UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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MOLSON COORS BEVERAGE COMPANY

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				P.O. Box 4030 NH353 Golden, Colorado 80401 USA			1555 Notre Dame Street East Montreal, Quebec, Canada H2L 2R5
Andrew T. Molson Chair		Peter H. Coors Vice Chair		P.O.Box4030 NH353 Golden,Colorado80401 USA		1555NotreDameStreetEast Montréal,Québec, H2L2R5 Canada

Dear Fellow Molson Coors Beverage Company Stockholders,

You are invited to attend our 20202021 Annual Meetingof Stockholders (Annual Meeting), which will be heldon Wednesday, May 20,26, 2020,2021, at 11:00 a.m., MountainEasternDaylight Time. Traditionally, Molson Coors Beverage Company (MolsonCoors, Company, MCBC, we, us or our) alternates its annual meetings between its two principal executive offices in Montreal,Montréal, Quebec,Québec, and Golden, Colorado. However, this year, the Annual Meeting will be held entirely online live via audio webcast due to the public health impact of the coronavirus outbreak (COVID-19) and to support the health and well-being of our directors, employees, stockholders and other stakeholders. If you are a stockholder of Molson Coors, you will be able to attend and participate in the Annual Meeting online by visiting www.virtualshareholdermeeting.com/TAP2020.TAP2021. If you are a holder of the Class A or Class B exchangeable shares issued by Molson Coors Canada Inc., a Canadian corporation and our wholly-owned indirect subsidiary (Exchangeco), you will be able to attend and participate in the Annual Meeting online by visiting www.virtualshareholdermeeting.com/TPX2020.TPX2021. In each case, you will be able to listen to the Annual Meeting live, submit questions, and vote. We intend to return to alternating annual meetings between our two principal executive offices in Montreal,Montréal, Quebec,Québec, and Golden, Colorado next year.year,assumingitissafetodoso.

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

elect our Board of Directors (our Board);Directors;

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

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

ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020.2021.

We will also review our progress during the past year and discuss any new business matters properly brought before the Annual Meeting. The attached 20202021 Notice of Annual Meeting and Proxy Statement explains our voting procedures, describes the business we will conduct at the Annual Meeting, and provides information about our Company that you should consider when you vote your shares.

Introduction

The first quarter ofyear 2020 was a year unlike any other in our Company’s long history. On February 26, 2020 our Company experienced an unthinkablehistory from the unimaginable tragedy at our Milwaukee Brewery. Brewery in February to a global pandemic that had not been seen in about 100 years. While these unprecedented events had a significant impact on our performance, they also united us, further strengthening our commitment to executing our revitalization plan aimed at driving top-line growth and enhancing operational efficiencies.

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

As a result, we have dramatically improved our operating and cost structure, which has made us more agile and better able to navigate these challenging times. Given the operating environment, we are still grieving the lossproud of our colleagues2020 performance, which demonstrates incredible progress against our revitalization plan and

friends and have slowly begun the long process of healing as we try to make sense of what happened and get back to business.

Simultaneously, like every other global business, we find ourselves in uncharted territory when it comes to the global pandemic COVID-19. We had a pandemic action plan in place and with the outbreak of COVID-19, we established cross-functional crisis management and business continuity teams to ensure the safetyresilience of our people and to make any necessary adjustments to our marketing plans, sales practices and supply chain operations. These teams are leading us through a series of steps designed to protect our employeesCompany and our business operations, based on the guidance of federal, state, local and provincial public health experts.people.

These two events will forever change the culture and trajectory of our Company. Yet throughout these challenges, we have received an outpouring of support from our distributors, fellow brewers, friends, and neighbors in all our hometown communities, and our people have persevered and rallied together to support one another and our business. This is why we are optimistic about the future and our purpose of brewing beverages that unite people for all of life’s moments.

20192020 Company Performance⁽¹⁾

Across Molson Coors, during 2019, we deliveredThe coronavirus pandemic had a significant impact on our 2020 financial results that demonstratedperformance primarily due to on-premise restrictions and lockdowns. Our Europe business was the most impacted, particularly in the U.K. where our commitment to deleveragebusiness skews heavily towards on-premise, and bottom line performance. Our integration work streamsdrove top and revitalization plan delivered foundational work that we believe will drive future productivity and savings, while allowing us to invest across our portfolio to drive top line improvement and long-term, sustainable success.

Despite headwinds and continued volumebottom-line declines in 2019, we grew net sales revenue per hectoliter and improved our mix, delivered strong free cash flow and cost savings, reduced our debt and started making progress toward premiumizing and modernizing our portfolio.for the year. As described in our Annual Report on Form 10-K filed on February 12, 202011, 2021⁽²⁾, net sales revenue decreased 1.8%8.7%, and diluted earnings per share was $1.11, down 78.4% versus the prior year. Net incomewe recorded a net loss attributable to MCBC decreased versus the prior year largely due to aggregate goodwill and intangible assetMolson Coors Beverage Company of $949 million driven by a $1.5 billion non-cash impairment charges of approximately $692 million primarilycharge related to our Canada reporting unit.Europe operations.

But this does not tell the whole story. In 2019,2020, we remained focusedgrew net sales revenue per hectoliter on a brand volume basis and improved our mix, delivered strong operating cash flow and cost savings, deliverysignificantly reduced our debt and deleveragemade great progress in advancing the objectives of our revitalization plan.

