs, including leadership development and our commitment to DEI
Finance Committee	Oversight of our financial position and policies, including the risks related to our capital structure, debt portfolio, pension plans, taxes, currency risk and hedging programs
Governance Committee	Oversight of the Company’s corporate and political action committee political contributions and political activities Monitor best practices, trends, developments and issues related to corporate governance practices and policies, in the context of the Company’s shareholder profile and “controlled company” status for NYSE and TSX purposes Oversight of the Board’s retirement, resignation and retention policies

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Management is charged with managing the business and the risks associated with the enterprise and reporting regularly to our Board. Management primarily regulates risk through the ERM Program, robust internal processes and control environments, comprehensive internal and external audit processes, a strong ethics and compliance department, and by adhering to the Code of Business Conduct and our other policies. Management routinely communicates business risks identified through the ERM Program, or otherwise, with our Board, the committees thereof and individual directors.

We have implemented a cybersecurity awareness training to facilitate initial and continuing education for employees on cybersecurity and related matters. Regular reviews are conducted to assess company information security programs and practices, including incident management, service continuity, and information security compliance programs. The Company maintains a cyber liability insurance policy providing insurance coverage within the policy limits for liability losses and business interruption events arising from an information security breach. In March 2021, the Company experienced a systems outage that was caused by a cybersecurity incident. Outside of the March 2021 incident, the Company has not experienced a material information security breach within the last three years. Our Board, Audit Committee and senior management receive periodic briefings concerning cybersecurity, information security, technology risks, and our related risk mitigation programs.

Our Compensation & HR Committee believes that we have no compensation policies or programs that give rise to risks reasonably likely to have a material adverse effect on our Company.

Our Board believes its leadership structure is appropriate because it effectively allocates authority, responsibility and oversight between management and the non-management directors, including with respect to risk oversight.

To learn more about the risks we face, you can review the risk factors included in Part I, “Item 1A. Risk Factors”, of the Annual Report, and those risks described from time to time in our past and future reports filed with the SEC.

BOARD COMPOSITION AND REFRESHMENT

In accordance with the Governance Guidelines, the Board considers the following objectives in determining the appropriate size and composition of the Board:

In addition to the above considerations, our Governance Guidelines require our Board and Governance Committee to base director nominations on criteria that reflect the best interests of our Company, stockholders and corporate responsibilities. In doing so, our directors strive to attain the appropriate balance and diversity of background and experience on our Board.

According to our Governance Guidelines, the factors considered for the selection of director nominees to serve on the Board include, but are not limited to, the individual’s:

diversity of opinion, personal and professional background and experience, as well as gender, race or ethnicity, nationality, age or country of origin diversity;

personal qualities and characteristics, accomplishments and reputation in the business community;

current knowledge and contacts in the communities in which we do business and in our industry or other industries relevant to our business;

ability and willingness to commit adequate time to our Board and committee matters;

skills, personality and compatibility with our other directors and potential directors in an effort to build a Board that is effective, collegial and responsive to our needs; and

characteristics as they correspond with the perceived needs of our Company and our Board and its committees at the time.

Our Board and Governance Committee consider various diversity factors, including gender, age, race, ethnicity, nationality, and country of origin, as part of the assessment of director nominees to serve on our Board. In addition, our Governance Guidelines require the Governance Committee to instruct any search firm engaged to identify director candidates to identify director candidates who would, in addition to bringing skills and experience to the Board, also add to gender, age, racial or ethnic diversity to the Board.

The Board periodically reviews and assesses its composition and takes into consideration factors that may impact Board turnover and refreshment. In the Governance Guidelines the Board has implemented a retirement age policy in which no person is eligible for nomination or election to our Board if such person has reached the age of 72 by the calendar year-end immediately preceding our next annual meeting. Even though the policy provides that our Board may approve an exception to this guideline on a case-by-case basis in rare circumstances, our Board does not currently plan to waive the retirement age guideline for directors that will reach this retirement age prior to 2024. These retirement-age restrictions do not apply to our non-independent Class A directors. As previously mentioned, Iain J.G. Napier was not re-nominated for election as a director, as he indicated his decision to retire immediately following the Annual Meeting pursuant to the Board’s retirement age policy.

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NOMINATION PROCESS

Potential director nominees may come to our attention through recommendation by management, current members of our Board, our stockholders or third-party search firms hired to identify and/or evaluate potential nominees. The Board retained a third-party search firm for a fee to help facilitate the identification, screening and interview process of potential director nominees, including Ms. Brown. After our Board considers the qualifications outlined above to strike the appropriate balance and diversity of background and experience as well as feedback from any third-party search firms hired to evaluate potential nominees, candidates are formally nominated and vacancies are filled in accordance with the terms of our Restated Certificate of Incorporation as follows:

Body to Nominate or Fill Vacancy	Director Nominees
Entire Board Majority independent	Three director nominees to be elected by holders of Class B common stock and Special Class B voting stock, voting together as a class All nominees must be independent Nominations must be approved by at least two-thirds of the authorized number of directors (including vacancies)
Governance Committee: One independent director Class A-C Nominating Subcommittee Class A-M Nominating Subcommittee	Two director nominees to be elected by holders of Class A common stock and Special Class A voting stock, voting together as a class Must include the CEO of our Company (currently Gavin D.K. Hattersley) and one member of management approved by at least two-thirds of the authorized number of directors (currently vacant)
Class A-C Nominating Subcommittee(1): David S. Coors Peter H. Coors	Five director nominees to be elected by holders of Class A common stock and Special Class A voting stock, voting together as a class (Coors Directors) A majority must be independent
Class A-M Nominating Subcommittee(1): Andrew T. Molson Geoffrey E. Molson	Five director nominees to be elected by holders of Class A common stock and Special Class A voting stock voting together as a class (Molson Directors) A majority must be independent
(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.

As a result of our nomination process, we have added five highly-qualified directors since September 2019, which increased the number of female directors to three and the number of ethnically or racially diverse directors to two.

CANDIDATES RECOMMENDED BY STOCKHOLDERS

Pursuant to our Governance Guidelines, our Board will consider and evaluate a director candidate recommended by a stockholder in the same manner as candidates identified by other sources. Stockholders wishing to recommend a director candidate to serve on our Board may do so by providing advance written notice to us following the procedures set forth under Question 23 in the “Questions and Answers” section of this Proxy Statement. Any such recommendation must be accompanied by the information specified in Section 1.9.2 of our Bylaws.

DIRECTOR INDEPENDENCE

Although not required due to our “controlled company” status, a majority of the directors on our Board meet the NYSE Listing Standards definition of independence. In addition, our Restated Certificate of Incorporation contains provisions intended to ensure that at all times a majority of our directors are independent from our management. Specifically, our Restated Certificate of Incorporation defines an independent director as any director who is independent of management and is free from any interest and any business or other relationship (other than interests or relationships arising from ownership of shares of our stock) which could, or could reasonably be perceived to, materially interfere with the director’s ability to act in the best interests of our Company.

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The following director nominees are independent under the NYSE Listing Standards and our Restated Certificate of Incorporation:

The independence determination for the above continuing directors and nominee was made by our Board in a meeting held in February 2021.

BOARD COMMITTEES

Our Board currently has four separately-designated committees: the Audit Committee, the Compensation & HR Committee, the Finance Committee and the Governance Committee. In addition to the four current committees of our Board, our Board may from time to time establish additional committees.

As discussed on the previous page under “Nomination Process,” the Governance Committee also has two sub-committees, which are required under our Restated Certificate of Incorporation.

The following table identifies the current members of each of our committees of our Board and the number of meetings held by each committee during 2020. As a “controlled company,” we are not required to follow typical director independence requirements for certain of our committees; however, other than the members of the Governance Committee, which are prescribed by the terms of our Restated Certificate of Incorporation, each member of the other committees meets the definition of an independent director under the NYSE Listing Standards and our Restated Certificate of Incorporation.

