UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.     )

Filed by the Registrant

Filed by a Party other than the Registrant

Check the appropriate box:
	Preliminary Proxy Statement
	Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(E)(2))
	Definitive Proxy Statement
	Definitive Additional Materials
	Soliciting Material under §240.14a-12

MOLSON COORS BEVERAGE COMPANY

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):
	No fee required.
	Fee paid previously with preliminary materials.
	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Peter H. Coors Chair

Andrew T. Molson Vice Chair

P.O. Box 4030 NH353 Golden, Colorado 80401 USA   111 Robert Bourassa Blvd. 9th Floor Montréal, Québec H3C 2M1 Canada

Dear Fellow Molson Coors Beverage Company Stockholders,

You are invited to attend our 2022 Annual Meeting of Stockholders (Annual Meeting), which will be held on Wednesday, May 18, 2022, at 11:00 a.m., Mountain Daylight Time, at our Golden Brewery, 13th Street & Ford Street, Golden, Colorado 80401. Molson Coors Beverage Company (Molson Coors, Company, we, us or our) traditionally alternates its annual meetings between its two principal executive offices in Montréal, Québec, and Golden, Colorado. However, for the past two years, the Annual Meeting was held entirely online live via audio webcast due to the public health impact of the coronavirus outbreak (COVID-19). This year, we are pleased to return to an in-person meeting in Golden, Colorado, the home of the original Coors brewery.

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

We will also review our progress during the past year and discuss any new business matters properly brought before the Annual Meeting. The attached 2022 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.

As the coronavirus pandemic and the public health response to it continue to evolve, we may impose additional procedures or limitations on Annual Meeting attendees or may decide to hold the Annual Meeting in a different location or solely by means of remote communication (i.e., a virtual-only Annual Meeting). We will issue a press release and make a public filing with the Securities and Exchange Commission announcing any changes to the Annual Meeting, and we will also announce any changes at www.molsoncoors.com. We encourage you to check this website prior to the Annual Meeting if you are considering attending the Annual Meeting. Most of all, we urge all of our stockholders to consider carefully the risks inherent in travel and in attending public gatherings such as the Annual Meeting in the continuing coronavirus pandemic before making any decision to attend in person.

IMPORTANT: If you are planning to attend the Annual Meeting, measures that we intend to follow as a result of the coronavirus pandemic include requiring proof of COVID-19 vaccination or a negative COVID-19 test result within 72 hours prior to the Annual Meeting, and may also include:

Introduction

2021 was a year of tremendous progress against our revitalization plan. It’s been approximately two and a half years since we laid out our revitalization plan with its goal of long-term sustainable top and bottom-line growth. In 2021, we saw clear evidence of driving toward that goal. We achieved the first year of net sales growth in over a decade as we continued to premiumize our product portfolio. We delivered strong free cash flow that enabled us to reduce our reported net debt to EBITDA ratio to its lowest level in five years and reduced our net debt by $0.9 billion since December 31, 2020. In addition, after suspending our dividend in 2020, we resumed our practice of paying a quarterly cash dividend. We accomplished all of this despite numerous challenges that impacted our business - from global inflationary and supply chain pressures and the impact of the coronavirus pandemic and its variants, to severe Texas storms and a cyber security attack on our Company. Through it all, we remained nimble and steadfast in executing our strategic plan. These efforts have laid a strong foundation for future growth and have given us confidence to establish guidance for both top and bottom-line growth in 2022, results our Company has not achieved in over a decade. We are proud of our accomplishments and excited about the road ahead.

2021 Company Performance⁽¹⁾

As described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (Annual Report) filed with the Securities and Exchange Commission on February 23, 2022⁽²⁾, in 2021 net sales increased 6.5% and we recorded net income attributable to Molson Coors Beverage Company of $1.0 billion.

Our top-line performance benefited from 3.8% growth in net sales per hectoliter on a brand volume basis in constant currency due to global net pricing growth and favorable sales mix as we continued to premiumize our portfolio, offsetting financial volume losses which were due to the economy stock-keeping units (SKUs) rationalization program. We delivered strong operating cash flow and cost savings while continuing to invest behind our key brands and innovations, meaningfully reduced our net debt by $0.9 billion, and returned cash to shareholders by resuming a quarterly dividend in the second half of the year.

This performance was achieved despite macro and Company-specific challenges that impacted our 2021 performance. We continued to be impacted by the coronavirus pandemic and its variants in 2021 with the percentage of on-premise sales to off-premise sales below 2019 levels. We faced global inflationary pressures and supply chain challenges. However, given our proactive efforts to mitigate their impact, we were able to meaningfully offset inflationary cost pressures with favorable pricing, mix benefits from premiumization and our cost savings and hedging programs. On the supply side, we expanded our supplier base enabling us to improve our availability for most packaging materials. We also took the opportunity to accelerate the rebalancing of our product portfolio by discontinuing approximately 100 predominantly economy slower-turning, lower-margin SKUs, enabling us to improve production efficiencies and further premiumize our portfolio.

Our achievements underscore the tremendous progress against the pillars of our revitalization plan, which are to build on the strength of our iconic core

brands, aggressively grow our above premium portfolio, expand beyond the beer aisle, invest in our capabilities, and support our people and communities.

In 2021, our core brands continued to strengthen, with Coors Light and Miller Lite each growing net sales in the U.S. and globally. Since 2019, Coors Light and Miller Lite have both benefitted from new marketing campaigns that are resonating with consumers and driving clear differentiation between our two biggest brands, whether its Coors Light owning refreshment with its successful ‘Made to Chill’ campaign or Miller Lite leaning into its great beer taste.

We finished the calendar year with a larger global above premium portfolio than ever before. We delivered strong growth across above premium brands such as the Blue Moon family, Peroni, Madri, Pravha, and the Tenth and Blake U.S. craft business, but the biggest driver was hard seltzers. Going into 2022, we now have two of the top five hard seltzers in the U.S. Vizzy, our innovation with compelling differentiation had great success and has significant runway ahead in both the U.S. and Canada. Through our exclusive agreement with The Coca-Cola Company, we brought Topo Chico Hard Seltzer to nine initial markets in U.S. in March 2021 and, given its outstanding performance, we took it national in January 2022, and introducing two new line extensions in the Topo Chico Hard Seltzer Margarita Hard Seltzer Variety Pack and Topo Chico Ranch Water Hard Seltzer. And we are also launching it in Canada in the summer of 2022. With the strong success with Topo Chico Hard Seltzer, we are expanding our relationship with The Coca-Cola Company with the 2022 U.S. launch of a full-flavor ready-to-drink beverage, Simply Spiked Lemonade, a brand inspired by the Simply family of juices, Coca-Cola’s second largest U.S. brand.

Our premiumization efforts are also fueled by our extension outside the beer aisle into high-growth segments of the broader beverage market. Leveraging the incredible strength of our distribution network, our world-class supply chain team, and strong marketing capabilities, we have continued to expand and scale our beyond beer initiatives. Through our partnership with a team led by Dwayne “the Rock” Johnson, we launched ZOA in March 2021 and it has already become the fastest-growing energy drink in the U.S. Our partnership with La Colombe has been a great success, surpassing our initial distribution targets enabling us to expand into new channels beyond convenience stores for this super premium ready-to-drink coffee. In September 2021, we released our first ever spirit, Five Trail Whiskey, from the Coors Whiskey Co. in four initial markets. And, through our joint venture agreements with Hexo Corp., we expanded our portfolio of cannabis-infused ready-to-drink beverages in Canada and expanded our distribution of our CBD-infused beverages beyond Colorado to 17 states in the U.S. These beyond beer partnerships are included within our emerging growth category, which continues to track ahead of our goal to reach $1 billion in annual revenue by 2023.

We have also continued to invest in our capabilities to fuel growth and efficiencies. We invested in our previously-announced multi-year Golden brewery modernization project, our new Montreal brewery, which opened during the fourth quarter of 2021, and in expanding our hard seltzer capacity in Canada and the U.K. And we have invested in our digital capabilities, which should help support a substantial increase in our e-commerce growth.

Our investments also have an emphasis on advancing our long history of sustainability. As detailed in Our Imprint ESG Report, we are committed to leaving a positive imprint on our People and Planet.

Starting in 2022, a portion of the short-term compensation for the Molson Coors Leadership Team, comprised of our Chief Executive Officer’s leadership team and their direct reports (approximately the top 100 senior leaders in our organization), will be based on a number of quantitative ESG metrics, including emissions, water, employee diversity representation and safety targets. This helps to further ensure that we continue to have strong oversight and management of our ESG programs and accelerate progress on our ESG goals as we look ahead to 2025. In addition, driving progress toward our ESG goals is also one of our top priorities for our business in 2022. These priorities have been cascaded, as appropriate, to employees across the organization, which in turn impacts individual goals and short-term compensation structure.