We continued to maintainbuild on the strength of our investment-grade debt ratings. Additionally, we announced a revitalization plan in the fourth quarter focused on returning Molson iconic core, with MillerLite and Coors to consistent top lineLight achieving strong off-premise growth which provides the most sustainable source of profit growth over the medium to long term. As part of the plan, the Company moved from a corporate center and four business units (MillerCoorssegment share gains in the U.S., Molson Coors Canada, Molson Coors Europeour largest market.

Our above premium portfolio reached a record share of our portfolio on a financial brand volume basis in constant currency in the U.S. in the second half of 2020 driven by key innovations. We had great success with BlueMoonLightSky and Molson doubled our share of the rapidly growing hard seltzer category with the launch of Vizzy and Coors International)Seltzer. We also signed an exclusive agreement with The Coca-Cola Company to two streamlined business units – North America and Europe.The plan is designedbring TopoChicoHardSeltzer to streamline the Company, allow us to move faster and free up resources to investU.S., which began in March 2021. Through our brands and capabilities. Capital allocation within our business continuesstrong portfolio of diversified hard seltzers, we are positioning ourselves to be guided by our Profit after Capital Charge (PACC) approach, as we seek to deliver total shareholder returns.

Across our business, we continued to focus on portfolio premiumization. Above-premium brand volumes as a percentage of total brand volumes increased year-over-year and represented over 20% of our total annual brand volumes.

Sustainability at Molson Coors, or Our Beer Print, is the way we approach corporate responsibility and the right way to grow our business. Our Beer Print is integral to our efforts to build long-term value for society and our stockholders, while leaving a positive imprint on our communities, environment and business. Our Board is committed to seeing that we continue to live up to these responsibilities through Our Beer Print 2025 strategy. We continuously work to help consumers optimize their enjoyment of our products by promoting responsible drinking, providing nutritional information and driving innovationmeaningful player in great-tasting low- and no-alcohol products. We are focused on achieving water efficiency in our breweries and our agricultural supply chain and have set ambitious science-based targets for reducing absolute carbon emissions. We are also striving to ensure that every one of our major manufacturing and brewing facilities achieves zero waste to landfill. Molson Coors has been recognized on the Dow Jones Sustainability North America Index for nine consecutive years for our sustainability performance.this important category.

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

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

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

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

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

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

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

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

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

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

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

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

The Annual Meeting

We hope you will be able to attend the Annual Meeting online. Whether or not you plan to attend online, your vote is important to us. We urge you to review our proxy materials and promptly cast your vote by telephone, via the internet, or mark, sign, date and return the proxy/voting instruction card in the envelope provided, so that your shares will be represented and voted at the Annual Meeting even if you cannot attend online. You will also be able to vote your shares electronically during the Annual Meeting. Details about how to attend the Annual Meeting online and how to submit questions and cast your votes are posted at www.virtualshareholdermeeting.com/TAP2020TAP2021, with respect to stockholders of Molson Coors, and www.virtualshareholdermeeting.com/TPX2020TPX2021, with respect to holders of the Class A or Class B exchangeable shares issued by Exchangeco, and can be found in the Proxy Statement under the heading “Questions and Answers.”

Thank you for your support of our Company.

Sincerely,

Andrew T. Molson Chair	Peter H. Coors Vice Chair
April2,2020

April8,2021

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20202021 Notice of Annual Meeting of Stockholders

Wednesday, May 20, 202026, 2021

11:00 a.m., MountainEastern Daylight Time

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

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

Recorddate April 1, 2021

The Annual Meeting will be held entirely online live via audio webcast due to the public health impact of the coronavirus outbreak (COVID-19) and to support the health and well-being of our directors, employees, stockholders and other stakeholders. If you are a stockholder of Molson Coors, you will be able to attend and participate in the Annual Meeting online by visiting www.virtualshareholdermeeting.com/TAP2020TAP2021. If you are a holder of the Class A or Class B exchangeable shares issued by Exchangeco, you will be able to attend and participate in the Annual Meeting online by visiting www.virtualshareholdermeeting.com/TPX2020TPX2021. In each case, you will be able to listen to the Annual Meeting live, submit questions, and vote.

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

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

Record Date

Stockholders of record at the close of business on March 26, 2020April 1, 2021 (Record Date) are entitled to receive notice of, and to vote at, the Annual Meeting and any and all adjournments or postponements thereof.

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

Notice of Internet Availability of Proxy Materials

We will begin mailing a Notice of Internet Availability of Proxy Materials for the Annual Meeting on or about April 2, 20208, 2021 containing instructions on how to access our proxy materials and vote online. Our Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 20192020 (Annual Report or Form 10-K) can be accessed by following the instructions in the Notice of Internet Availability of Proxy Materials.

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Proxy Voting

We hope you will be able to attend the Annual Meeting online. Whether or not you plan to attend online, your vote is important to us. We urge you to review our proxy materials and promptly submit your proxy/voting instructions by telephone or via the internet, or mark, sign, date and return the proxy/voting instruction card in the envelope provided, so that your shares will be represented and voted at the Annual Meeting, even if you cannot personally attend online. You may also vote your shares online, and submit your questions during the Annual Meeting. Details about how to attend the Annual Meeting online and how to submit questions and cast your votes are posted at www.virtualshareholdermeeting.com/TAP2020TAP2021, with respect to stockholders of Molson Coors, and www.virtualshareholdermeeting.com/TPX2020TPX2021, with respect to holders of the Class A and/or Class B exchangeable shares issued by Exchangeco, and can be found in the Proxy Statement under the heading “Questions and Answers.”