Director Name	Audit	Compensation & HR	Finance	Governance
Julia M. Brown
David S. Coors					(1)
Peter H. Coors					(1)
Roger G. Eaton
Mary Lynn Ferguson-McHugh
Gavin D.K. Hattersley
Charles M. Herington
Andrew T. Molson					(2)
Geoffrey E. Molson					(2)
Iain J.G. Napier(3)
Nessa O’Sullivan
H. Sanford Riley
Douglas D. Tough
Louis Vachon
James “Sandy” A. Winnefeld, Jr.
Meetings Held in 2020	9	7	5	5
= Chair  = Member	(1) Member of the Class A-C Nominating Subcommittee. (2) Member of the Class A-M Nominating Subcommittee. (3) Mr. Napier was not re-nominated to stand for re-election to the Board, but he will remain on the Compensation & HR Committee and Finance Committee, in each case, through the Annual Meeting.

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Audit Committee

Primary Responsibility

Under the terms of its charter, our Audit Committee represents and assists our Board in overseeing:

the integrity of our financial reporting process and our financial statements;

our compliance with legal and regulatory requirements, and our ethics and compliance program, including our Code of Business Conduct;

our systems of internal control over financial reporting and disclosure controls and procedures;

our internal audit function;

the qualifications, engagement, compensation, independence and performance of our independent auditors, their conduct of the annual audit and their engagement for any lawful purposes;

our corporate responsibility, alcohol policy and sustainability efforts and related performance;

our risk management efforts; and

our cybersecurity program and related risk management.

Under its charter, our Audit Committee is also charged with:

preparing the report that is required by the SEC to be included in this Proxy Statement;

providing an avenue of communication among our independent auditors, financial and senior management, internal audit department, ethics and compliance managers and our Board;

appointing (subject, if applicable, to stockholder ratification), retaining, compensating, evaluating and terminating the independent auditors, including sole authority to approve all audit engagement fees and terms;

overseeing the work of the independent auditors, including resolution of disagreements between management and the independent auditors regarding financial reporting; and

subject to the requirements of our Bylaws, considering issues involving related person transactions, considering for approval any such related person transactions in accordance with our related person transaction policy, if practicable approving such transactions before they are entered into, and periodically reviewing ongoing related person transactions.

Together with management, internal audit, and our independent auditors, our Audit Committee reviews and discusses our policies and procedures regarding assessment and management of emerging and principal risks facing us, including those related to our tax and finance compliance activities, our technology, cybersecurity and information security, and sustainability, as applicable, including our major financial risk exposures, the ERM Program and the steps management has taken to monitor and control such exposures. In addition, our Audit Committee oversees our Insider Trading Policy (as defined herein), which includes our anti-pledging policy, in order to protect us against potential risks resulting from any pledging of our stock.

Furthermore, our Audit Committee reviews with management and our independent auditors:

accounting principles and financial statement presentations, including significant changes in the selection or application of accounting principles;

the adequacy of our internal controls; and

the effects of regulatory and accounting initiatives on our financial statements.

For more information on the Audit Committee’s role in risk oversight see the discussion under “Board’s Role in Risk Oversight” section beginning on page 28.

The Audit Committee Report is included on page 81.

Independence

Each member of our Audit Committee meets the applicable independence requirements of the NYSE Listing Standards, our Restated Certificate of Incorporation and Rule 10A-3 under the Exchange Act. Our Board has determined that all the members of the Audit Committee are financially literate pursuant to the NYSE Listing Standards. Our Board determined that Roger G. Eaton is an “audit committee financial expert” as defined under SEC regulations.

Compensation & HR Committee

Primary Responsibility

Under the terms of its charter, our Compensation & HR Committee has the responsibility for establishing and reviewing the overall compensation philosophy of our Company, and evaluating and approving compensation plans, programs and levels primarily applicable to our executive officers. Our Board approves the compensation of our CEO and our Chair and Vice Chair of our Board if such person is an NEO. Our Compensation & HR Committee also makes all decisions regarding the implementation and administration of our incentive compensation, equity compensation and other benefit plans and programs, and oversees certain aspects of our retirement plans.

The Committee also oversees key human resources initiatives, programs and processes, including:

talent retention and development, including leadership development;

talent pipeline and succession planning, including for the CEO, executive officers and certain other senior leaders;

programs and systems for performance management; and

our Company’s commitment to DEI.

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Our Compensation & HR Committee may form one or more subcommittees, each of which may take such actions as may be delegated by our Compensation & HR Committee. Our Compensation & HR Committee may delegate its authority, except to the extent prohibited or restricted by applicable law or regulation or by our Restated Certificate of Incorporation or Bylaws.

The details of the processes and procedures used for determining compensation of our executive officers are set forth in the “CD&A” section beginning on page 44.

Our Compensation & HR Committee Report is included on page 58.

Our Compensation & HR Committee retained as its independent compensation consultant Willis Towers Watson (Compensation Consultant or Willis Towers) to provide independent advice and assist in the development and evaluation of the Company’s 2020 executive and director compensation policies and programs. After considering various factors as required by applicable NYSE rules and its charter, our Compensation & HR Committee concluded there were no conflicts of interest with Willis Towers.

Independence

Each member meets the applicable independence requirements of the NYSE Listing Standards, our Restated Certificate of Incorporation and applicable federal laws and regulations. Each member also qualifies as a “Non-Employee Director” for purposes of Rule 16b-3 under the Exchange Act.

Finance Committee

Primary Responsibility

Under the terms of its charter, our Finance Committee assists our Board in fulfilling its responsibilities relating to the oversight of our financial affairs, including overseeing and reviewing our financial position and policies, and approval of our financing activities.

The Finance Committee’s responsibilities and duties include:

monitoring our financial, hedging and investment policies and strategies, as well as our tax strategies and legal entity structure;

monitoring our financial condition and our requirements for funds, including, with respect to acquisitions and divestitures;

monitoring investment performance and funding of our pension funds;

monitoring our debt portfolio, interest rate risk and expense management, credit facilities and liquidity;

subject to certain issuances requiring Board approval or delegated to the CEO and CFO, reviewing and approving the amounts, timing, types, issuances, incurrence and terms of: (i) debt facilities, indentures or other arrangements for our indebtedness; and (ii) liability management transactions including amendments, purchases and repayments prior to maturity related to our then outstanding debt securities;

monitoring relationships with credit rating agencies and the ratings given to us;

overseeing our financial risk management strategies, including foreign currency, interest rates, commodity and other derivatives;

periodically reviewing the results of our investment, derivative and hedging activities;

monitoring and approving our dividend and share repurchase policies and programs provided that: (i) any proposed dividends, where the amount of the dividend differs from the amount of a dividend approved by our Board for the preceding quarter; and (ii) any share repurchase program, shall require recommendation by our Finance Committee to our Board and final approval by our Board; and

subject to certain agreements requiring Board approval or delegated to the CEO and CFO, reviewing and approving the entry into agreements by us to purchase goods and services in the aggregate amount of greater than $250 million USD (or local currency equivalent) in one year or $500 million USD (or local currency equivalent) over the term of the agreement.

Independence

Each member meets the independence requirements of the NYSE Listing Standards and our Restated Certificate of Incorporation.

Governance Committee

Composition

Pursuant to our Restated Certificate of Incorporation, our Governance Committee, which is referred to therein as the Nominating Committee, is required to be made up of five directors: two directors who make up our Class A-C Nominating Subcommittee; two directors who make up our Class A-M Nominating Subcommittee; and one independent director, referred to herein as the Independent Governance Committee Member.