A strong governance structure ensures we are making progress against our goals and doing so responsibly and transparently. Since September 2019, we have refreshed our Board with six new directors elected or nominated to the Board, while increasing the diverse representation of the Board in terms of gender, ethnicity, nationality and experience. Of these six new

directors, half are considered gender or ethnically diverse. We are committed to ensuring that our Board, 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.

We have made tremendous strides with our brands by building brands that demonstrate leadership in sustainability. In April 2021, our U.K. business achieved its target to remove all single-use plastic from Carling and Coors packaging. Further, in March 2022, our Coors Light brand announced that it will eliminate 6-pack plastic rings from packaging globally where Molson Coors owns brewing operations, becoming the largest beer brand in North America to move away from plastic rings. Our investment in this transition is designed to allow Molson Coors’ entire North American portfolio of brands, which include over 30 brand families, to achieve 100% recyclable and sustainably sourced cardboard wrap carriers by the end of 2025.

We continued to invest and innovate in areas such as water efficiency, sustainable agriculture and waste reduction. We are investing millions of dollars to make our facilities around the world even more energy and water efficient to help improve biodiversity, increase climate resilience, protect finite natural resources, and raise the social and economic health of local communities. We are constantly exploring new and existing opportunities to eliminate waste or improve recyclability. We are driving the Company’s efforts by capturing clean water for reuse, turning wastewater into biogas for onsite energy, sending spent grain to be used for animal feed and cutting down the waste sent to landfills.

As one of the world’s largest global beverage companies, we are committed to driving long-lasting, meaningful change by incorporating sustainability into all aspects of our business. We recognize there is much more work ahead, but we are proud of our progress as we advance toward our 2025 goals.

The Annual Meeting

We hope you will be able to attend the Annual Meeting. Please refer to the Proxy Statement for additional information regarding the measures we intend to follow to protect the safety of our stockholders, our Board, and our employees and facilities due to the coronavirus pandemic. Whether or not you plan to attend, 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 personally attend.

Thank you for your support of Molson Coors.

Sincerely,

Peter H. Coors Chair

Andrew T. Molson Vice Chair

April 6, 2022

Special Note Regarding Forward-Looking Statements

This Proxy Statement contains 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. From time to time, we may also provide oral or written forward-looking statements in other materials we release to the public. Such forward-looking statements are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995.

Statements that refer to, among other things, projections of our future financial performance, our anticipated growth and trends in our businesses, and other characterizations of future events or circumstances are forward-looking statements. In addition, statements that we make in this Proxy Statement that are not statements of historical fact may also be forward-looking statements. Words such as “expects,” “intend,” “goals,” “plans,” “believes,” “continues,” “may,” “anticipate,” “seek,” “estimate,” “outlook,” “trends,” “future benefits,” “potential,” “projects,” “strategies,” and variations of such words and similar expressions are intended to identify forward-looking statements.

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” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, and those described from time to time in our past and future reports filed with the Securities and Exchange Commission. Caution should be taken not to place undue reliance on any such forward-looking statements. Forward-looking statements speak only as of the date when made and we undertake no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law.

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2022 Notice of Annual Meeting of Stockholders

Time and Date May 18, 2022 11:00 a.m., Mountain Daylight Time

Place Golden Brewery 13th Street & Ford Street Golden, Colorado 80401

Record Date March 25, 2022

The 2022 Annual Meeting of Stockholders (Annual Meeting) of Molson Coors Beverage Company (Company, we, us or our) 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 March 25, 2022 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 Molson Coors Canada Inc., a Canadian corporation and our wholly-owned indirect subsidiary, please refer to 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 6, 2022. The Notice of Internet Availability will explain how to access our Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and how to vote.

Voting Your Shares

We hope you will be able to attend the Annual Meeting. Whether or not you plan to attend, 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.

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 6, 2022

Anne-Marie W. D’Angelo
Chief Legal & Government Affairs Officer and Secretary

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Proxy Statement

The Board of Directors (Board) of Molson Coors Beverage Company (Molson Coors, Company, we, us or our) is furnishing this Proxy Statement in connection with the solicitation of proxies for use at the 2022 Annual Meeting of Stockholders (Annual Meeting), which will be held at 11:00 a.m., Mountain Daylight Time, on Wednesday, May 18, 2022, at our Golden Brewery, 13th Street & Ford Street, Golden, Colorado 80401. The proxies may also be voted at any adjournments or postponements of the Annual Meeting.

We have dual principal executive offices located at P.O. Box 4030, NH353, Golden, Colorado 80401 USA and 111 Boulevard Robert-Bourassa, 9th Floor, Montréal, Québec, H3C 2M1 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, on or about April 6, 2022.

Advanced Voting Methods

Even if you plan to attend the Annual Meeting, please vote right away using one of the following voting methods (see the section of this Proxy Statement entitled “Questions and Answers” 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 OF STOCKHOLDERS TO BE HELD ON MAY 18, 2022 The Notice of Annual Meeting, this Proxy Statement and the Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (Annual Report) are available at www.proxyvote.com.

As the coronavirus pandemic and the public health response to it continue to evolve, we may impose additional procedures or limitations on Annual Meeting attendees or may decide to hold the Annual Meeting in a different location or solely by means of remote communication (i.e., a virtual-only Annual Meeting). We will issue a press release and make a public filing with the Securities and Exchange Commission announcing any changes to the Annual Meeting, and we will also announce any changes at www.molsoncoors.com. We encourage you to check this website prior to the Annual Meeting if you are considering attending the Annual Meeting. Most of all, we urge all of our stockholders to consider carefully the risks inherent in travel and in attending public gatherings such as the Annual Meeting in the continuing coronavirus pandemic before making any decision to attend in person.

IMPORTANT: If you are planning to attend the Annual Meeting, measures that we intend to follow as a result of the coronavirus pandemic include requiring proof of COVID-19 vaccination or a negative COVID-19 test result within 72 hours prior to the Annual Meeting, and may also include:

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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

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:

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Director Nominee Highlights — Page 14

2022 Nominees For Class A Directors

Name	Age(1)	Director Since	Primary Occupation	Committee Memberships	Independent
Julia M. Brown	52	2021	Former Chief Procurement Officer, Mars Wrigley	Compensation & HR
David S. Coors	40	2020	Vice President of Next Generation Beverages, Molson Coors	Governance
Peter H. Coors	75	2005	Chair of the Board, Molson Coors	Governance
Mary Lynn Ferguson-McHugh	62	2015	Former CEO, Family Care and New Business, The Procter & Gamble Company	Compensation & HR
Gavin D.K. Hattersley	59	2019	President and CEO, Molson Coors	None
Andrew T. Molson	54	2005	Partner and Chairman, AVENIR GLOBAL	Governance
Geoffrey E. Molson	51	2009	Owner, President and CEO, CH Group Limited Partnership	Governance
Nessa O’Sullivan	57	2020	Group CFO and Executive Director, Brambles Limited	Audit; Finance
Louis Vachon	59	2012	Former President and CEO, National Bank of Canada	Finance
Leroy J. Williams, Jr.	57	—	CEO, CyberTekIQ, LLC	None
James “Sandy” A. Winnefeld, Jr.	65	2020	National Security and Business Consultant	Audit; Compensation & HR

2022 Nominees For Class B Directors

Name	Age(1)	Director Since	Primary Occupation	Committee Memberships	Independent
Roger G. Eaton	61	2012	Former CEO of KFC, a division of Yum! brands	Audit; Finance
Charles M. Herington	62	2005	Chief Operating Officer, Vice Chairman and President of Global Operations, Zumba Fitness, LLC	Audit
H. Sanford Riley	71	2005	President and CEO, Richardson Financial Group Limited	Compensation & HR; Governance
(1) Age as of the Record Date (as defined herein).