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

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

Dated: April 2, 20208, 2021

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

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Proxy Statement

OurThe Board of Directors (Board) is furnishing this Proxy Statement in connection with the solicitation of proxies for use at the Annual Meeting, which will be held at 11:00 a.m., MountainEastern Daylight Time, on Wednesday, May 20, 2020,26, 2021, online at www.virtualshareholdermeeting.com/TAP2020TAP2021, with respect to stockholders of Molson Coors, and www.virtualshareholdermeeting.com/TPX2020TPX2021, with respect to holders of the Class A and/or Class B exchangeable shares issued by Exchangeco. The proxies may also be voted at any adjournments or postponements of the Annual Meeting. The Annual Meeting will be a completely virtual Annual Meeting, which will be conducted via live audio webcast. You will be able to attend the Annual Meeting online and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/TAP2020TAP2021, if you are a stockholder of Molson Coors, and www.virtualshareholdermeeting.com/TPX2020TPX2021, if you are a holder of the Class A and/or Class B exchangeable shares issued by Exchangeco, and, in each case, entering your 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials. Only stockholders with a valid 16-digit control number will be able to attend the Annual Meeting and vote, ask questions and access the list of stockholders as of the close of business on the Record Date for the Annual MeetingMeeting.. The proxies may also be voted at any adjournments or postponements of that Annual Meeting.

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

We will begin mailing a Notice of Internet Availability of Proxy Materials for the Annual Meeting, containing instructions on how to access our proxy materials and vote online, on or about April 2, 2020.8, 2021.

ADVANCED VOTING METHODS

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

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

VIA THE INTERNET PRIOR TO THE ANNUAL MEETING Visit the website listed on your proxy/voting instruction card	BY TELEPHONE Call the telephone number listed on your proxy/voting instruction card	BY MAIL Sign, date and return your proxy/voting instruction card in the enclosed envelope
All properly executed proxies delivered by mail, and all properly completed proxies submitted via the Internet or by telephone that are delivered pursuant to this solicitation, will be voted at the Annual Meeting in accordance with the directions given in the proxy, unless the proxy is properly revoked prior to completion of voting at the Annual Meeting.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON MAY 20, 202026, 2021 The Notice of Annual Meeting, this Proxy Statement and the Annual Report are available at www.proxyvote.com.

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Proxy Summary

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

Overview of Voting Matters and Board Recommendations

Proposal	Recommendation	Page of Proxy
Election of 14 director nominees (Proposal No. 1)	FOR all director nominees	1315
Advisory approval of executive compensation (Proposal No. 2)	FOR	4043
Approval of the amendment and restatement of the Molson Coors Beverage Company Incentive Compensation Plan (Proposal No. 3)	FOR	71
Ratification of appointment of PwC as our independent registered public accounting firm for the fiscal year ending December 31, 20202021 (Proposal No. 3)4)	FOR	7079

 

Corporate Governance Highlights — Page 2325

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

 

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

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

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

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

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

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

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

Ongoing review and assessment of Board refreshment matters;

Adoption of an age 72 retirement policy for independent directors;

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

Annual election of all directors;

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

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

Active stockholder engagement;

Meaningful director and executive officer stock holdingownership requirements;

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

Adoption of an enhancedRobust anti-pledging policy in 2019 and prohibition on hedging and short sales;

ClawbackExecutive compensation clawback policy; and

Majority independent Board.

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20202021 NOMINEES FOR CLASS B DIRECTORS

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20192020 Compensation Highlights — Page 4144

Our business strategy drives our compensation philosophy and the choices we make as a business. Our primary focus is our First Choice for our people, consumers and customers strategy and earning more, using lessdelivering against the revitalization plan announced in October 2019, which focuses on five pillars: (i) building on the strength of our iconic core brands, (ii) aggressively growing our above premium portfolio, (iii) expanding beyond the beer aisle, (iv) investing in our capabilities, and investing wisely by utilizing(v) supporting our Profit after Capital Charge (PACC) model. We earn more through our commercial excellence initiatives, which premiumize our portfolio globallypeople and drive disruptive growth. By using less we protect our bottom-line performance, delivering cost savings and improving productivity through our shared services model and world-class supply chain improvements. Finally, investing wisely enables us to deliver our deleverage commitments allowing us to return cash to stockholders, and strengthens our business through brand led growth opportunities.communities.

Our business strategy involves delivering against our revitalization plan and using a balanced focus on both the bottombottom- and top-line,top-lines, and is supported by our annual incentive program (Molson Coors Incentive Plan or MCIP) that incorporates two bottom-line metrics and two top-line metrics, each weighted 25%. The bottom-line metrics for 20192020 were Adjusted Underlying Pretax Income and Adjusted Underlying Free Cash Flow (FCF), and the top-line metrics were VolumeAdjusted Net Sales Revenue (NSR) and Adjusted Net Sales Revenue per Hectoliter (NSR / HL)., each as further defined on page 52; both of the revenue metrics must achieve at least threshold to achieve a payout on either. The combination of these four metrics incentivizes our executive team to focus every day on growing the top-line, earning more, using less and investing wisely.