Primary Responsibility

Under the terms of the Governance Committee’s charter and our Restated Certificate of Incorporation, the responsibilities and duties of the Governance Committee and its Nominating Subcommittees include, among other things:

recommending to our Board up to three candidates for election by the holders of our Class B common stock and our Special Class B voting stock;

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nominating, directly or through its sub-committees, up to 12 candidates to stand for election by the holders of our Class A common stock and our Special Class A voting stock as further described in the “Nomination Process” section starting on page 30;

periodically evaluating and recommending criteria for selection of Board members to be adopted by the Governance Committee and our Board;

monitoring and overseeing the annual evaluation of our Board;

reviewing and preparing for approval by our Board, our annual operating plan and the annual budget for the activities and operations of our Board;

periodically evaluating and recommending for approval to our Board, the Board’s policies for retirement, resignation and retention of the directors;

recommending for approval by our Board, memberships and chairs of the other committees of our Board (aside from the Governance Committee);

identifying and recommending for approval by our Board, candidates for CEO of our Company;

assisting the Board in monitoring best practices, trends, developments and issues relating to our corporate governance practices and policies, in the context of our shareholder profile and “controlled company” status for NYSE and Toronto Stock Exchange (TSX) purposes;

overseeing our corporate and political action committee political contributions and receive annual reports overviewing our political activities, including an annual review of our Political Contributions Policy & Activity Report; and

reviewing and recommending for approval by our Board, changes to our Governance Guidelines.

Independence

As a “controlled company,” we are not required under applicable NYSE Listing Standards to have a nominating/corporate governance committee consisting entirely of directors who meet the independence requirements of the NYSE Listing Standards. Mr. H. Sanford Riley is independent under the NYSE Listing Standards and our Restated Certificate of Incorporation.

DIRECTORS’ ATTENDANCE

Our Board held seven meetings during 2020. All incumbent directors attended 75% or more of the aggregate meetings of our Board and the committees of our Board on which they served during 2020. The directors are encouraged to attend the Annual Meeting. All directors serving at the time attended the 2020 annual meeting of stockholders.

BOARD AND COMMITTEE SELF-ASSESSMENTS

Pursuant to the Governance Guidelines, our Board and its committees conduct annual self-assessments to evaluate the qualifications, experience, skills and balance of our Board and its committees and to ensure that they are working effectively. The corporate secretary’s office prepares and distributes anonymous self-assessment questionnaires to all directors, and the results of such questionnaires are discussed with our Board and Governance Committee in detail. In addition, the Independent Governance Committee Member periodically conducts one-on-one meetings with each member of our Board to receive additional feedback regarding director performance, Board and committee composition and effectiveness, and suggested areas of improvement.

EXECUTIVE SESSIONS OF NON-EMPLOYEE AND INDEPENDENT DIRECTORS

Our Board and each of our Board Committees generally hold executive sessions of its non-employee directors at each regularly scheduled meeting. In addition, the independent directors generally meet in executive sessions at each regularly scheduled Board meeting. Such executive sessions of independent directors are presided over by the Independent Governance Committee Member, as set forth in the Governance Guidelines.

Certain Governance Policies

HEDGING, PLEDGING AND SHORT SALE POLICIES

Under our global insider trading policy (Insider Trading Policy), directors, executive officers, including our NEOs, and other employees are prohibited from purchasing any financial instrument that is designed to hedge or offset any decrease in the market value of the individual’s securities holdings in our Company.

In addition, the Audit Committee adopted an enhanced anti-pledging policy, which is set forth in our Insider Trading Policy. The enhanced policy provides that directors, executive officers, including our NEOs, and other employees are prohibited from purchasing our securities on margin, borrowing against any account in which our securities are held or otherwise pledging securities as collateral for a loan, except they may pledge our securities as collateral for a loan (not including margin debt) with the prior approval of the: (i) CFO and (ii) Chief Legal Officer or Deputy Chief Legal Officer; provided further that proposed

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pledges by insiders (defined as a director or executive officer who is subject to Section 16 of the Exchange Act or any executive that is a direct report to the CEO) must also be approved by the Audit Committee as part of its risk oversight function prior to any such pledging.

Approval of such pledges may be granted only after considering the appropriate facts and circumstances, including the following factors:

the number of the pledged shares (including shares previously pledged) in relation to total number of shares outstanding and in relation to average daily trading volumes;

the total loan value versus the value of the pledged securities;

loan amount in relation to the average trading volume;

loan amount versus market capitalization;

the percentage of pledged shares versus the overall public float;

triggering events for any margin call;

whether pledged shares are collateral for other loans;

whether other collateral can be used to satisfy events of default;

potential impacts to us or our stock price in the event of a forced sale;

factors that mitigate the likelihood of a forced sale, such as the availability and commitment of alternative collateral, or other considerations unique to the pledging party;

circumstances giving rise to the proposed pledge, including historical nature of prior pledges;

potential conflicts of interest (actual or perceived);

whether the pledge undermines equity incentive compensation by potentially shielding the proposed pledgor from the effects of poor company performance;

timing and insider trading considerations;

ability of the covered party to make the pledging decision and/or whether the covered party has disclaimed beneficial ownership of the underlying pledged shares;

other protections or commitments made by the pledgor to us;

the aggregate amount of pledged shares outstanding at any given time by the pledgor and any other directors, executive officers and employees; and

any other factors deemed relevant by the approving body.

In reviewing and granting any approval, the approving body may seek advice from our professional advisors.

Details of outstanding pledges of our securities are included within footnotes (4) and (5) in the Beneficial Ownership section, which begins on page 82 of this Proxy Statement.

As part of its risk assessment and risk management oversight responsibilities, the Audit Committee has evaluated the outstanding pledges of our securities, both on an individual and in an aggregate basis, including the potential impacts to us and our stock price in the event of a forced sale and does not believe they are reasonably likely to have a material adverse effect on us. In addition, the Audit Committee has reviewed and approved our risk management plans in the event of a forced sale or other potential event of default under these pledging arrangements.

Our directors, executive officers, including our NEOs, and other employees are also prohibited from engaging in short sales related to our common stock and the exchangeable shares issued by Exchangeco.

CLAWBACK POLICY

We adopted an enhanced clawback policy (Clawback Policy) that applies to compensation paid in and after fiscal year 2015. Under the Clawback Policy, we will use reasonable efforts to recoup from our current and former executive officers and other employees designated by our Board or our Compensation & HR Committee any excess incentive-based compensation awarded as a result of an accounting restatement due to material noncompliance with financial reporting requirements under the U.S. federal securities laws regardless of whether such officers were at fault in the circumstances leading to the restatement.

POLITICAL CONTRIBUTION POLICY

In February 2021, the Governance Committee adopted an enhanced political contribution policy, which outlines the Company’s policies, procedures and philosophy regarding its political contributions and activities. The Political Contribution Policy (Political Policy) was adopted in response to feedback received from employees and as part of the Company’s ongoing stockholder engagement. The Political Policy sets forth the broad criteria that drive decisions regarding political contributions by employee-funded entities (e.g., federal PACs), corporate contributions where allowed by law, and other lobbying and advocacy efforts. It also outlines that the Company’s political spending will be aligned to a set of giving criteria that is focused on a pro-Company agenda which generally, but not exclusively, opposes increased beer taxes, restrictions on sales and marketing, and promotes marketplace transparency and industry innovation. It also clarifies that the Company’s political spending will not be influenced by the political preferences of any individual director, officer or employee. The Political Policy vests oversight responsibilities with the Governance Committee and places day-to-day management of the Company’s political activities with the Chief Legal Officer and Vice President — Government Affairs. The Political Policy also provides that Company employees are encouraged to legally participate in the political process and support candidates of their choice for political office.

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Stockholder Engagement

OUR PRACTICES

We believe it is essential to actively engage with our stockholders to discuss and receive feedback regarding matters of importance to them and emerging ESG trends, including changes to bolster best practices in corporate governance practices, the interplay between ESG and executive compensation and appropriate ESG frameworks and disclosure metrics. Accordingly, we are committed to the following practices to build and maintain relationships and trust with our stockholders:

conducting year-round engagement with non-affiliated stockholders, proxy advisory firms, and stock analysts to discuss and seek input on our corporate governance policies, our ESG and sustainability efforts, our compensation policies and practices and any other topics requested by the stockholders;

engaging at stockholders’ request to address questions and concerns regarding the Company;

providing stockholder feedback to the Board and committees on a regular basis; and

considering and reflecting stockholder feedback in our periodic review and update of policies and practices.