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2022 Director Nominee Snapshot

Diversity and Tenure

Skills and Experience

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2021 Compensation Highlights — Page 47

Executive Compensation Philosophy

We ask our stockholders annually to vote to approve, on an advisory (non-binding) basis, the compensation of our NEOs. We provide our NEOs with short- and long-term compensation opportunities that encourage increasing Company performance to enhance stockholder value while avoiding excessive risk-taking. We maintain compensation plans that tie a substantial portion of our NEOs’ overall target annual compensation to the achievement of corporate and individual performance goals over both short- and long-term periods. The Compensation & HR Committee employs multiple performance measures and strives to award an appropriate mix of annual and long-term equity incentives to avoid overweighting short-term objectives. Our Board, primarily through the Compensation & HR Committee, defines and oversees our executive compensation program, which is based on a pay-for-performance philosophy and designed to accomplish the following goals:

   Pay for Performance

   Compensation Competitive with the Market

   Every Compensation Element Should Serve a Purpose

Executive Compensation Governance Practices

What We Do		What We Don’t Do
	Tie a significant portion of compensation to performance		Design our executive compensation program to encourage excessive risk taking
	Use a balance of short and long-term incentive awards with diverse performance metrics for both		Re-price stock options without stockholder approval
	Award incentive compensation subject to an enhanced clawback policy		Provide excise tax gross-ups to executives
	Consider peer group and comparable industry data in setting compensation		Pay cash dividends on unvested RSUs or PSUs
	Establish significant executive and director stock ownership guidelines and evaluate compliance annually		Allow hedging of Company stock
	Retain an independent compensation consultant		Award excessive perquisites
	Actively engage with investors regarding executive compensation and governance practices		Offer excessive change in control or severance benefits
	Starting in 2022, 10% of the short-term incentive awards for the Molson Coors Leadership Team, representing approximately the top 100 senior leaders in our organization, will be based on an ESG scorecard composed of certain quantitative ESG metrics

Executive Compensation Performance Measures & Results

Performance Measures

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

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

Named Executive Officers (NEOs) for 2021

MCIP and PSU Performance Results

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Proposal No. 1 — Election of Directors

At the Annual Meeting, votes may not be cast for a greater number of director nominees than the 11 Class A and three Class B nominees named in this Proxy Statement. Each of the director nominees has consented to serve if elected. If any nominee becomes unavailable to serve as a director, a substitute nominee may be designated. In that case, the individuals named as proxies will vote for the substitute nominees designated.

When determining the appropriate size of the Board, one objective is to fix a size that is conducive to substantive discussions by the whole Board in which each director can participate meaningfully. Our Board has currently set the number of directors at 15, consisting of 12 Class A directors and three Class B directors. However, only 14 directors are being nominated for election at the Annual Meeting, leaving one Class A director vacancy, which must be held by a member of management according to the Restated Certificate of Incorporation. Our Board does not currently plan to fill this Class A director vacancy.

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). However, any decrease in the number of directors to less than 15 must be approved by the holders of the Class A common stock and Special Class A voting stock, voting together as a class. In addition, any increase in the number of directors must be divisible by three, with one-third of such new directorships to be filled by the Governance Committee, one-third of such directorships to be filled by the Class A-C Nominating Subcommittee, and one-third of such directorships to be filled by the Class A-M Nominating Subcommittee.

Douglas D. Tough was not re-nominated for election as a director pursuant to our Board’s retirement policy because he reached age 72 in the calendar-year immediately preceding this Annual Meeting and will retire as a director immediately following the Annual Meeting.

The following summaries set forth certain biographical information regarding each director nominee, including the particular knowledge, qualifications or areas of expertise considered for nomination to our Board. For more information on how the nominees are selected, please refer to the “Nomination Process” section.

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2022 Nominees for Class A Directors

Age 52 Director of Molson Coors since: 2021 Independent Director		JULIA M. BROWN
		SKILLS AND QUALIFICATIONS: ● Multi-brand international company experience ● Consumer-packaged goods experience ● Food and beverage company experience ● Operations, supply chain and procurement experience ● Commercial and transformation experience ● Vendor experience ● Global sustainability experience ● Outside public board experience	COMMITTEE ASSIGNMENT: ● Compensation & HR U.S. PUBLIC COMPANY BOARDS: ● Solo Brands, Inc. (NYSE: DTC) since 2021
		Ms. Brown served as the Chief Procurement Officer of Mars Wrigley, a division of Mars, Incorporated, a global manufacturer of confectionery, food, and pet care products and services, from 2020 to 2021. From 2015 to 2020, she served as the Chief Procurement Officer of Carnival Corporation & plc (NYSE: CCL). From 2008 to 2015, she served as Chief Procurement Officer at Kraft Foods (NASDAQ: KHC) and then Mondelēz International, Inc. (NASDAQ: MDLZ) when it was spun off from Kraft Foods Inc. in 2012. Ms. Brown served as Vice President, Corporate Procurement and Contract Manufacturing at The Clorox Company (NYSE: CLX) from 2005 to 2008. From 2004 to 2005, she served as Senior Director, Procurement, Global Direct Materials and Strategic Sourcing, at The Gillette Company, Inc. From 2001 to 2003 she served as Director, Procurement, Acquisition Integration and Development, at Diageo plc and she served as Purchases Group Leader for Global Cosmetics from 1999 to 2001. From 1991 to 1999, she served in various roles of increasing responsibility at The Procter & Gamble Company (NYSE: PG), including Senior Purchasing Manager from 1995 to 1999. She has served as a director of Shutterfly Inc., an American photography, photography products, and image sharing company, since 2020, Solo Brands, Inc. (NYSE: DTC), a direct-to-consumer platform for rapidly growing lifestyle brands, since 2021, and Pioneer TopCO GP LLC, the owner of the Venetian Resort and Sands Expo and Convention Center, since 2022. Ms. Brown holds an Honors Bachelor of Commerce from McMaster University in Hamilton, Canada.

Age 40 Director of Molson Coors since: 2020		DAVID S. COORS
		SKILLS AND QUALIFICATIONS: ● P&L management ● Current executive ● Brand building and marketing experience ● Extensive knowledge of our history and culture ● Long-term, highly-committed stockholder ● U.S. beer business expertise ● International and craft beer expertise ● Alcoholic spirits distillation and distribution experience	COMMITTEE ASSIGNMENT: ● Governance
		Mr. Coors has been the Vice President of Next Generation Beverages for Molson Coors since December 2019. He also serves on the Board of Trustees for the Adolph Coors Company LLC and has been President of AC Golden Brewing Company LLC since May 2018. He also serves on the board of The Yuengling Company LLC (a joint venture between Molson Coors and a D.G. Yuengling & Son, Inc. affiliate) as well as the board of Truss CBD USA LLC (a joint venture between Molson Coors and Hexo Corp.). Prior to his current role, Mr. Coors held various management positions within our organization including General Manager of Australasia from June 2013 to December 2016 and Senior Director of Global Craft and Retail from January 2017 to March 2018. Mr. Coors also serves on several community and civic boards, including the Mario St. George Boiardi Foundation, Committee Member for Coors Western Art Advisory Committee, and Visit Denver. Mr. Coors holds a Master of Business Administration and Master of Engineering Management from the Kellogg School of Management at Northwestern University. Additionally, he holds a Bachelor of Science in Operations Research and Industrial Engineering from Cornell University College of Engineering.

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Age 75 Director of Molson Coors since: 2005 Board Chair since: May 2021		PETER H. COORS
		SKILLS AND QUALIFICATIONS: ● 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	COMMITTEE ASSIGNMENT: ● Governance
		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 Board Chair. 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 CEO 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 Western Stock Show Association, ACE Scholarships, Colorado Concern, Colorado Succeeds, and as trustee emeritus of the Denver Area Council of the Boy Scouts of America.

Age 62 Director of Molson Coors since: 2015 Independent Director		MARY LYNN FERGUSON-MCHUGH
		SKILLS AND QUALIFICATIONS: ● P&L management ● Operations background ● Brand building, marketing and innovation expertise ● Consumer insight experience ● Consumer-packaged goods experience ● Supply chain and logistics experience ● Digital experience	COMMITTEE ASSIGNMENT: ● Compensation & HR (Chair)
		Ms. Ferguson-McHugh served as CEO of Family Care and New Business at The Procter & Gamble Company (NYSE: PG) from July 2019 to October 2021. She was with P&G since 1986, in various roles of increasing responsibility. In particular, before serving in her last position, she served as Group President, Global Family Care and P&G Ventures from November 2015 to June 2019. From 2011 to 2014, she served as Group President, Western Europe and then as Group President, Europe. Since 2022, she has served as a director of Gojo Industries, Inc., a privately held manufacturer of hand hygiene and skin care products, and of FJ Management Inc., an operator of convenience stores, oil & refining, banking, and insurance businesses. 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.

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Age 59 Director of Molson Coors since: 2019		GAVIN D.K. HATTERSLEY
		SKILLS AND QUALIFICATIONS: ● President and CEO of our Company ● Beer business experience ● Former CFO of our Company ● International business expertise ● P&L management ● Financial expertise ● Digital expertise ● Corporate Development/M&A experience	COMMITTEE ASSIGNMENT: ● None
		Mr. Hattersley has served as President and CEO of our Company since September 2019. Prior to his current position, he served as CEO of MillerCoors (n/k/a Molson Coors Beverage Company USA LLC), our U.S. business, from July 2015. Prior to joining MillerCoors, Mr. Hattersley served as Chief Financial Officer (CFO) of the Company from June 2012 to September 2015. From July 2008 to June 2012, Mr. Hattersley served as Executive Vice President and CFO 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 CFO in 1999. Prior to joining SAB Limited in 1997, he spent almost 10 years with Barloworld Limited in various finance positions.