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

 

20192020 Annual Incentive (MCIP) Metric (Weight)(1)	20192020 MCIP CompanyEnterprise Performance Multiplier(2)	20192020 Highlights(3)
Adjusted Underlying Pretax Income (25%)	0%	Adjusted Underlying Pretax Income decreased 3.9% vs. 2018
NSR / HL (25%)	116%	NSR / HL on a brand-volume basis increased 2.9% vs. 2018
Underlying FCF (25%)	106%	Adjusted Underlying Pretax Income was lower than 2019, as set out in our revitalization plan, but finished 2020 slightly above Target
Adjusted Underlying FCF (25%)	145%	We delivered nearly $1.4$1.3 billion of Underlying FCF
VolumeAdjusted NSR (25%)	52%0%	Worldwide Brand Volume decreased 3.5% and Financial Volume declined 4.0%(3)7.8% vs. 20182019, causing NSR to finish below the threshold for a payout(4)
Adjusted NSR / HL (25%)	0%	NSR / HL on a constant currency brand volume basis increased 1.1% vs. 2019 (Performance Multiplier is zero due to NSR performance)
TOTAL 20192020 MCIP ENTERPRISE PAYOUT	69%63%

 

 

20172018 to 20192020 PSU Metric	20172018 to 20192020 PSU Performance Multiplier(2)	20172018 to 20192020 Highlights
PACC	0%	We did not achieve our 2017-2019 target,2018-2020 threshold performance, though PACC continues to be the key driver for our cash and capital allocation strategy
Relative TSR	70%	Relative TSR over the three-year performance period was in the 7th9th percentile relative to the companies in the S&P 500 Index (S&P 500)
TOTAL 20172018 TO 20192020 PSU PAYOUT	0%
(1) Performance measures, with the exception of Relative TSR, are adjusted GAAP or non-GAAP, as defined on pages 5052 and 5254, and adjusted for changes in foreign currency movement versus the comparable period. (2) See further information about our MCIP and actual performance beginning on page 4951 and for LTIP beginning on page 51.53. (3) The 2020 Highlights do not contemplate the adjustments required for the MCIP metrics. (4) See further information on Financial Volume and Worldwide Brand Volume starting on page 42 of our Form 10-K.

2019 was a challenging year for our Company. However, despite significant headwinds and continued volume declines, we grew NSR/HL and improved our mix, delivered strong Underlying FCF flow, reduced our debt, maintained our investment-grade rating, and started making progress toward premiumizing and modernizing our portfolio. In the fourth quarter of 2019, we announced a revitalization plan designed to get the Company back to consistent topline growth by streamlining the Company, allowing us to move faster and to free up resources to invest in our brands and capabilities.

Starting with the 2019 to 2021 PSUs, we changed the PSU performance metrics by placing a greater emphasis on Relative TSR and including cumulative NSR. This aligns one of the largest components of our executive pay program to our shareholder return and increases our focus on top-line performance in comparison to prior years. Further details on these changes can be found on page 52.

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Proposal Snapshot

What am I voting on?

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

Voting Recommendation:

Our Board recommends a vote FOR each director nominee.

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

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

3 directors to be elected by the Class B Holders.

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

For more information on the nomination of our Class A directors and Class B directors, please refer to “Nomination Process” section beginning on page 27.30.

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

Betty DeVitaIain J.G. Napier was not re-nominated to servefor election as a director, as she expressedhe indicated his decision to retire immediately following the Annual Meeting pursuant to the Nominating Committee her desire to explore other board opportunities better aligned with her fintech, digital and financial services/payments background and expertise.Board’s retirement age policy.

Each of the director nominees has consented to serve if elected. If any nominee becomes unavailable to serve as a director, a substitute nominee may be designated. In that case, the persons named as proxies will vote for the substitute nominees designated.

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20202021 NOMINEES FOR CLASS A DIRECTORS

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PETER H. COORS
Age 7374 Director of Molson Coors since: 2005 Vice Chair since: May 2019		Biography:
		Mr. Coors retired as an employee of Molson Coors effective December 31, 2019. He served as our Chief Customer Relations Officer (CCRO) from October 2016 to December 2019 and served as Chairman of the Board of Directors of MillerCoors from July 2008 until we acquired full ownership of MillerCoors in 2016. He currently serves as a trusteeour Vice Chair of the Board and is Co-ChairmanChair of the Governance Committee. He serves on the Board of Directors of Adolph Coors Company LLC, the trust holding company serving as trustee of the Adolph Coors Jr. Trust (Coors Trust) and other Coors’ family trusts. Mr. Coors is Chairman of the Trust Committee of the Coors Trust and trustee of various other Coors’ Family Trust Committees. He is also the President of the Adolph Coors Foundation, a family charitable foundation and a manager of Keystone Inc.,Holdings LLC, the holding company for CoorsTek and other Coors’ family owned businesses. He has also been a director of Energy Corporation of America since 1996. Since joining our Company in 1971, he has served in a number of different executive and management positions for Adolph Coors Company, Coors Brewing Company and Molson Coors. He has served Coors Brewing Company, our wholly owned subsidiary, as Chairman of the board of directors since 2002, as a director since 1973, and as the Chief Executive Officer from 1992 to 2000. He also served Adolph Coors Company, as chief executive officer from 2000 to 2002 and as chairmanChairman of the board from 2002 to 2005. At various times since 2005, Mr. Coors has served as the Chair and Vice Chair of our Board. Mr. Coors also serves on numerous community and civic boards, including the American Enterprise Institute, the National Western Stock Show, ACE Scholarships, Colorado Concern, Colorado Succeeds, and as trustee emeritus of the Denver Area Council of the Boy Scouts of America.
		Committee Assignment: • Nominating	Skills and Qualifications:
		• Governance (Chair)	• Former CEO of our Company • Long-term, Highly-Committed Significant Stockholder • Extensive Knowledge of our History and Culture • Strong Relationships with U.S. Distributors and Retailers • Recognized Beer Industry Leader • U.S. Beer Business Expertise • Company Brand Ambassador