Our interactions with stockholders in 2020 and this year covered a broad range of environmental, social, governance, corporate social responsibility, sustainability, and executive compensation topics, including emerging trends around the interplay between ESG and executive compensation.

HOW WE RESPONDED

Based on feedback we received as a result of our engagement activities, we have made a number of enhancements to our corporate governance policies and disclosures. Below are a few examples of the changes made based on feedback from our non-affiliated stockholders:

In 2014, we amended our Restated Certificate of Incorporation to expand the non-binding advisory say on pay vote to include the Class B stockholders;

Since 2016, we have continued to update our sustainability disclosures (see page 26) to highlight the steps we have taken and continue to take to achieve Our Imprint 2025 strategy and our sustainability goals;

In 2017, we revised our Governance Guidelines to expand the various types of diversity that the Board considers in evaluating director nominees and board composition;

In 2018, we further revised our Governance Guidelines to require the Governance Committee to instruct any search firm requested to furnish a list of prospective director candidates to identify director candidates who would, in addition to bringing skills and experience to the Board, also add to gender, racial or ethnic diversity on the Board;

In 2019, the Audit Committee approved an enhanced anti-pledging policy as part of the Insider Trading Policy in response to stockholder and proxy advisor engagement;

In early 2020, the Company adopted a retirement age policy in which no person is eligible for nomination or election if such person has reached the age of 72 by the calendar year-end immediately preceding our next annual meeting;

In early 2021, the Company adopted a Political Contributions Policy in partial response to employee and stockholder engagement; and

Since September 2019, five new directors have been elected to the Board in partial response to ongoing dialogue with stockholders regarding board refreshment and the number of female directors has been increased to three and the number of ethnically or racially diverse directors has increased to two.

ACCESS TO OUR DIRECTORS

Stockholders and other interested parties may communicate directly with members of our Board as described in Question 22 in the “Question and Answers” section.

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Director Compensation

General

We use a combination of cash and stock-based compensation to ensure desired stability of our Board and to secure our ongoing ability to attract 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, the skill level required of our Board members, as well as the compensation of directors at our peer companies. Our overall director compensation philosophy is to target the median of our peer group (see page 49 for our peer group) for both cash and stock-based compensation.

2020 Compensation

For 2020, directors received an annual cash retainer and an annual equity grant in the form of restricted stock units (RSUs). All directors are reimbursed for any expenses incurred while attending our Board or any committee meetings and in connection with any other Company business. Board members also received tax reporting and filing assistance given the complexities created by having Board meetings across multiple countries and tax jurisdictions. Below is an annual schedule of fees for 2020, approved by the Board of Directors on May 21, 2020. Fees paid are prorated according to dates of service.

After a review of our peer group median reference points in 2020, the Compensation & HR Committee believes our director pay approximates the median of our peer group and thus recommended, and the Board approved, no changes to any elements of director compensation for 2020.

Under our Directors’ Stock Plan, non-Molson and non-Coors family directors may elect to receive 0%, 50% or 100% of their annual cash retainer in the form of either: (i) shares of Class B common stock; or (ii) deferred stock units (DSUs), with the balance in each case being paid in cash. Molson and Coors family directors receive their entire retainer and any Chair or Vice Chair retainer, as applicable, in cash. DSUs represent the right to receive shares of Class B common stock when the director’s service on our Board terminates. Upon departure from the Board, directors who have elected DSUs are paid a cash amount equal to the dividends that would have been paid during the vesting period had each DSU been an actual share of Class B common stock.

Mr. Hattersley, as our President and CEO, does not receive any compensation for his service on the Board. See the “Executive Compensation” section beginning on page 59 for Mr. Hattersley’s compensation as President and CEO of the Company.

Director Stock Ownership Requirements

In order to further align the interests of directors with the long-term interests of our stockholders, our Board has determined that, by the end of his or her fifth year as a director, each director should own stock or stock equivalents with a value equal to five times his or her annual retainer. All of our directors currently meet or are on track to meet this requirement. Shares owned directly by the director, as well as the value of DSUs and unvested RSUs, are included in calculating ownership levels.

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Director Compensation Table

The table below summarizes the compensation by our Company to directors for the year ended December 31, 2020.

FEES EARNED OR PAID IN CASH ELECTIONS

For 2020, the directors made the following elections under our Directors’ Stock Plan:

Retainer paid in 100% Cash: David S. Coors, Peter H. Coors, Peter J. Coors, Betty DeVita, Mary Lynn Ferguson-McHugh, Andrew T. Molson, Geoffrey E. Molson, H. Sanford Riley and Louis Vachon, James Winnefeld Jr.

Retainer paid in 50% DSUs and 50% Cash: Charles M. Herington, Iain J.G. Napier and Douglas D. Tough.

Retainer paid in 100% DSUs: Roger G. Eaton and Nessa O’Sullivan.

Retainer paid in 100% Shares of Class B Common Stock: Franklin W. Hobbs.

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STOCK AWARDS

On May 21, 2020, each director received an annual equity grant of 3,942 RSUs with a grant date fair value of $36.79 per unit and an aggregate grant date fair value of $145,026. 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 13 “Share-Based Payments” to our Company’s consolidated financial statements in the Annual Report. The RSUs cliff vest on May 21, 2023, 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.

Outstanding Equity Awards

The table below summarizes each director’s outstanding RSUs and DSUs as of December 31, 2020.

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Related Person Transactions

Approval of Related Person Transactions

Our Board has adopted a formal written policy for the review, approval and ratification of “related person” transactions. Under the policy, the Audit Committee is required to approve all related person transactions (except those transactions between us and affiliates or members of the Molson or Coors families, which require full Board of Director approval in accordance with our Bylaws) with an aggregate amount involved that will, or may be expected to, exceed $120,000. Other than salary and benefits to officers and employees in the ordinary course of business, any transaction between us and affiliates or members of the Molson or Coors families, regardless of the amount involved, requires Board approval under our Bylaws pursuant to the requirements set forth therein.

Under the policy, our directors, executive officers and beneficial owners of more than 5% of our Class A common stock, our Class B common stock, the Class A exchangeable shares, the Class B exchangeable shares or other voting securities (collectively, 5% beneficial owners) are expected to disclose the material facts of any transaction that could be potentially considered a “related person” transaction to our Company.

In determining whether to approve or ratify a transaction subject to the policy, the Audit Committee will review the relevant facts regarding the transaction including: (a) the extent of the related person’s interest in the transaction; (b) whether the transaction is on terms no less favorable than terms generally available to or from an unaffiliated third party under the same or similar circumstances; and (c) whether the related person transaction is consistent with the best interests of our Company and stockholders.

Each of the transactions and relationships set forth below were ratified and approved in the manner and to the extent required under our related party transaction policy or Bylaws, as applicable.

Certain Related Person Transactions

Eric H. Molson, the father of Andrew T. Molson and Geoffrey E. Molson, serves as a Director Emeritus. In connection with his role, he has the ability to recommend up to $325,000 per year in charitable contributions.

We have a contractual relationship with the Montréal Canadiens and Gestion evenko. Geoffrey E. Molson, a member of our Board, and Andrew T. Molson, our Chair, are affiliated with the general partner and one of the limited partners of CH Group Limited Partnership, the owner of the Montréal Canadiens, the Bell Centre, Spectra, Equipe and Gestion evenko. Geoffrey E. Molson is also the President and Chief Executive Officer of CH Group Limited Partnership. In 2020, we made payments totaling approximately CAD $3.3 million to the Montréal Canadiens in marketing, advertising, promotional endeavors and sponsorship rights in the ordinary course of business and the Montréal Canadiens or its affiliates made payments totaling approximately CAD $94,500 to us according to the terms of our agreements and purchased our products in the ordinary course of business. In 2020, we made payments totaling approximately CAD $60,000 to Gestion evenko in marketing, advertising and promotional endeavors in the ordinary course of business. The business relationships have been in place for many years and our Board has determined they are fair and reasonable and comparable to market conditions for similar business relationships.