Age 54 Director of Molson Coors since: 2005 Board Vice Chair since: May 2021		ANDREW T. MOLSON
		SKILLS AND QUALIFICATIONS: ● Extensive knowledge of our history and culture ● Long-term, highly-committed significant stockholder ● CEO experience ● Public relations experience ● Corporate governance expertise ● Canadian beer business expertise ● Outside public board experience ● Digital experience	COMMITTEE ASSIGNMENT: ● Governance (Chair) U.S./CANADIAN PUBLIC COMPANY BOARDS: ● Theratechnologies Inc. (NASDAQ: THTX; TSX: TH) since 2020 CANADIAN PUBLIC COMPANY BOARDS: ● Dundee Corporation (TSX: DC.A) since 2015
		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, Mr. Molson is a partner and Chairman of RES PUBLICA, the parent company of AVENIR GLOBAL. He also currently serves as our Board Vice Chair. In addition to the public companies noted above, 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, and the Québec Blue Cross. He previously served as a director of The Group Jean Coutu PJC Inc. from 2014 to 2018. At various times since 2011, Mr. Molson has served as the Chair and Vice Chair of our Board. 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. He is a Member of the Order of Canada and Knight of the National Order of Québec.

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Age 51 Director of Molson Coors since: 2009		GEOFFREY E. MOLSON
		SKILLS AND QUALIFICATIONS: ● Extensive knowledge of our history and culture ● Long-term, highly-committed significant stockholder ● CEO experience ● P&L management and operations background ● Beer sales and marketing background ● Key account management experience ● Distributor development experience ● Sports and entertainment industry background and experience ● Canadian beer business expertise ● Outside director experience	COMMITTEE ASSIGNMENT: ● Governance
		Mr. Molson has been a general partner of CH Group Limited Partnership since December 2009 and the President and CEO of CH Group Limited Partnership since 2011, which owns the Montréal Canadiens, the Bell Centre, L’Équipe Spectra and Gestion evenko. 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 in economics from St. Lawrence University and is a Member of the Order of Canada and the Order of Québec.

Age 57 Director of Molson Coors since: 2020 Independent Director		NESSA O’SULLIVAN
		SKILLS AND QUALIFICATIONS: ● Financial expertise and audit experience ● Public company CFO experience ● Sustainability/ESG experience ● Operations background ● International business experience ● Global brands experience ● Consumer-packaged goods experience, including food and beverage ● Supply chain and logistics experience ● Strategy, corporate development/M&A and capital markets experience ● Outside public company board experience	COMMITTEE ASSIGNMENT: ● Audit ● Finance AUSTRALIAN PUBLIC COMPANY BOARDS: ● Brambles Limited (ASX: BXBLY) since April 2017
		Ms. O’Sullivan is the CFO and Executive Director of Brambles Limited (Brambles), a logistics company with operations in over 60 countries (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 (ASX: CCL), including five years from 2010 to 2015 as the Group CFO. From 2000 to 2005, she served as CFO of the South Pacific Region of Yum! Brands, Inc., an American quick service food corporation (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.

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Age 59 Director of Molson Coors since: 2012 Independent Director		LOUIS VACHON
		SKILLS AND QUALIFICATIONS: ● Financial markets expertise ● Financing experience ● Strategic planning experience ● CEO experience ● Canadian market experience ● Outside public board experience	COMMITTEE ASSIGNMENT: ● Finance (Chair) CANADIAN PUBLIC COMPANY BOARDS: ● Alimentation Couche-Tard Inc. (TSX: ATD.A) since 2021
		Mr. Vachon served as President and CEO of the National Bank of Canada (TSX: NBC) from June 2007 to October 2021. He also served as a director of the National Bank of Canada from 2006 to 2021. He joined National Bank of Canada in 1996, where he took on positions of increasing responsibility prior to his retirement as its President and CEO. He currently serves as a director of Alimentation Couche-Tard Inc. (TSX: ATD.A) and Groupe CH Inc., and has, in the past, held a variety of other board positions. He is a Member of the Order of Canada, Officer of the National Order of Québec and Knight of the Order of Montréal. Mr. Vachon holds a Master of International Business degree in international finance from the Fletcher School at Tufts University, a Bachelor of Arts degree in economics from Bates College, and a CFA certification from the CFA Institute.

Age 57 Independent Director Nominee		LEROY J. WILLIAMS, JR.
		SKILLS AND QUALIFICATIONS: ● CEO experience ● Global technology and cybersecurity expertise ● M&A experience ● Financial services / banking experience ● P&L management ● Outside public board experience	COMMITTEE ASSIGNMENT: ● None – New Director Nominee U.S. PUBLIC COMPANY BOARDS: ● UMB Financial Corporation (NYSE:UMBF) since 2016
		Mr. Williams is the founder and CEO of CyberTekIQ, LLC, an information technology consulting firm, a position he has held since 2016. He previously served as the Global Chief Information Officer of Ball Corporation (NYSE: BLL) from 2005 until 2016. Prior to that role, Mr. Williams held multiple cabinet level positions with the State of Colorado, including Secretary of Technology and Acting Executive Director for the Department of Labor & Employment. He also currently serves as a director of UMB Financial Corporation (NYSE: UMBF). In addition, Mr. Williams serves as a director of J.E. Dunn Construction Group and the Daniels Fund, and as board advisor for Taiga Biotechnologies Inc. He began his career working in the telecommunications industry at Qwest Communications and its affiliates. Prior to his career in telecommunications, he worked in the financial services industry for Norwest (now Wells Fargo). He also served in the U.S. Army. Mr. Williams received his Master of Business Administration from University of Denver and his Bachelor of Science degree in Information Systems Management from Denver Technical College.

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Age 65 Director of Molson Coors since: 2020 Independent Director		JAMES “SANDY” A. WINNEFELD, JR.
		SKILLS AND QUALIFICATIONS: ● Senior leadership experience ● Global technology and cybersecurity expertise ● International and governmental affairs experience ● Global security environment expertise ● Human resource management experience ● Strategic planning experience ● Risk management/oversight expertise ● Outside public board experience	COMMITTEE ASSIGNMENT: ● Audit ● Compensation & HR U.S. PUBLIC COMPANY BOARDS: ● Raytheon Technologies Corporation (NYSE:RTX) since 2017
		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 (USNORTHCOM); Commander, North American Aerospace Defense Command (NORAD); 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 Technologies Corporation (NYSE: RTX), and currently serves on Raytheon’s human capital & compensation and finance committees and as chair of its special activities committee. Admiral Winnefeld also serves 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, among others. Admiral Winnefeld and his spouse Mary are also the co-founders of the non-profit organization, Stop the Addiction Fatality Epidemic (S.A.F.E.). In addition, he is a member of the Georgia Tech Foundation, Inc. Board of Trustees and the Georgia Tech Research Institute External Advisory Council. 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.

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2022 Nominees for Class B Directors

Age 61 Director of Molson Coors since: 2012 Independent Director		ROGER G. EATON
		SKILLS AND QUALIFICATIONS: ● Financial expert ● Global retail brand management ● P&L management and operations background ● International business experience ● Audit experience ● CEO experience ● Digital experience ● Corporate Development/M&A experience	COMMITTEE ASSIGNMENT: ● Audit (Chair) ● Finance
		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 CEO 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 CEO 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.

Age 62 Director of Molson Coors since: 2005 Independent Director		CHARLES M. HERINGTON
		SKILLS AND QUALIFICATIONS: ● P&L management and operations background ● Marketing and brand building experience ● Executive leadership experience ● Multicultural lens from living in multiple countries ● Canada, U.S., Latin America, Asia Pacific, Central and Eastern European market experience ● Outside public board experience ● Corporate Development/M&A experience	COMMITTEE ASSIGNMENT: ● Audit U.S./CANADIAN PUBLIC COMPANY BOARDS: ● Gildan Activewear Inc. (NYSE/TSX: GIL) since 2018
		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, LLC (where he acts as Chairman); HyCite Enterprises, LLC; Accupac, LLC and Klox Technologies Inc. From 2006 to 2012, Mr. Herington served as Executive Vice-President of Developing and Emerging Markets Group at Avon Products Inc. From 1999 to 2006, he was President and CEO 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 The Procter & Gamble Company (NYSE: PG). Mr. Herington received his Chemical Engineering Degree from Instituto Tecnológico y de Estudios Superiores de Monterrey.