 

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MARY LYNN FERGUSON-MCHUGH
Age 6061 Director of Molson Coors since: 2015 INDEPENDENTDIRECTOR		Biography:
		Ms. Ferguson-McHugh has served as Chief Executive Officer of Family Care and P&G VenturesNew Business at Procter & Gamble Co. (NYSE: PG) since July 2019. She has been with Procter & Gamble Co. since 1986, in various roles of increasing responsibility. In particular, before serving in her current position, she served as Group President, Global Family Care and P&G Ventures at Procter & Gamble Co. since November 2015. From 2011 to 2014, she served as Group President, Western Europe Global Discounter and Pharmacy Channels.then total Europe. Ms. Ferguson-McHugh holds an M.B.A. from the University of Pennsylvania, Wharton School of Business, and Bachelor of Science degree from the University of the Pacific.
		Committee Assignment:	Skills and Qualifications:
		• Compensation & HR (Chair)	Skills and Qualifications: • P&L Management • Operations • Brand Building and Marketing Experience • Innovation • Consumer Insight • Consumer-Packaged Goods Experience

 

GAVIN D.K. HATTERSLEY
Age 5758 Director of Molson Coors since: 2019		Biography:
		Mr. Hattersley has served as President and CEO of our Company since September 2019. Prior to his current position, he served as Chief Executive Officer of MillerCoors, our USU.S. business, from July 2015. Prior to joining MillerCoors (n/k/a Molson Coors Beverage Company USA LLC), Mr. Hattersley served as Chief Financial Officer of Molson Coorsthe Company from June 2012 to September 2015. From July 2008 to June 2012, Mr. Hattersley served as Executive Vice President and Chief Financial Officer of MillerCoors. He also served as Senior Vice President, Finance for Miller Brewing Company from October 2002 to July 2008. He came to Miller Brewing Company from SAB Limited of Johannesburg, South Africa, where he held several financial management positions before becoming Chief Financial Officer in 1999. Prior to joining SAB Limited in 1997, he spent almost 10 years with Barloworld Limited in various finance positions.
		Committee Assignment:	Skills and Qualifications:
		• None	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

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ANDREW T. MOLSON
Age 5253 Director of Molson Coors since: 2005 Chair since: May 2019		Biography:
		Mr. Molson is chairmanChairman of AVENIR GLOBAL, an organization that he has been with since 1997. With headquarters in Montreal since its founding in 1976, AVENIR GLOBAL is a network uniting seven strategic communications firms across Canada, the U.S., Europe and the Middle East, including NATIONAL Public Relations, AXON, Madano, SHIFT Communications, Padilla, Cherry and Hanover. In addition to the public companycompanies noted below, Mr. Molson also currently serves as a director of Groupe Deschênes Inc. and CH Group Limited Partnership, a sports and entertainment company. He is also President of the Molson Foundation, a family foundation dedicated to the betterment of Canadian society, and serves on several non-profit boards, including those of the Institute for Governance of Private and Public Organizations, Concordia University Foundation, the evenko foundation for emerging talent, Business / Arts, the Québec Blue Cross and the Montreal General Hospital Foundation. He previously served as a director of The Group Jean Coutu PJC Inc. from 2014 to 2018, as Chair of our Board from May 2011 to May 2013 and Vice Chair of our Board from May 2009 to May 2011. Mr. Molson holds a law degree from Laval University, a Bachelor of Arts degree from Princeton University and a Master of Science degree in corporate governance and ethics from the University of London.London and is a Member of the Order of Canada.
		Committee Assignment:	Skills and Qualifications:
		Committee Assignment: • Nominating Canadian Public Company Boards: • Dundee Corporation (Toronto Stock Exchange (TSX): DC.A) since 2015Governance	Skills and Qualifications: • Extensive Knowledge of our History and Culture • Long-Term, Highly-Committed Significant Stockholder • Public Relations • Corporate Governance • Canadian Beer Business Expertise • Outside Public Board Experience
		U.S./Canadian Public Company Boards:
		• Theratechnologies Inc. (NASDAQ: THTX; Toronto Stock Exchange (TSX): TH) since 2020
		Canadian Public Company Boards:
		• Dundee Corporation (TSX: DC.A) since 2015

 