In addition, in connection with the sale by one of our predecessor entities of its ownership interest in the Montréal Canadiens (the “Canadiens Transaction”), such predecessor agreed to assume the liability associated with the Montréal Canadiens Deferred Compensation Plan (MCDC) for the benefit of the Montréal Canadiens’ players and coaches. During 2020, we made annual pension payments of approximately CAD $112,000 under the MCDC.

We have an ongoing business relationship with RES PUBLICA and its subsidiary, NATIONAL Public Relations, for strategic public relations services. Geoffrey E. Molson and Andrew T. Molson are affiliated with RES PUBLICA. Andrew T. Molson is also a partner and the Chairman of RES PUBLICA, and Geoffrey E. Molson is a member of its board of directors. In 2020, we made payments to NATIONAL Public Relations totaling approximately CAD $127,000 for strategic public relations services, and we made no payments to RES PUBLICA. The business relationship has been in place for many years, and our Board has determined it is fair and reasonable and comparable to market conditions for similar business relationships.

From time to time, we employ members of the Coors and Molson families, which together own a controlling interest in our Class A shares of our Company. Hiring and placement decisions are made based upon merit and compensation packages that are offered commensurate with policies in place for all employees of Molson Coors. Peter J. Coors (son of Peter H. Coors and brother of David S. Coors), and David S. Coors (son of Peter H. Coors and brother of Peter J. Coors) are employed by the Company, each in non-executive positions and Peter H. Coors was employed by the Company in a non-executive position in 2019, but certain vested legacy pension and other benefits were settled during 2020. In 2020, director Peter J. Coors received compensation in the ordinary course of business of approximately $250,000, which included salary, bonus and equity awards. Our policies and procedures for review, approval and ratification of related person transactions did not require review, approval or ratification of Peter J. Coors’ compensation because it was limited to salary and benefits paid to an employee in the ordinary course of business. Please see the “Director Compensation” section beginning on page 37 for a description of Peter H. Coors’, David S. Coors’ and Peter J. Coors’ compensation as non-executive employees and in their respective roles as directors of our Company.

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Management

Executive Officers

The following persons hold the executive officer positions at Molson Coors as further described below as of the Record Date.

GAVIN D.K. HATTERSLEY
Age 58		President and CEO of Molson Coors since September 2019
		Business Experience: See page 17.

TRACEY I. JOUBERT
Age 54		CFO of Molson Coors since November 2016 Business Experience:
		Prior to her current role, Ms. Joubert served as the Chief Financial Officer and Executive Vice President of MillerCoors from 2012 to November 2016. Prior to entering that role in 2012, Ms. Joubert served as Vice President of Finance, Planning & Analysis and Controller since the formation of MillerCoors in 2008. Before joining MillerCoors, she served as Director of Finance and Group Services at Miller Brewing Company. She began her career in beer with SAB Limited in Johannesburg, South Africa, where she served as Financial Manager of technical accounting and Financial Manager of finance services. Prior to joining SAB Limited, she was Financial Manager at Barloworld, Ltd and articled at KPMG South Africa. In November 2017, Ms. Joubert was appointed to the board of directors of Cooper Tire & Rubber Company (NYSE: CTB), a publicly-traded manufacturer and marketer of replacement tires. She also serves on the Board of Trustees for the Boys and Girls Clubs of Milwaukee.
		Education:
		Ms. Joubert holds bachelor’s degrees in commerce and accounting from the University of Witwatersrand in South Africa. She passed the Public Accountants and Auditors Board exams in 1989.

SIMON J. COX
Age 53		President and Chief Executive Officer of Molson Coors Europe since January 2015 Business Experience:
		Prior to his current role, Mr. Cox served as Managing Director for Molson Coors UK from September 2012 until December 2014. He joined Molson Coors in 2005 as Director of Supply Chain Strategy based in U.K. and developed increasing responsibility through senior positions as Strategy Director and Managing Director-Independent On-Premise. Before joining Molson Coors, Mr. Cox held a number of senior leadership positions within Carlsberg, a global brewer.
		Education:
		Mr. Cox holds a degree in Biochemistry from Manchester University.

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PETER MARINO
Age 48		President, Emerging Growth since November 2019 Business Experience:
		Prior to his current role, Mr. Marino served as President of Tenth & Blake, our U.S. craft beer division, from September 2017 to October 2019. He served as Chief Public Affairs and Communications Officer for MillerCoors from September 2014 to September 2017, overseeing all communications, corporate, community and government affairs for MillerCoors. Mr. Marino joined MillerCoors in August 2012.
		Education:
		Mr. Marino holds a Masters of Business Administration degree from the Anderson School at the University of California — Los Angeles and a bachelor’s degree in journalism from the University of Wisconsin — Madison.

E. LEE REICHERT
Age 54		Chief Legal and Government Affairs Officer of Molson Coors since February 2018; and Secretary of Molson Coors since 2016 Business Experience:
		Prior to his current role, Mr. Reichert served as Deputy Chief Legal Officer of Molson Coors from 2012 to 2018 and as Chief Legal Officer of Molson Coors International from 2011 to 2017. Prior to joining Molson Coors, he was a partner at Lathrop & Gage, where he served on the firm’s Executive Committee. He is an elected member of the American Law Institute.
		Education:
		Mr. Reichert holds a J.D. from University of Illinois College of Law and a bachelor’s degree from Colgate University.

MICHELLE ST. JACQUES
Age 43		Chief Marketing Officer since November 2019 Business Experience:
		Prior to her current role, Ms. St. Jacques served as Chief Marketing Officer of MillerCoors from February 2019 until November 2019. From 2015 to January 2019, Ms. St. Jacques served as Senior Vice President and Head of Global Brand & Marketing Capabilities for Kraft Heinz Company, in addition to a number of other roles with the company. Prior to the 2015 merger of Kraft and Heinz, she served as Vice President of Heinz Brand for H. J. Heinz Company from 2014 to 2015.
		Education:
		Ms. St. Jacques holds a bachelor’s degree of Business Administration from the University of Michigan.

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Proposal Snapshot

What am I voting on?

Stockholders are being asked to approve, on an advisory basis, the compensation of our NEOs.

Voting Recommendation:

Our Board recommends a vote FOR the advisory vote to approve the compensation of our NEOs.

In accordance with Section 14A of the Exchange Act, the Class A Holders and the Class B Holders, voting together as a single class, are entitled to cast a vote to approve the compensation of our NEOs as described in the “Compensation Discussion and Analysis” section beginning on page 44 and the “Executive Compensation” section beginning on page 59. This proposal is also referred to as the say-on-pay vote. We have held a say-on-pay vote at each year’s annual meeting since 2013, and based on the 2017 advisory vote regarding the frequency of say-on-pay votes, our Board has determined to hold an advisory vote on named executive officer compensation every year until the next required advisory vote on the frequency of such votes or until the Board otherwise determines that a different frequency for such advisory votes is in the best interests of our stockholders.

In deciding how to vote on this proposal, we encourage you to read the “Compensation Discussion and Analysis” and “Executive Compensation” sections of this Proxy Statement. As described in more detail in those sections, we believe our compensation programs emphasize performance and accountability while maintaining alignment with medium- and long-term stockholder interests.

We are asking our stockholders to approve the following advisory resolution at the Annual Meeting:

“RESOLVED, that the stockholders approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the executive compensation tables and the related narrative discussion.”

Because your vote is advisory, it will not be binding upon our Board. However, our Board values our stockholders’ opinion and the Compensation & HR Committee will take into account the outcome of the vote when considering future executive compensation arrangements.