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Age 71 Director of Molson Coors since: 2015 Independent Director		H. SANFORD RILEY
		SKILLS AND QUALIFICATIONS: ● Financial expertise ● P&L management and operations background ● Corporate governance expertise ● Leadership in highly-regulated global industry ● CEO experience ● Outside public board experience ● Corporate Development/M&A experience	COMMITTEE ASSIGNMENTS: ● Compensation & HR ● Governance (Independent Member) CANADIAN PUBLIC COMPANY BOARDS: ● RF Capital Group Inc. (TSX: RCG) since 2021 ● The North West Company (TSX: NWC) since 2002 (current Chair)
		Mr. Riley has served as President and CEO of Richardson Financial Group Limited, a specialized financial services company, since 2003. In addition, he is a director of the public companies noted above. Mr. Riley previously served as a director of Canadian Western Bank (TSX: CWB) from 2011 to 2022, GMP Capital, Inc. (TSX: GMP) from 2009 to 2017, Manitoba Telecom Services Inc. (TSX: MBT) from 2011 to 2017, and Manitoba Hydro, where he also served as Chairman of the board of directors from 2016 to 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.

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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 since May 2009. Mr. Molson 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, and Eric H. Molson is their father.

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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 its stakeholders.

KEY CORPORATE GOVERNANCE DOCUMENTS

Please visit our website at www.molsoncoors.com (under “About Us—Governance and Ethics”) to view the following documents:

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

Amended and Restated Bylaws, as amended and restated to date (Bylaws)

Code of Business Conduct

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

Charters for the Audit Committee, Compensation & HR Committee, Finance Committee, and Governance Committee

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.

Corporate Responsibility

Diversity, Equity & Inclusion (DEI)

We strive to provide meaningful experiences for our employees and believe that building a strong and diverse workforce has a significant influence on our success as a business and our ability 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 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 Putting People First) – all designed to shift the culture of the organization to drive stronger employee and business engagement. In January 2021, we shared our 2021-2023 DEI Commitment plan across our Americas business. As we work to build a more diverse and inclusive workforce and management team, the Company has developed programs to encourage the recruitment, retention and training of diverse leaders and team members.

With these overarching goals as guides, the following table outlines the primary DEI responsibilities:

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Environmental, Social and Governance (ESG)

Oversight

We are committed to acting in a responsible manner and integrating ESG into our culture and values, including the impact we can have on society and the planet. The Board is committed to overseeing the Company’s ESG strategy and initiatives and has also tasked its committees as designated below with certain ESG responsibilities, and these committees regularly report to the Board:

Overview

We believe in producing beverages we can be proud of, which is why sustainability is fundamental to how Molson Coors operates. Our Imprint is our approach to sustainability at Molson Coors and rooted in how we support our People and Planet. Our Sustainability/ESG strategy reflects our commitment 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 and our stockholders, while leaving a positive imprint on our communities.

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 priority areas, which are described below.

Molson Coors is a charter member of the International Alliance for Responsible Drinking (IARD). This collaborative industry body represents the 13 leading beer, wine and spirits companies, and partners with public sector, civil society and private stakeholders to address the global public health issue of harmful drinking. IARD works with governments globally to support the World Health Organization’s Noncommunicable Diseases Global Monitoring Framework target of 10% reduction in harmful use of alcohol by 2025.

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 Planet: Climate, Water and Packaging.

In 2020, we added new People targets through 2023 reflect our renewed commitment to putting people first and building a more diverse, equitable and inclusive culture.

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Below are the priority areas that make up Our Imprint strategy:

People	Water	Climate	Packaging
Make diversity, equity, and inclusion part of everything we do - from how we work together to how we grow our company	Protecting precious water resources by doing more with less	Leaving a smaller carbon footprint at every step of the value chain	Reducing packaging and innovating for a more circular economy

Notably, metrics that support Our Imprint 2025 commitments are embedded in the performance goals for leaders of our organization that have the ability to impact the goals. In addition, starting in 2022, 10% of the short-term incentive awards for the Molson Coors Leadership Team, representing approximately the top 100 senior leaders in our organization, will be based on an ESG scorecard composed of certain quantitative ESG metrics.

More information about Our Imprint strategy, the goals we aim to achieve and the progress we have made can be found on our sustainability website, www.MolsonCoorsOurImprint.com, which includes:

The information provided in the ESG Report 2021 or Sustainable Development Goals Impact Report 2021 is not part of this Proxy Statement and is not incorporated by reference as part of this Proxy Statement.

Corporate Governance Guidelines

Our full Board, the majority of which is independent, oversees the corporate governance of our Company. Our Board has adopted Governance Guidelines to promote effective corporate governance and the proper functioning of the Board and its committees. The Governance Guidelines set forth a common set of expectations as to how our Board should function, including with respect to the composition of our Board, the criteria to be used in selecting director nominees, Board and Committee oversight of the Company’s ESG strategy and initiatives, expectations of our directors, and evaluation of the performance of our Board and its committees. Our Board and the Governance Committee regularly review developments in corporate governance and consider stockholder feedback to respond to new developments as necessary and appropriate.

Code of Business Conduct

All of our directors and employees, including our CEO, CFO and other executive and senior officers, are bound by our Code of Business Conduct which complies with the requirements of the New York Stock Exchange (NYSE) and the Securities and Exchange Commission (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

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, as discussed below.

Chair and Vice Chair. 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. Peter H. Coors was appointed Chair by the Class A-C Nominating Subcommittee effective May 2021, and he will serve in this position until the 2023 Annual Meeting. Andrew T. Molson was appointed Vice Chair by the Class A-M Nominating Subcommittee effective May 2021 and he will serve in this position until the 2023 Annual Meeting.

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Independent Governance Committee Member.  In addition to the Chair and Vice Chair, the Independent Governance Committee Member also has additional governance responsibilities pursuant to the Governance Guidelines and Restated Certificate of Incorporation, including (1) reviewing and approving Board and committee agendas, together with the Chair and Vice Chair, (2) convening and chairing executive sessions during each regular Board meeting of the independent directors without non-independent directors or members of management present, (3) reporting to the Board, Chair or management, as appropriate, on any issues, requests or concerns identified during the independent director executive sessions, and (4) overseeing, with the support of the Company Secretary, the annual Board and committee evaluation process.

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. As shown below, our Board has tasked its committees with certain risk management responsibilities, and these committees regularly report to the Board regarding the matters within their area of responsibility:

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, and 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 to our Board or the appropriate committees and individual directors.

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Cybersecurity Risk Oversight

Cybersecurity is a critical component of our ERM program. Our Board, Audit Committee and senior management receive periodic briefings concerning cybersecurity, information security, technology risks, and our related risk mitigation programs. As detailed above, the Board and Audit Committee provide oversight over cybersecurity risk. The Audit Committee provides a deeper level of cybersecurity oversight through engagements at each meeting with senior management, including our VP Information Technology and key members of our cybersecurity team. We have implemented a cybersecurity awareness training program to facilitate initial and continuing education for employees on cybersecurity and related matters. Regular reviews are conducted to assess our 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 for certain 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.

Specific Risks

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.

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 other reports filed with the SEC.

Board Composition and Refreshment

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

The factors considered when we select a director nominee for the Board include the individual’s:

As noted above, 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 furtherance thereof, the Governance Committee will ensure that any initial list of prospective director candidates, including lists prepared by independent search firms, include, but need not be limited to, candidates with a diversity of race, ethnicity or gender, and will similarly require any director search firm to include such candidates.

The Board periodically reviews and assesses its composition and takes into consideration factors that may impact Board turnover and refreshment. To promote regular refreshment, the Governance Guidelines include a policy that provides that no director is eligible for nomination or election to our Board as an independent director if they will reach 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 and Governance Committee do not currently plan to waive the retirement age guideline for directors who will reach retirement age before 2024. These retirement-age restrictions do not apply to our non-independent Class A directors. As previously mentioned, Douglas D. Tough was not re-nominated for election as a director pursuant to this retirement 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 Julia M. Brown in 2021 and Leroy J. Williams, Jr. in 2022. After our Board considers the qualifications outlined above, together with 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 shown below:

As a result of our nomination process, we elected or nominated six highly-qualified directors since September 2019, increasing the number of women directors to three and the number of ethnically or racially diverse directors to three.

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 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 definition of independence under the NYSE Listing Standards. In addition, our Restated Certificate of Incorporation contains provisions intended to ensure that a majority of our directors are independent from management at all times. 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) that 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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During a meeting held in February 2022, the Board determined that the following director nominees are independent under the NYSE Listing Standards and our Restated Certificate of Incorporation:

Board Committees

Our Board currently has four standing committees: the Audit Committee, the Compensation & HR Committee, the Finance Committee and the Governance Committee. Our Board may from time to time establish additional committees.

As discussed above under “Nomination Process,” the Governance Committee, which is referred to as the Nominating Committee in our Restated Certificate of Incorporation, also has two sub-committees, which are required under our Restated Certificate of Incorporation.