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GEOFFREY E. MOLSON
Age 4950 Director of Molson Coors since: 2009		Biography:
		Mr. Molson has been a general partner of CH Group Limited Partnership since December 2009 and the President and Chief Executive Officer of CH Group Limited Partnership since 2011, which owns the Montreal Canadiens, Gestion evenko, Equipe Spectra, Just for Laughs and the Bell Centre. He currently represents Molson Coors as an ambassador, representing the Molson family in key strategic areas of our business. He is also a member of the board of directors of RES PUBLICA Consulting Group, and a member of the Molson Foundation, a family foundation dedicated to the betterment of Canadian society, St. Mary’s Hospital Foundation and the Montreal Canadiens Children’s Foundation. From June 2015 to May 2017, Mr. Molson served as our Chair. From 1999 to 2009, he served in various roles of increasing responsibility for Molson Inc., including its former U.S. business. Mr. Molson holds an M.B.A. from Babson Business School and a Bachelor of Arts degree from St. Lawrence University.University and is a Member of the Order of Canada.
		Committee Assignment:	Skills and Qualifications:
		Committee Assignment: • NominatingGovernance	Skills and Qualifications: • Extensive Knowledge of our History and Culture • Long-Term, Highly-Committed Significant Stockholder • P&L Management and Operations • Beer Sales and Marketing Background • Key Account Management • Distributor Development • Sports and Entertainment Industry • Canadian Beer Business Expertise • Outside Director Experience

IAIN J.G. NAPIER
Age 70 Director of Molson Coors since: 2008 INDEPENDENTDIRECTOR		Biography: Mr. Napier currently serves as the Chairman of William Grant and Sons Holdings Limited’s audit committee and served as the senior independent director of William Grant and Sons Holdings Limited from April 2008 until April 2019. From 2008 to 2017, he served as Chairman of the board of directors of McBride plc, where he also served as the Chairman of the nomination committee and as a member of the remuneration committee. From September 2008 to May 2016 he served as a director of John Menzies plc, where he also served as Chairman of the board of directors and its nominating committee. In addition, from March 2000 to February 2014, he served as a non-executive director of Imperial Brands plc, where he served as Chairman of the board of directors and its nominating committee beginning in 2007. From 2001 to 2006, he served as the Chief Executive Officer of Taylor Woodrow plc. From 2000 to 2001, he was Vice President U.K. and Ireland for InBev S.A. following its acquisition of Bass Brewers Ltd. and Chief Executive Officer of Bass Brewers and Bass International Brewers from 1996 to 2000. Mr. Napier is a chartered global management accountant and a fellow of the Chartered Institute of Management Accountants.
		Committee Assignment: • Compensation & HR • Finance	Skills and Qualifications: • Financial Expertise • International Business Expertise • P&L Management • Beer and Leisure Industry Experience • United Kingdom Beer Market Experience • Outside Public Board Experience

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NESSA O’SULLIVAN
Age 5556 Director of Molson Coors since: 2020 INDEPENDENT DIRECTOR NOMINEE		Biography:
		Ms. O’Sullivan is the Group Chief Financial Officer and Executive Director of Brambles Limited (Brambles), a logistics company with operations in over 60 countries (Australian Securities Exchange (ASX): BXBLY). She was appointed to her current executive role in November 2016 and was appointed to the Brambles board of directors in April 2017. From 2005 to 2015, she served in various roles of increasing responsibility at Coca-Cola Amatil Limited, an ASX-listed beverage company, including five years from 2010 to 2015 as the Group Chief Financial Officer. From 2000 to 2005, she served as Chief Financial Officer of the South Pacific Region of Yum! Brands, Inc., an American fast food corporation (New York Stock Exchange (NYSE): YUM). Ms. O’Sullivan also previously worked at PwC in Ireland and Australia. She is a Fellow of the Institute of Chartered Accountants in Ireland, holds a Bachelor of Commerce Degree from University College Dublin and is a graduate of the Australian Institute of Company Directors.
		Committee Assignment:Assignments: • New director nominee Australian Public Company Boards: • Brambles Limited (ASX: BXBLY) since April 2017	Skills and Qualifications:
		• Audit • Finance	• Financial Expertise • Audit • Operations • International Business • Consumer-Packaged Goods Experience • Food and Beverage Company Experience • Supply Chain and Logistics Experience • Chief Financial Officer Experience • M&A and Capital Markets • Other Director Experience • Outside Public Board Experience
		Australian Public Company Boards:
		• Brambles Limited (ASX: BXBLY) since April 2017

 

DOUGLAS D. TOUGH
Age 7071 Director of Molson Coors since: 2012 INDEPENDENT DIRECTOR		Biography:
		Mr. Tough was the Chief Executive Officer of International Flavors & Fragrances (IFF), a creator and manufacturer of flavors and fragrances, from March 2010 to September 2014. He also served as IFF’s Chairman of the board of directors from March 2010 to December 2014. After joining IFF’s board of directors in 2008, he served as its non-executive Chairman of the board from October 2009 to March 2010, when he became IFF’s Chief Executive Officer. Mr. Tough holds an M.B.A. from the University of Western Ontario and a B.B.A. from the University of Kentucky.
		Committee Assignment:	Skills and Qualifications:
		• Compensation & HR	Skills and Qualifications: • Multi-brand International Company Experience • Food and Beverage Company Experience • P&L Management • Public Company CEO Experience • Outside Public Board Experience