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Compensation Discussion and Analysis (CD&A)

Introduction

Our CD&A describes our executive compensation programs in the context of how we have performed and how the Compensation & HR Committee considers that performance in governing our executive pay practices. This discussion focuses on the compensation programs provided to our NEOs, who for 2020 were:

The decisions described in this CD&A were made in the normal course in early 2020. There were no mid-cycle adjustments to incentive plan performance or targets made to account for the impact of the coronavirus pandemic.

Executive Summary

LINKING COMPENSATION TO STRATEGY

Our business strategy drives our compensation philosophy and the choices we make as a business. Our primary focus is our First Choice for our people, consumers and customers strategy and delivering against the revitalization plan announced in October 2019, which focuses on five pillars: (i) building on the strength of our iconic core brands, (ii) aggressively growing our above premium portfolio, (iii) expanding beyond the beer aisle, (iv) investing in our capabilities, and (v) supporting our people and communities.

Our business strategy involves delivering against our revitalization plan and using a balanced focus on both the bottom and top-lines, and is supported by our MCIP that incorporates two bottom-line metrics and two top-line metrics, with each weighted 25%. The bottom-line metrics are Adjusted Underlying Pretax Income and Adjusted Underlying FCF, and the top-line metrics are Adjusted NSR and Adjusted NSR / HL. The combination of these four metrics incentivizes our executive team to focus every day on earning more, using less and investing wisely.

Capital allocation within our business continues to be guided by PACC, which helps us grow shareholder value over the medium to long-term. To maintain a disciplined, consistent approach with PACC across the business, we include PACC as a metric in our LTIP for our PSUs along with Relative TSR, which further aligns our PSU design to stockholders.

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Business Goal	Performance Measures(1)	Drivers
Earn More	Adjusted Underlying Pretax Income, Adjusted Underlying FCF, Adjusted NSR, Adjusted NSR / HL, PACC & Relative TSR	Build extraordinary brands Strengthen customer excellence Drive disruptive growth
Use Less	Adjusted Underlying Pretax Income, Adjusted Underlying FCF, PACC & Relative TSR	Drive synergies and cost savings Increase productivity Increase efficiency of spend
Invest Wisely	Adjusted Underlying Pretax Income, Adjusted Underlying FCF, PACC & Relative TSR	Brand led growth opportunities Strengthen balance sheet
(1) Our MCIP included metrics for Adjusted Underlying Pretax Income and Adjusted Underlying FCF, as well as Adjusted NSR and Adjusted NSR / HL. See the discussion beginning on page 51 for further details on the MCIP and our executives’ performance. Our 2018-2020 PSUs used PACC modified by Relative TSR as performance metrics. See discussion beginning on page 53 for further details on the LTIP. See page 54 for the definition of PACC and beginning on page 56 for details on PACC performance. Performance measures, with the exception of Relative TSR, are adjusted and non-GAAP as defined on pages 52 and 54.

LINKING COMPENSATION TO PERFORMANCE

In 2020, we achieved the following Enterprise MCIP results:

Significantly above target results for our Adjusted Underlying FCF metric, which allowed us to continue to deleverage and meet our debt commitments, notwithstanding the unprecedented circumstances resulting from the coronavirus pandemic;

Slightly above target results for Adjusted NSR / HL, which reflects, in part, our continued focus on premiumizing our portfolio;

Below target performance on Adjusted NSR overall, with trend improvements in the U.S. more than offset by declines elsewhere driven primarily by the unprecedented circumstances resulting from the coronavirus pandemic; and

Slightly above target performance on Adjusted Underlying Pretax Income, primarily due to underperformance in Net Sales.

These results produced an overall Enterprise MCIP payout at 63% of target. In addition, the North America MCIP payout was at 145% of target and there was no Europe MCIP payout.

Capital Allocation within our business continues to be guided by our PACC model, and our 2018 to 2020 PSUs used PACC as the primary measure, with Relative TSR as a secondary measure. Our PACC performance did not meet the pre-established performance targets for the period. Therefore, the PSUs for this period did not pay out according to their terms, and none of the value reported in the summary compensation table for 2018 for PSUs was realized.

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2020 CEO Realizable Pay Versus Adjusted Underlying Performance

As mentioned above, variable incentive metric performance was mixed for MCIP and LTIP-PSUs in 2020. The overall Enterprise MCIP for 2020 paid out at 63% of target, and the 2018 to 2020 PSU awards did not vest at all. Further, stock price declines during the performance period reduced the value of RSUs and stock options at year-end compared to the grant date value.

Realizable pay for Mr. Hattersley for 2020 was $6.2 million against a target value of $7.25 million — or approximately 86% of target — primarily due to the price of our stock, which declined by 16% during the period. Realizable pay for this comparison includes base salary, actual non-equity incentive plan payments, intrinsic value for stock options granted in 2020, RSUs granted in 2020 valued at the stock price of December 31, 2020 and PSUs granted in 2020 assuming target-level PSU performance, valued at the stock price of December 31, 2020.

The year 2020 was unlike any other in our Company’s long history from the unimaginable tragedy at our Milwaukee Brewery in February to a global pandemic that had not been seen in about 100 years. However, despite significant headwinds and continued volume declines, we grew net sales revenue per hectoliter and improved our mix, delivered strong operating cash flow and cost savings, significantly reduced our debt and made great progress in advancing the objectives of our revitalization plan. Considering the above factors, the Compensation & HR Committee found the resulting CEO realizable pay to be aligned with our performance for the year.

Values related to performance incentive metrics shown in the chart above are reflective of final incentive plan results, and for MCIP incentive metrics are adjusted for the impact currency exchange rate fluctuations have on the calculations throughout the year and some unplanned items. The definitions of Adjusted Underlying Pretax Income and Adjusted Underlying FCF, as well as Adjusted NSR and Adjusted NSR / HL as shown in this chart can be found in the “Components of Executive Compensation and 2020 Executive Pay Program Outcomes — Annual Incentives (MCIP)” section beginning on page 51. PACC and Relative TSR definitions and calculations can be found in the “PSUs or Performance Equity” section beginning on page 54.

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CEO PAY ACTIONS

Below is a summary of the key components of our CEOs’ compensation and how it was impacted by our Company’s performance.

Component of Pay	Compensation Outcomes
Base Salary	Mr. Hattersley was appointed CEO in late September 2019, at which time the Compensation & HR Committee and Board increased his base salary to $1,100,000, which they believe is reflective of peer group practices for the role and Mr. Hattersley’s experience. Mr. Hattersley did not receive an increase to his salary in 2020.
Annual Incentive (MCIP)	Upon his appointment as CEO of the Company, the Compensation & HR Committee and Board set Mr. Hattersley’s target MCIP at 150% of his base salary, again as reflective of peer group practices and Mr. Hattersley’s experience. Based on actual performance in 2020, Mr. Hattersley’s incentive payout was $1,039,500 — 63% of his target annual incentive for 2020.
Long-Term Incentives (LTIP)	Mr. Hattersley received a target-level award of $4.5 million in March 2020 as part of our annual LTIP award cycle, divided among PSUs (50% by grant date value), RSUs (30%) and options (20%). The $4.5 million level of Mr. Hattersley’s annual LTIP target as CEO was reflective of peer group practices for the role and Mr. Hattersley’s experience.

EXECUTIVE COMPENSATION GOVERNANCE BEST PRACTICES CHECKLIST

Executive Compensation Philosophy

Our executive compensation philosophy establishes principles that enable us to attract and retain the leaders who will effectively develop and execute our business strategy, including the diversity, equity and inclusion principles discussed on page 25. The Compensation & HR Committee reviews these principles regularly to ensure that they support our strategic objectives. Incentive plan metrics are reviewed against Board approved business and financial plans. Our objective is for our executive compensation programs to support our business and talent needs while being competitive in an ever-changing marketplace. In setting compensation levels, we use the following principles:

Pay for Performance Compensation Mix;

Market Competitiveness; and

Compensation Element Purpose.