The following table identifies the current members of each standing committee of our Board and the number of meetings held by each committee during 2021. 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 Board’s 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)
Nessa O’Sullivan
H. Sanford Riley
Douglas D. Tough(3)
Louis Vachon
Leroy J. Williams, Jr.
James “Sandy” A. Winnefeld, Jr.
Meetings Held in 2021	8	8	6	5
Aggregate % of Meetings Attended	100%	94.7%	95.0%	100%

= Chair = Member

(1) Member of the Class A-C Nominating Subcommittee. (2) Member of the Class A-M Nominating Subcommittee. (3) Mr. Tough was not re-nominated to stand for re-election to the Board, but he will remain on the Compensation & HR Committee through the Annual Meeting.

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Audit Committee

PRIMARY RESPONSIBILITIES

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

Our Audit Committee is also charged with:

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 which includes our anti-pledging policy.

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

For more information on the Audit Committee’s role in risk oversight see the “Board’s Role in Risk Oversight” section of this Proxy Statement. In addition, the Audit Committee Report is included under its own heading later in this Proxy Statement.

INDEPENDENCE

Each member of the Audit Committee meets the applicable independence requirements of the NYSE Listing Standards, our Restated Certificate of Incorporation and Rule 10A-3 under the Securities Exchange Act of 1934, as amended (Exchange Act). Our Board has determined that all the members of the Audit Committee are financially literate pursuant to the NYSE Listing Standards, and that Roger G. Eaton is an “audit committee financial expert” as defined under SEC regulations.

Compensation & HR Committee

PRIMARY RESPONSIBILITIES

Under the terms of its charter, our Compensation & HR Committee is responsible for establishing and reviewing the overall compensation philosophy of our Company, and for evaluating and approving compensation plans, programs and levels primarily applicable to our executive officers. 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.

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The Compensation & HR Committee also oversees key human resources and human capital management initiatives, programs and processes, including:

Our Compensation & HR Committee may form one or more subcommittees and delegate certain authority to those subcommittees, 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 of this Proxy Statement. In addition, the Compensation & HR Committee Report is included under its own heading later in this Proxy Statement.

Our Compensation & HR Committee retained as its independent compensation consultant WTW (formerly known as Willis Towers Watson) (Compensation Consultant) to provide independent advice and assist in the development and evaluation of the Company’s 2021 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 the Compensation Consultant.

INDEPENDENCE

Each member of the Compensation & HR Committee 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 RESPONSIBILITIES

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:

INDEPENDENCE

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

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Governance Committee

COMPOSITION

Pursuant to our Restated Certificate of Incorporation, our Governance Committee (which is referred to in our Restated Certificate of Incorporation as the Nominating Committee) must 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 as the Independent Governance Committee Member.

PRIMARY RESPONSIBILITIES

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:

INDEPENDENCE

As a “controlled company,” we are not required 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, the Independent Governance Committee Member, is independent under the NYSE Listing Standards and our Restated Certificate of Incorporation.

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.

Meetings and Attendance

Our Board held six meetings during 2021. All directors attended at least 75% or more of the aggregate meetings of our Board and the committees of our Board on which they served during 2021, in each case during the periods that he or she served. All directors attended at least 96.5% of such Board meetings. In addition, our directors are encouraged to attend the Annual Meeting. All directors standing for re-election at such time attended the 2021 annual meeting of stockholders.

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

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Our Long-Term Family Stakeholders

Molson Coors is the proud combination of two family controlled publicly-listed companies that came together in 2005: Molson, Inc. (Molson) and Adolph Coors Company (Adolph Coors). Molson traces its roots back to 1786, making it North America’s oldest beer company, and Adolph Coors was originally founded in 1873. We believe the long history of the involvement and ownership of the Molson and Coors families is one of our greatest strengths.

Our Company continues to thrive as a result of having two dedicated family stakeholder bases with a long-term ownership perspective. Generations of Molson and Coors family members have actively served on our Board and been engaged in the business, which demonstrates their families’ interest in and commitment to the long-term success of our Company. Currently, Andrew Molson and Geoff Molson, each the sixth generation Molson family members engaged in the business, are active members of our Board of Directors. In addition, Peter H. Coors and David S. Coors are fourth and fifth generation Coors’ family members, respectively, engaged in the business and also active members of our Board, and David S. Coors and Peter J. Coors (son of Peter H. Coors and brother of David S. Coors) are also active employees in our business.

We strongly believe that the Molson and Coors family control and their long-term stewardship have provided, and will continue to provide, a strategic advantage to our Company. Historically, the family ownership structure has helped to maintain stability and mitigate certain short-term pressures typically faced by widely-held companies, which has allowed the Board and management to focus on more long-term sustainable growth that generally benefits all stockholders. This strategic advantage is sustained by a careful balancing of the roles of our Board, management, and all of our stockholders—including the Molson and Coors families. We also recognize the important role that our independent directors play in our Company. Despite our “controlled company” nature, a majority of our Board is independent and, as discussed further above, our Independent Governance Committee Member plays a crucial role in helping to ensure the interests of all directors are taken into consideration on matters, including through acting as chair of the executive sessions of solely independent directors.

The family members also play an important role in upholding our corporate culture, which has helped us to attract and retain top talent. In addition, management effectively cultivates its relationship with the Molson and Coors family members through a variety of channels, including regular Board and committee interaction, investing in future growth opportunities and supporting Molson Coors’ vision to unite people and celebrate all life’s moments.

Stockholder Engagement

Why We Engage

We believe it is essential to actively engage with our stockholders to discuss and receive feedback regarding matters of importance to them and emerging trends, including, among others, changes to continue to bolster our 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 continue to build and maintain relationships and trust with our stockholders:

conducting year-round engagement with stockholders, proxy advisory firms, and stock analysts; 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 on stockholder feedback in our periodic review and update of policies and practices.

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How We Engage

Who We Engage With

We proactively reach out twice each year to our top stockholders and other stockholders as needed, including those that requested engagement or voted against certain proposals.

What We Discussed

Our interactions with stockholders in 2021 and this year covered a broad range of topics, including the following:

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 in the past several years. Below are a few examples of the changes made based on feedback from our stockholders:

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Certain Governance Policies

Hedging, Pledging and Short Sale Policies

Under our Insider Trading Policy, directors, executive officers, 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, set forth in the Insider Trading Policy, that prohibits directors, executive officers, and other employees 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. The restriction on pledging our securities as collateral for a loan (not including margin debt) may be waived with the prior approval of the CFO and Chief Legal Officer or Deputy Chief Legal Officer, except in the case of a proposed pledge by an insider (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). Any proposed pledge by an insider must also be approved in advance by the Audit Committee as part of its risk oversight function.

The enhanced anti-pledging policy sets forth more than a dozen distinct factors that must be considered before a proposed pledging transaction may be approved. Details of outstanding pledges of our securities are included within footnotes in the “Beneficial Ownership” section 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 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 and other employees also are prohibited from engaging in short sales related to our common stock and the exchangeable shares issued by Molson Coors Canada Inc., a Canadian corporation and our wholly-owned indirect subsidiary (Exchangeco).

Political Contribution Policy

In February 2021, the Governance Committee adopted an enhanced political contribution policy that outlines the Company’s policies, procedures and philosophy regarding its political contributions and activities. The Political Contribution Policy was adopted in response to feedback received from employees and as part of the Company’s ongoing stockholder engagement. The Political Contribution 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 provides that the Company’s political spending will be aligned to a set of giving criteria that is focused on a pro-Company agenda that generally, but not exclusively, opposes increased beer taxes and restrictions on sales and marketing, and promotes marketplace transparency and industry innovation. The Political Contribution Policy also clarifies that the Company’s political spending will not be influenced by the political preferences of any individual director, officer or employee. The policy vests oversight responsibilities with the Governance Committee and places day-to-day management of the Company’s political activities with the Chief Legal & Government Affairs Officer and Vice President — Government Affairs.

Access To Our Directors

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

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Director Compensation

General

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

2021 Compensation

For 2021, directors received an annual cash retainer and an annual equity grant in the form of restricted stock units (RSUs), as shown below. Amounts paid are prorated according to dates of service.

In addition, 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.

After a review of our peer group median reference points, 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 2021.

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 of this Proxy Statement 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 the 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, 2021.

On May 27, 2021, each director received an annual equity grant of 2,528 RSUs with a grant date fair value of $57.38 per unit and an aggregate grant date fair value of $145,057. 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 27, 2024, 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.

Fees Earned or Paid in Cash Elections

For 2021, the directors made the following elections under our Directors’ Stock Plan:

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Stock Awards

Outstanding Equity Awards

The table below summarizes each director’s outstanding RSUs and DSUs as of December 31, 2021.