LOUIS VACHON
Age 5758 Director of Molson Coors since: 2012 INDEPENDENT DIRECTOR		Biography:
		Mr. Vachon has served as President and Chief Executive Officer of the National Bank of Canada since June 2007. He has also served as a director of the National Bank of Canada since 2006. He has been with National Bank of Canada since 1996, where he has taken positions of increasing responsibility. He also currently serves as a director of Groupe CH Inc. and of the Business Council of Canada and CH Group Inc.,OSMO Foundation, and has, in the past, held a variety of other board positions. Most recently, he served asMr. Vachon has been an Officer of the Ordre national du Québec since 2019. He is a director of Fiera Capital Corporation from April 2012 until January 2017. In 2016, he was appointed as a memberMember of the Order of Canada and was the Ordre de Montréal, as well as a recipient of the Global Citizens Award from the United Nations Association in Canada. In 2014, Mr. Vachon was named Chief Executive Officer of the year by the Canadian Business magazine. Mr. Vachon holds a Master of International BusinessMaster's degree in international financeInternational Finance from the Fletcher School at Tufts University, and a Bachelor of Arts degree in economics from Bates CollegeCollege. He is also a Chartered Financial Analyst, CFA®.
		Committee Assignment:	Skills and a CFA certification from the CFA Institute. Mr. Vachon was knighted by the Ordre de Montréal in 2018.Qualifications:
		Committee Assignment: • Finance (Chair) Canadian Public Company Boards: • National Bank of Canada (TSX: NBC) since 2007	Skills and Qualifications: • Financial Markets • Financing • Strategy • Experience as a Chief Executive Officer • Canadian Market Experience • Outside Public Board Experience
		Canadian Public Company Boards:
		• National Bank of Canada (TSX: NBC) since 2006

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JAMES "SANDY"“SANDY” A. WINNEFELD, JR.
Age 6364 Director of Molson Coors since: 2020 INDEPENDENT DIRECTOR NOMINEE		Biography:
		Admiral Winnefeld retired from the United States Navy in July 2015 after serving as the ninth Vice Chairman of the Joint Chiefs of Staff, and the United States’ number two ranking military officer, from August 2011 until July 2015. Prior to his retirement, Admiral Winnefeld had a 37-year career in the United States Navy, serving in various positions of increasing responsibility, including Commander, U.S. Northern Command, Commander, North American Aerospace Defense Command, Commander, U.S. Sixth Fleet, and Commander, Allied Joint Command Lisbon. He is currently a Professor of International Affairs at the Sam Nunn School of International Affairs at the Georgia Institute of Technology and a Senior Non-Resident Fellow at the Belfer Center for Science and International Affairs at the Kennedy School at Harvard University. Since January 2017, Admiral Winnefeld has served on the board of directors of Raytheon Company (Raytheon), a NYSE-listed major U.S. defense contractor and industrial corporation (NYSE: RTN), and currently serves on Raytheon’s finance, compensation and special activities committees. Admiral Winnefeld has also served as a director of various private companies, including Alliance Laundry Systems LLC, a privately-held laundry equipment manufacturer, Cytec Defense Materials LLC, a privately-held composite materials distributor, for which he also serves as chairman,Chairman, and Enterprise Holdings, Inc., a privately-held vehicle rental, fleet management and automobile sales company. He is also an advisor to various companies, including BDT Capital Partners, LLC, a private equity firm, and a strategic advisor to the U.S. Chamber of Commerce, among others. Admiral Winnefeld and his spouse Mary are also the co-founders of the non-profit organization, Stop the Addiction Fatality Epidemic. In addition, he is a member of the Georgia Institute of Technology Advisory Board and the Board of Advisors of the Georgia Institute of Technology Research Institute and a Trustee of the Naval Academy Foundation athletics and scholarship programs. Admiral Winnefeld holds a Bachelor of Aerospace Engineering from the Georgia Institute of Technology and is a graduate of the Naval War College and the Naval Nuclear Power School.
		Committee Assignment: • New director nominee Public Company Boards: • Raytheon Company (NYSE:RTN) since 2017	Skills and Qualifications:
		• Audit • Compensation & HR	• Senior Leadership • Human Resource Management • Strategy • International and Governmental Affairs Experience • Corporate Governance • Outside Public Board Experience
		U.S. Public Company Boards:
		• Raytheon Company (NYSE:RTN) since 2017

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20202021 NOMINEES FOR CLASS B DIRECTORS

ROGER G. EATON
Age 5960 Director of Molson Coors since: 2012 INDEPENDENT DIRECTOR		Biography:
		Mr. Eaton currently serves as a director of Arnott’s Biscuits Holdings Pty Limited, a privately-held Australian company. In addition, Mr. Eaton currently manages multiple business interests since his retirement as the Chief Executive Officer of KFC, a division of Yum! Brands, Inc. (NYSE: YUM), a position he held from August 2015 to March 2019. Prior to that, he held several USU.S. and international positions at Yum!. From April 2011 to August 2015 he served as the Chief Operations Officer of Yum!. From January 2014 to April 2015, he served as President of the KFC division, overseeing KFC’s business in the Middle East, Thailand, Asia Franchise Business Unit, Canada, Latin America, and the Caribbean. Additionally, in 2011 he served as the Yum! Operational Excellence Officer. From June 2008 to February 2011, he served as the Chief Executive Officer and President of KFC USA. Mr. Eaton holds a post graduate diploma in accounting and a bachelor’s degree in commerce from the University of Natal -— Durban in South Africa. He passed the South African Public Accountants and Auditors Board exams in 1982, and is a member of the Australian Institute of Chartered Accountants.
		Committee Assignment: • Audit	Skills and Qualifications:
		• Audit (Chair) • Finance	• Financial Expert • Global Retail Brand Management • P&L Management and Operations • International Business Experience • Audit Experience • Experience as a Chief Executive Officer