PAY FOR PERFORMANCE COMPENSATION MIX

We pay for performance. The percentage of at-risk performance-based pay increases with the level of responsibility and contribution to our Company. Consistent with our pay philosophy and in line with the compensation structure at our peer companies, our NEOs’ annual target total direct compensation, consisting of base salary, target annual incentive and target long-term incentive (TDC), is structured so that approximately 85% of the CEO’s compensation and approximately 75% of the other NEOs’ compensation consists of annual and long-term compensation that is at-risk and varies with financial and stock price / TSR performance.

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2020 Target Compensation Mix

Combined, our short-term and long-term incentives are designed to drive and reward strong performance by the Company, our business units and our people. Our mix of fixed and variable compensation motivates both short-term performance toward designated financial objectives and longer-term strategic performance, both of which drive value to our stockholders.

MARKET COMPETITIVENESS

We have one global philosophy and process for setting base salaries, annual incentive opportunities and equity grant values for our NEOs and other top executives. Generally, we set benefits and perquisites on the basis of the home country practice and applicable law.

Each year, the Compensation & HR Committee reviews the competitiveness of our compensation program and individual elements. For 2020, the Compensation & HR Committee used a peer group of 19 companies and survey data from other consumer products industry companies to assess the competitive levels for each element of the NEOs’ compensation (base salary, annual incentive and long-term incentives) and, when appropriate, perquisites and executive benefits.

The Compensation & HR Committee, in consultation with the independent Compensation Consultant, selected the 2020 peer group so that our annual revenue would fall near the median of the peer group’s annual revenue. The Compensation & HR Committee also selected the peer group based on consideration of the following similarities:

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Our 2020 peer group consisted of the following companies:

COMPENSATION ELEMENT PURPOSE

The table below describes the purpose of each element of our pay program and what peer group reference point is included when the Compensation & HR Committee reviews our compensation programs. While the “Peer Group Reference Point” below illustrates the pay level the Compensation & HR Committee considers from our peer group when compensation decisions are made, the Compensation & HR Committee does not fix pay to peer group benchmarks; rather they are only one component in the Compensation & HR Committee’s decision-making around executive compensation. Additionally, the Compensation & HR Committee considers executive experience and performance, business and industry challenges and macroeconomic factors.

We also maintain robust talent management programs, which allow for succession vertically, laterally and internationally across our business.

Element of Compensation	Purpose	Peer Group Reference Point
Base Salary — Fixed Pay	Fixed dollar amount which provides a competitive level of fixed compensation	Generally, median of peer group
Annual Incentive Awards — Pay for Performance	Provides annual variable pay opportunities to reward achievement of short-term Company goals that also drive sustainable long-term value creation	Generally, median of peer group Actual payouts are determined by performance
Long-Term Incentive Awards — Pay for Performance	Provides long-term, stock-based variable pay opportunities to reward achievement of long-term Company goals Aligns executive compensation with stockholder outcomes Provides retention value	Generally, median of peer group Actual payouts determined by performance

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Oversight of Executive Compensation Programs

To ensure consistent application of our philosophy described above, we draw on the perspectives of different groups in setting objectives, reviewing performance and determining compensation for our executive officers, including our NEOs, as set forth in the following table:

ROLES AND RESPONSIBILITIES

Board (Majority Independent)	Sets annual operating plan and long-range (three-year) plan, including Adjusted Underlying Pretax Income and Adjusted Underlying FCF, as well as Adjusted NSR and Adjusted NSR / HL. These plans lay the foundation for our compensation programs; Reviews the CEO’s performance measured against the above metrics and the manner in which he motivated the team to achieve them; and For the CEO, sets base pay, annual incentive target (and approval of any bonus payout) and LTIP targets (and approves any grants) after reviewing recommendations from the Compensation & HR Committee.
Compensation & HR Committee (100% Independent)	Sets compensation for the NEOs, other than the CEO, after reviewing recommendations from the CEO; Reviews data, business objectives and goals as established in coordination with our Board, and assesses achievement and recommends compensation for the CEO for approval by our Board; Following our Board’s establishment of business goals and objectives, sets performance measures and payout ranges for MCIP and LTIP metrics; and Certifies levels of attainment of the Company and business unit performance and reviews the NEOs’ (other than the CEO) performance based on the evaluations presented by the CEO.
Compensation Consultant (Independent)	Reports directly to the Compensation & HR Committee; Assists in developing recommendations for executive compensation, including all the NEOs; and Based on input and guidance from the Compensation & HR Committee, the CEO and Chief People and Diversity Officer, develops and provides information and recommendations for use by the Compensation & HR Committee in reviewing and adjusting our global compensation philosophy, including: – peer group and industry data; – assessments of pay competitiveness for executive officers; and – methodologies for implementation of compensation elements and relative pay and performance alignment.
CEO	Recommends individual performance goals for the other NEOs and guides the achievement of those goals; Evaluates each of the other NEO’s performance on the basis of personal goals set for the year and a self-assessment completed by the NEO; Recommends salaries and MCIP and LTIP awards for the other NEOs, based on his assessments; and Reviews trend information and reports prepared by the Compensation Consultant regarding the competitiveness and effectiveness of our compensation policies, programs and pay levels in order to make recommendations to the Compensation & HR Committee.
Chief People and Diversity Officer (North America)	Reviews trend information and reports prepared by the Compensation Consultant regarding the competitiveness and effectiveness of our compensation policies, programs and pay levels in order to make recommendations to the Compensation & HR Committee; and Recommends changes regarding adjustments to our executive compensation programs to the CEO and the Compensation & HR Committee.

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Components of Executive Compensation and 2020 Executive Pay Outcomes

Following is a summary of the key elements of our executive compensation program:

BASE SALARY

We use base salary as a level of fixed compensation that is meant to be competitive with our peers. Base salary is reviewed annually by the Compensation & HR Committee and adjusted based on considerations such as positioning vs. our peer group, experience and performance in role, as well as scope of responsibilities.

For 2020, the Compensation & HR Committee approved the following NEO salaries and adjustments, other than for Mr. Hattersley whose salary was approved by our Board after recommendation by the Compensation & HR Committee upon appointment to the role of Company CEO in September 2019.

Due to the revitalization plan directed by Mr. Hattersley in the third quarter of 2019 upon his appointment as CEO, certain employees including Ms. St. Jacques and Messrs. Hattersley, Cox and Reichert received salary adjustments to reflect their updated roles in the new structure effective in late 2019 and were not eligible for merit adjustments in 2020 as would normally be considered. Ms. Joubert received no such adjustment within the revitalization plan and therefore was eligible for, and received, a merit adjustment in 2020.

ANNUAL INCENTIVES (MCIP)

We refer to our annual incentive program as MCIP, which is administered under our Incentive Compensation Plan. MCIP provides variable pay opportunity for short-term performance, which is consistent with peer companies’ practices and rewards participants for achievement against short-term objectives that can have a long-term impact on our Company’s performance.

Our MCIP rewards many employees, including the NEOs, for performance against pre-established annual performance goals at the Company, business unit and individual levels. MCIP performance for our CEO is based entirely on the achievement of Company goals. For other NEOs, individual goals measure performance against specific job initiatives and carry a 25% weight of total MCIP target. For 2020, individual goals for NEOs were consistent with the revitalization plan, which included, but are not limited to, shifting the culture of the Company, achieving financial goals, and improving the representation of above premium and global brands in our portfolio. The opportunity for payment against individual goals is fully conditional upon receiving a payout based on the results of the Company and/or applicable business unit. If the Company and/or business unit component does not pay out due to below threshold performance, the individual component does not pay out either. The Compensation & HR Committee maintains discretion and control over MCIP award payout, gauging reasonableness of final award payouts against performance.

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The 2020 MCIP awards were based on the following metrics:

2020 ANNUAL INCENTIVE (MCIP) RESULTS

Below are the threshold, target and maximum levels of achievement at the Enterprise, North America and Europe levels for 2020 and corresponding adjusted underlying results.