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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 contractual relationships with the Montréal Canadiens and Gestion evenko. Geoffrey E. Molson, a member of our Board, and Andrew T. Molson, our Vice 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, L’Équipe Spectra and Gestion evenko. Geoffrey E. Molson is also the President and CEO of CH Group Limited Partnership. In 2021, we made payments totaling approximately CAD $12.6 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 $805,900 to us according to the terms of our agreements and purchased our products in the ordinary course of business. In 2021, we made payments totaling approximately CAD $165,000 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, are reviewed at least annually by the Audit Committee, 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, 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 2021, we made annual pension payments of approximately CAD $18,492 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 a partner and the Chairman of RES PUBLICA, and Geoffrey E. Molson is a member of its board of directors. In 2021, we made payments to NATIONAL Public Relations totaling approximately CAD $160,900 for strategic public relations services, and payments to RES PUBLICA totaling approximately CAD $1,700 for strategic public relations services. The business relationship has been in place for many years, is reviewed at least annually by the Audit Committee, 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

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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) are employed by the Company. In 2021, Peter J. Coors received compensation in the ordinary course of business of approximately $270,000, 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 of this Proxy Statement for a description of Peter H. Coors’ and David S. Coors’ compensation in their respective roles as directors of our Company and for David S. Coors’ compensation as a non-executive employee.

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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.

Age 59 President and CEO of Molson Coors since September 2019	GAVIN D.K. HATTERSLEY
	BUSINESS EXPERIENCE: See page 17.

Age 55 CFO of Molson Coors since November 2016	TRACEY I. JOUBERT
	BUSINESS EXPERIENCE: Prior to her current role, Ms. Joubert served as the CFO 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. Ms. Joubert has served as director of JELD-WEN Holding, Inc. (NYSE: JELD), a publicly-traded global manufacturer and distributor of windows, doors, and other building products, since 2021. She previously served as a director of Cooper Tire & Rubber Company (NYSE: CTB) from 2017 to 2021. 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.

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Age 45 Chief Legal and Government Affairs Officer of Molson Coors since December 2021	ANNE-MARIE W. D’ANGELO
	BUSINESS EXPERIENCE: Prior to joining Molson Coors, Ms. D’Angelo served as Executive Vice President, General Counsel and Corporate Secretary for NiSource (NYSE: NI), an energy holding company, from January 2021 to December 2021, and as Senior Vice President, General Counsel and Corporate Secretary from 2019 through January 2021. Before joining NiSource, Ms. D’Angelo served as General Counsel and Corporate Secretary of Global Brass and Copper Holdings from 2017 to August 2019. Prior to joining Global Brass and Copper Holdings, Ms. D’Angelo also spent nearly 13 years at McDonald’s Corporation serving in various roles of increasing responsibility. She began her career at a midsize Chicago law firm practicing commercial real estate and corporate law. Ms. D’Angelo serves on the Legal Advisory Board for Catholic Charities and is an active member of the Hispanic National Bar Association.
	EDUCATION: Ms. D’Angelo holds a juris doctor from the University of Notre Dame Law School and a bachelor’s degree in English from the College of the Holy Cross.

Age 49 President, Emerging Growth since November 2019	PETER MARINO
	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 November 2019. He served as Chief Public Affairs and Communications Officer for MillerCoors from September 2014 to November 2019, 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.

Age 44 Chief Marketing Officer since November 2019	MICHELLE ST. JACQUES
	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 of increasing responsibilities 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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Age 45 President and CEO of Molson Coors Europe since January 2022	SERGEY YESKOV
	BUSINESS EXPERIENCE: Prior to his current role, Mr. Yeskov served as Managing Director-Central and Eastern Europe from January 2020 to December 2021. Mr. Yeskov served as President and CEO of Molson Coors International from January 2018 to December 2019. He also served as Chief Sales and Commercial Officer at Molson Coors Canada from January 2017 to December 2017 and as Regional President of Croatia, Bosnia, Slovenia / General Manager of Zagrebacka Pivovara from December 2009 to December 2016. Prior to joining Zagrebacka Pivovara, he held a number of positions in breweries owned by Anheuser-Busch InBev.
	EDUCATION: Mr. Yeskov holds a Masters of Business Administration degree from the IEDC - Bled School of Management, an Engineering degree from the National Aerospace University -‘Kharkiv Aviation Institute’, and a bachelor’s degree in International Economics from Kharkiv State Economics University.

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Proposal No. 2 — Advisory Vote to Approve Named Executive Officer Compensation (the Advisory Say-on-pay Vote)

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 and the “Executive Compensation” section of this Proxy Statement. 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

This CD&A describes our executive compensation programs and practices and explains how the Compensation & HR Committee considers performance when making compensation decisions. This discussion focuses on the compensation provided to our NEOs, who for 2021 were:

Gavin D.K. Hattersley	Tracey I. Joubert	Michelle St. Jacques	Peter J. Marino	Simon J. Cox	E. Lee Reichert
President and CEO of Molson Coors	CFO of Molson Coors	Chief Marketing Officer (CMO) of Molson Coors	President of Emerging Growth	Former President and CEO of Molson Coors Europe(1)	Former Chief Legal & Government Affairs Officer and Secretary of Molson Coors(2)

The decisions described in this CD&A were made in the normal course in early 2021. We did not make any mid-cycle adjustments to incentive plan performance targets or use discretion to adjust payouts 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 two primary focus areas are (i) to be the first choice for our people, consumers and customers strategy, and (ii) execution against our revitalization plan, which we have steadily pursued since it was announced in October 2019. The revitalization plan focuses on the following five pillars:

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Our business strategy involves delivering against our revitalization plan and using a balanced focus on both top- and bottom-line performance with a goal of achieving sustainable growth. Our annual incentive program, the Management Incentive Compensation Plan or MCIP, supports this strategy by incorporating two bottom-line metrics, with each weighted 25%: Adjusted Underlying Income Before Income Taxes and Adjusted Underlying FCF; and two top-line metrics, with each weighted 25%: Adjusted NSR and Adjusted NSR / HL.

Capital allocation within our business has long been guided by prudent investments that are designed to grow stockholder value over the medium to long-term. To maintain a disciplined, consistent approach, the Company uses PACC across the business and we historically included PACC as a metric in our long-term incentive plan (LTIP) for our PSUs, along with Relative TSR and Cumulative NSR, which further aligns our compensation program with the interests of our stockholders.

Starting in 2022, we expect to replace PACC with Adjusted Underlying Income Before Income Taxes as a metric in our PSUs, while maintaining Relative TSR and Cumulative NSR as metrics, with each being independent measures weighted as follows: Relative TSR – 50%, Cumulative NSR – 25%, and Adjusted Underlying Income Before Income Taxes – 25%. In addition, in 2022, PSU payouts for long-term Company achievement of Cumulative NSR or Adjusted Underlying Income Before Taxes will no longer be contingent on threshold performance on Relative TSR, which approach emphasizes the importance of delivering against the Company’s revitalization plan ambition to focus on sustainable top- and bottom-line growth. Even though PACC is still expected to play an important role for the Company in making business and capital allocation decisions, we believe that Adjusted Underlying Income Before Income Taxes provides a more direct tie to employee performance as employees are better able to understand how their actions can effectuate improvements in this metric.

Linking Compensation to Performance

In 2021, we achieved the following Enterprise MCIP results on the metrics for our short-term incentive plans:

These results produced an overall Enterprise MCIP payout at 95% of target. As discussed below under “Annual Incentives (MCIP),” certain of our NEOs earn short-term incentive payouts based on the results of particular business segments rather than the entire company. The Americas MCIP payout was at 96% of target and the EMEA&APAC MCIP payout was at 91% of target.

The three-year PSUs granted in 2019 did not pay out in 2021 because our performance was below the threshold performance target levels for the period. Therefore, none of the value reported in the summary compensation table for 2019 for PSUs was realized.

Effective December 31, 2021, we changed the name of our North America reporting segment to Americas and our Europe reporting segment to EMEA&APAC to better reflect the geographic locations encompassed within the reportable segments.

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2021 CEO Realizable Pay Versus Adjusted Underlying Performance

As mentioned above, variable incentive metric performance was mixed for MCIP and LTIP-PSUs in 2021. The overall Enterprise MCIP for 2021 paid out at 95% of target, but the 2019 to 2021 PSU awards did not pay out.

Realizable pay for Mr. Hattersley for 2021 was $7.14 million against a target value of $8.04 million — or approximately 89% of target. Realizable pay for this comparison includes base salary, actual non-equity incentive plan payments, intrinsic value for stock options granted in 2021, RSUs granted in 2021 valued at the stock price of December 31, 2021, and PSUs granted in 2021 assuming target-level PSU performance, valued at the stock price of December 31, 2021.

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.

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Executive Compensation Governance Practices

What We Do		What We Don’t Do
	Tie a significant portion of compensation to performance		Have an executive compensation program that encourages excessive risk taking
	Use a balance of short and long-term incentive awards with diverse performance metrics for both		Re-price stock options without stockholder approval
	Award incentive compensation subject to an enhanced clawback policy		Provide excise tax gross-ups to executives
	Consider peer group and comparable industry data in setting compensation		Pay cash dividends on unvested RSUs or PSUs
	Establish significant executive and director stock ownership guidelines and evaluate compliance annually		Allow hedging of Company stock
	Retain an independent compensation consultant		Award excessive perquisites
	Actively engage with investors regarding executive compensation and governance practices		Offer excessive change in control or severance benefits
	Starting in 2022, 10% of the short-term incentive awards for the Molson Coors Leadership Team, representing approximately the top 100 senior leaders in our organization, will be based on an ESG scorecard composed of certain quantitative ESG metrics

Executive Compensation Philosophy

Our objective is for our executive compensation programs to support our business needs while being competitive in an ever-changing marketplace. To that end, our executive compensation programs follow certain core principles that we believe enable us to attract and retain the leaders who will effectively develop and execute our business strategy. The Compensation & HR Committee regularly reviews these principles to ensure they meet our strategic objectives.

In designing compensation programs and setting compensation levels, we apply the following principles:

Pay for Performance Compensation mix

We pay for performance by ensuring that a significant portion of compensation for our executives is “at-risk.” As executives progress in the Company and assume more responsibility, the percentage of at-risk performance-based pay awarded to them increases. Consistent with our pay philosophy and in line with the compensation awarded at companies in our peer group, our NEOs’ annual target total direct compensation (TDC) (consisting of base salary, target annual incentive and target long-term incentive) is structured so that approximately 86% of the CEO’s compensation and approximately 73% of the other NEOs’ compensation consists of annual and long-term elements that are at-risk and vary with financial and TSR performance.

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2021 TARGET COMPENSATION MIX*

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

Market Competitiveness

We have a global philosophy and process for setting base salaries, annual incentive opportunities and equity grant targets for our NEOs and other top executives. Generally, we set benefits and perquisites to reflect the home country practice and applicable law.

Each year, the Compensation & HR Committee reviews the competitiveness of our compensation program and of the program’s individual elements. For 2021, the Compensation & HR Committee used information regarding a peer group of 20 companies together with survey data from other companies in the consumer products industry to assess the competitive levels for each element of the NEOs’ compensation and, when appropriate, for perquisites and benefits.

The Compensation & HR Committee, in consultation with the independent Compensation Consultant, selected the 2021 peer group so that our annual revenue would fall near the median of the peer group’s annual revenue. This was the same approach that was used in selecting the Company’s 2020 peer group. The Compensation & HR Committee also selected the peer group based on consideration of the following similarities:

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Our 2021 peer group consisted of the following companies:

Strategically Chosen Compensation Elements

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

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Oversight of Executive Compensation Programs

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

Roles And Responsibilities

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Components of Executive Compensation and 2021 Executive Pay Outcomes

This section describes the key elements of our executive compensation program and the 2021 awards to our NEOs.

Base Salary

We use base salary to provide fixed compensation that is meant to be competitive with our peers. For 2021, the Compensation & HR Committee approved the following salaries and adjustments for the NEOs other than Mr. Hattersley, whose salary was approved by our Board based upon the Compensation & HR Committee’s recommendation.

Annual Incentives (MCIP)

2021 MCIP Target Awards

Target awards for the NEOs are expressed as a percentage of base salary. The following table shows, for each NEO, the target award, which business unit results are considered, and whether individual performance is considered and, at what proportion.

For NEOs other than the CEO, individual goals measure performance against specific job initiatives and carry a 25% weight of their respective total MCIP targets. For 2021, individual goals for NEOs were consistent with the second year of the revitalization plan and its focus on driving sustainable top- and bottom-line growth while evolving from a beer to a beverage company, which included, but are not limited to:

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To help ensure that NEOs maintain a focus on the organization as a whole, there are no payouts under the MCIP for achievement of individual goals unless threshold performance is achieved at the Company or applicable business segment level. In other words, if the Company or business segment component does not pay out for a particular NEO, that executive’s individual component will not pay out either, regardless of individual achievements. Conversely, if there is a payout on an NEO’s Company or business unit component, that payout will also affect the NEO’s individual payout, if any.

The individual goal multiplier for each NEO other than the CEO is recommended by the CEO to, and then approved by, the Compensation & HR Committee, based on an assessment of each NEO’s performance against his or her individual goals for the year.

2021 MCIP Performance Metrics

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

2021 MCIP Performance Goals and Results

For the NEOs, performance on each metric was measured against a predetermined scale of threshold, target and maximum performance levels for the enterprise or the relevant business unit. Adjusted NSR and Adjusted NSR / HL are assessed both individually and together; we must achieve at least threshold performance on both metrics before either can pay out. Below are the performance goals at the Enterprise, Americas and EMEA&APAC levels and the corresponding adjusted underlying results and payout percentages for 2021.

2021 MCIP ADJUSTED UNDERLYING RESULTS⁽¹⁾

Enterprise

Business Segment — Americas

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Business Unit — EMEA&APAC

Final 2021 MCIP Awards

The following table summarizes the calculation of final 2021 MCIP awards for our NEOs after review by the Compensation & HR Committee (and our Board in the case of our CEO 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 2021 performance assessment against individual goals. The “Grants of Plan Based Awards” table provides information on each NEO’s threshold, target and maximum MCIP award.

The Compensation & HR Committee maintains discretion and control over MCIP award payouts to ensure the final awards are reasonable relative to performance.

Long-Term Incentives (LTIP)

We use our LTIP to provide variable compensation in the form of equity to reward executives for achieving long-term results that align with our stockholders’ interests.

Under our LTIP, we grant executives three types of awards: PSUs, RSUs and stock options. Each NEO is awarded an aggregate LTIP value, which is allocated among the three types of awards (as shown below). For 2021, we continued with our 2020 mix of awards to provide a balance of performance-based and time-vesting compensation. 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.

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LTIP Allocation

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

The total target value of these LTIP awards granted to the NEOs in 2021 is shown below. The number of PSUs, RSUs and stock options making up those awards are detailed in the “Grants of Plan Based Awards” table.

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

PSUs or Performance Equity

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

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 2021 to 2023 PSU awards, our Company must exceed its PACC target by more than $728 million, exceed its Cumulative NSR target by more than $1,330 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 $728 million of target, Cumulative NSR within $1,330 million of target, and Relative TSR at or above the 25^th percentile.

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RSUs

Stock Options

Long-Term Incentive (LTIP) Results

2019 to 2021 PSU Payout Results

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Company performance with respect to each metric for the three-year performance period and the resulting Company performance score are set forth in the table below.

The performance set forth above resulted in no payouts under our PSUs for the 2019-2021 performance period, which we believe is an appropriate outcome in light of our commitment to pay for performance. The Compensation & HR Committee made no adjustments to the performance metrics above.

Perquisites

We provide certain limited perquisites to our executives, which we believe are appropriate and competitive. These perquisites are described in the narrative following the “Summary Compensation Table”. The Compensation and HR Committee annually reviews perquisites and other executive benefits to ensure that they are reasonable and consistent with our executive compensation philosophy.

Retirement and Other Post-termination Benefits

Retirement

Messrs. Hattersley, Marino and Cox, and Ms. Joubert participate in various pension plans where benefits were frozen prior to 2010.

Details regarding the operation of our retirement and pension plans are provided in the narrative following the “Pension Benefits” table.

Deferred Compensation

Change in Control and Severance

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Additional Information Regarding Executive Pay

Governance of Equity Grant Process

The Compensation & HR Committee generally evaluates and approves annual equity grants at or about the same time as it determines and approves annual salary adjustments and annual incentive payouts. Annual equity grants typically are made in late February or early March at a special meeting of the Compensation and HR Committee (for the NEOs other than the CEO) and a special meeting of the Board (in the case of the CEO).

Individual recognition equity awards may be granted at other times during the year, typically on the first trading day of a month, related to special circumstances, such as acquisitions, establishment of joint ventures, promotions, extraordinary performance, retention and other events. Awards of stock options, RSUs or other equity incentives to new executive officers typically occur at the time the individual joins the organization or first becomes an officer.

Equity awards made to NEOs during 2021 are further described under the header “Long-Term Incentive (LTIP) Results”. These awards are also reflected in the relevant compensation tables.

Stock Ownership Guidelines

We have stock ownership guidelines for our executives because we believe it is important for the leadership team to have a meaningful stake in the Company to further align management’s interests with those of our stockholders. Under the guidelines, executives must accumulate shares and share equivalents having a market value equal to a prescribed multiple of annual salary shown below.

Recovery of Awards (Clawback)

We adopted an enhanced executive compensation 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, executive members of the CEO’s leadership team, and certain other employees designated by the 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. The Compensation & HR Committee continues to monitor evolving trends regarding clawback policies, including the proposed rules based on the requirements pursuant to the mandate of Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as amended (Dodd-Frank).

We also negotiate payback terms for certain items in executive offer letters, such as sign-on bonuses and relocation expenses.