2020 MCIP ADJUSTED UNDERLYING RESULTS⁽¹⁾

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The following table summarizes the calculation of final 2020 MCIP awards for our NEOs after review by the Compensation & HR Committee (and our Board in the case of Mr. Hattersley) based on the payout percentages noted above. The individual goal multiplier for each NEO (with the exception of the CEO) is recommended by the CEO to and then approved by the Compensation & HR Committee, based on a 2020 performance assessment against individual goals. The “Grants of Plan Based Awards” table on page 61 provides information on each NEO’s threshold, target and maximum MCIP award.

LONG-TERM INCENTIVES (LTIP)

We use our LTIP to provide variable pay compensation in the form of equity that rewards executives when we achieve long-term results that align with our stockholders’ interests.

Under our LTIP, we grant executives three types of awards, which are administered under the Incentive Compensation Plan: PSUs, RSUs and stock options. Each NEO is awarded an aggregate LTIP value, which is allocated among the three types of awards. For 2020, we continued with our 2019 mix of awards (see table below) to provide a balance of performance- and retention-based compensation to support our long-term strategy. This mix of awards is designed to tie executive compensation to TSR, balance performance focus with retention value, and mitigate the risk of over-focus on a single metric.

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. The number of stock options is determined by dividing the target value of the award by the Black-Scholes value of the award on that date. The number of PSUs, RSUs and stock options granted to each NEO in 2020 is detailed in the “Grants of Plan Based Awards” table beginning on page 61.

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The target value of the LTIP awards granted to the NEOs in 2020 is shown below.

The key components of our LTIP are summarized below:

PSUs or Performance Equity

PSUs reward executives, including the NEOs, for our achievements on TSR relative to the companies of the S&P Consumer Staples Index, PACC and cumulative three-year net sales revenue.

PSUs are granted annually, which keeps focus on the applicable performance metrics. Annual grants (as opposed to end-to-end three-year grants) also provide less opportunity for the performance metrics to become misaligned with the strategic direction and objectives of our Company.

The performance metrics for the 2020 to 2022 PSUs are consistent with the 2019 grant and include Relative TSR (against the companies of the S&P Consumer Staples Index) at 50% weight, PACC at 25% weight, and Cumulative NSR at 25% weight.

Metric	Definition
Relative TSR	Stock price appreciation plus (+) dividends paid during the performance period, divided ( / ) by starting stock price and compared relative to the same measure for companies in the S&P Consumer Staples Index
PACC – Operating Profits   – Capital Charge	Operating Profits minus (-) Capital Charge Underlying earnings before taxes multiplied (x) by 1 minus (-) our underlying effective tax rate plus (+) underlying interest expense plus (+) underlying depreciation and amortization Underlying net operating assets(1) multiplied (x) by our weighted average cost of capital (WACC)(2)
Cumulative NSR	Total combined net sales revenue for January 1, 2020 through December 31, 2022
(1) “Underlying net operating assets” means the Company’s 13 point average net operating asset balance used to calculate the capital charge. It includes current assets; net property, plant & equipment; equity investment based upon the Company’s ownership interest in a joint venture; current liabilities; and other assets/liabilities. It excludes goodwill and intangible assets; deferred tax assets and liabilities; current and long-term debt; and long-term pension and other post-retirement benefits. It is also adjusted to exclude the impact of special or non-core items on net operating assets to the extent the impact of the individual event requiring Special or non-core treatment exceeds $50 million balance sheet impact. (2) WACC is a fixed rate for any given award and is not subject to management adjustments. It takes into account the return required by stockholders and creditors to fund the Company on a long-term basis.

PACC is an annual calculation, and PSU PACC targets and actual results are based on a 3-year cumulative calculation.

The final award amount, upon vesting, is adjusted upwards or downwards from the target amount based on final performance relative to the applicable metrics, subject to threshold and maximum limits (including maximum amounts approved by the Compensation & HR Committee for each NEO in connection with the grant of PSUs). At maximum performance, PSUs vest at 200% of the target number of shares.

In order to achieve a 200% maximum payout for the 2020 to 2022 PSU awards, our Company must exceed its PACC target by more than $656 million, exceed its Cumulative NSR target by more than $1,286 million and achieve a Relative TSR ranking of at least the 75^th percentile. To achieve a minimum payout (beginning at 0% of the target award), our Company must achieve: PACC within $656 million of target, Cumulative NSR within $1,286 million of target, and Relative TSR at or above the 25^th percentile. Any result below the 25^th percentile for Relative TSR results in no payout of the PSUs on any of the metrics. Additionally, if the Company’s absolute TSR is negative, payout on the Relative TSR metric is capped at the Target payout. We believe the target level of the metrics are challenging, but achievable with good performance, whereas the maximum performance levels represent a significant stretch goal.

To the extent earned, PSUs are settled on the third anniversary of the date of grant, subject to continuing employment.

Earned PSUs can be settled in cash or shares of our Class B common stock, or partly in cash and partly in shares, at the discretion of the Compensation & HR Committee. Historically, performance awards have been settled nearly exclusively in shares.

PSUs vest on a pro-rata basis in the event of retirement, death or disability, and are paid out following the performance period based on actual results. Upon a change in control, performance is calculated at 120% of target for PSUs granted prior to 2020 and 100% of target for PSUs granted starting in 2020. For any other termination of employment before the end of the performance period PSUs are forfeited.

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Dividend equivalents are accrued on PSUs granted starting in 2020. Dividend equivalents accumulate on unvested PSUs from grant date to vesting date to the same extent dividends are paid on Class B shares and are paid out in cash at vesting subject to the same performance multiplier as PSUs. No additional dividends accrued for the 2020 PSUs following our Board’s suspension of our regular quarterly dividends on our Class A and Class B common and exchangeable shares in May 2020 in response to the global economic uncertainty created by the coronavirus pandemic.

RSUs

Providing part of the annual LTIP award in the form of RSUs significantly strengthens the retention value of our LTIP by providing a full value component to balance stock options and PSUs.

RSUs vest 100% on the third anniversary of the date of grant, subject to continuing employment.

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

Dividend equivalents are accrued on RSUs granted starting in 2020. Dividend equivalents accumulate on unvested RSUs from grant date to vesting date to the same extent dividends are paid on Class B shares and are paid out in cash at vesting. No additional dividends accrued for the 2020 RSUs following our Board’s suspension of our regular quarterly dividends on our Class A and Class B common and exchangeable shares in May 2020 in response to the global economic uncertainty created by the coronavirus pandemic.

A pro-rata portion of the outstanding unvested RSUs will vest in the event of termination of employment due to retirement, death or disability. In the event of a change in control, all unvested RSUs will vest, except to the extent that a replacement award is provided. For any other termination of employment before the end of the vesting period, RSUs are forfeited.

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 from the grant date to some point in time after the vesting date.

The ten-year term of our stock options provides an effective retention tool over the longer term because they retain potential value for executives even in the face of a prolonged downturn in the equity markets. This provides balance to PSU grants, which may lose all value if we miss the threshold performance criteria for the awards.

The number of stock options is determined at the date of grant by dividing the target value of the award by the Black-Scholes value of the award on that date and rounded up to the next whole share.

Upon retirement, unvested stock options vest. In the event of termination 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 that a substitute award is provided.

LONG-TERM INCENTIVE (LTIP) RESULTS

2018 to 2020 PSU Payout Results

Our 2018 PSU award with adjusted PACC modified by Relative TSR as the performance metrics, had a scheduled vesting date of March 6, 2021 (where the 3-year performance period ended December 31, 2020) but achieved a 0% payout based on performance. The first chart below shows the full award performance matrix, and the subsequent charts show a breakout by component of how the Compensation & HR Committee determined final results. Points between results in the below charts are interpolated on a linear basis.

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PACC Performance

The 3-year cumulative adjusted PACC result was $1,355 million vs. a target of $2,095 million. The result was 65% of the target and thus resulted in a 0% PACC multiplier and no overall payout.