 

CHARLES M. HERINGTON
Age 60 Director of Molson Coors since: 2005 INDEPENDENTDIRECTOR		Biography:
		Mr. Herington has served as Vice Chairmanis the Chief Operating Officer, Vice-Chairman and President of Global Operations at Zumba Fitness LLC since August 2013.LLC. In May 2018, he was appointed to the board of Gildan Activewear Inc.Inc (NYSE/TSX: GIL) and serves on the compensation and human resources committee as well as the corporate governance and social responsibility committee. He. Mr Herington is also sits ona member of the boards of the following privately held companies: Quirch Foods (where he acts as Chairman); HyCite Enterprises; Accupac; and Klox Technologies and Hy Cite Enterprises LLC. He previouslyTechnologies. From 2006 to 2012, Mr. Herington served as a directorExecutive Vice-President of NII Holding (Nextel International) where he also served as Chairman of the compensation committee between 2003Developing and 2013. He also served as a director of our predecessor company, Adolph Coors Company, since 2003. From March 2006 to August 2012, he held positions of increasing responsibility leading up to office of the Chairman/EVP of Emerging and Developing MarketMarkets Group at Avon Products Inc., a global consumer products company. From 1999 Prior to 2006, Mr. Heringtonthat, he was President and Chief Executive Officer of AOLAmerica Online (AOLA) Latin America, and before that Division President at Pepsico Restaurants Latin America. Prior to that, he served as President at Revlon Latin America from 1997 to 1999. From 1990 to 1997, he held a variety of executive positionsMr. Herington began his career in several different geographies leading to division president with Pepsico Restaurant International. From 1981 to 1990, he held various marketing and executive positions in different countriesbrand management at Procter & Gamble.Gamble Co. Mr. Herington holds a degree inreceived his Chemical Engineering and SystemsDegree from the Instituto TecnologicoTecnológico y de Estudios Superiores de Monterrey.
		Committee Assignment: • Audit U.S. Public Company Boards: • Gildan Activewear Inc. (NYSE/TSX: GIL) since 2018	Skills and Qualifications:
		• Audit	• P&L Management and Operations • Marketing • Brand Building • General Management • Multicultural Lens from Living in Five Countries • Canada, U.S., Latin America, Asia Pacific, Central and Eastern European Market Experience • Outside Public Board Experience • M&A
		U.S./Canadian Public Company Boards:
		• Gildan Activewear Inc. (NYSE/TSX: GIL) since 2018

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H. SANFORD RILEY
Age 6970 Director of Molson Coors since: 2005 INDEPENDENT DIRECTOR		Biography:
		Mr. Riley has served as President and Chief Executive Officer of Richardson Financial Group Limited, a specialized financial services company, since 2003. In addition, he is a director of the two public companies noted below. Mr. Riley previously served as a director of GMP Capital, Inc. (TSX: GMP), an investment dealer, from 2009 to 2017, Manitoba Telecom Services Inc. (TSX: MBT) from 2011 to 2017 and Manitoba Hydro, a Canadian Crown corporation, where he also served as Chairman of the board of directors from May 2016 to March 2018. He has also previously served as a director of Molson, Inc. Mr. Riley is also involved with various community organizations, including serving as Chairman of the University of Winnipeg Foundation past Chancellor of the University of Winnipeg and past Chairman of the Manitoba Business Council. Mr. Riley holds a J.D. from Osgoode Hall Law School, a Bachelor of Arts degree from Queen’s University and is a Member of the Order of Manitoba and the Order of Canada.
		Committee Assignment:Assignments:	Skills and Qualifications:
		• Compensation & HR • Nominating & HR Canadian Public Company Boards: • Canadian Western Bank (TSX: CWB) since 2011 • The North West Company (TSX: NWC) since 2002 (current chairman)Governance (Independent Member)	Skills and Qualifications: • Financial Expertise • P&L Management and Operations • Corporate Governance • Leadership in Highly Regulated Global Industry • Experience as a Chief Executive Officer • Outside Public Board Experience
		Canadian Public Company Boards:
		• Canadian Western Bank (TSX: CWB) since 2011 • The North West Company (TSX: NWC) since 2002 (current Chairman)

 

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Board Mix

 

 

(1)

2019Average age and tenure of independent directors — Source: 2020 United States Spencer Stuart Board Index.

(2)

Age as of the Record Date.

(3)

Tenure measured from the February 2005 merger of Molson Inc. with and into Adolph Coors Company LLC.

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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.

*

(1)

Tenure and age calculated as of the Record Date.

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Position of Director Emeritus

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

Family Relationship Disclosure

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

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Board of Directors and Corporate Governance

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

KEY CORPORATE GOVERNANCE DOCUMENTS

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

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

Fourth Amended and Restated Bylaws (Bylaws)

Code of Business Conduct

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

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

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

DIVERSITY, EQUITY & INCLUSION (DEI)

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

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

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

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SUSTAINABILITY

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

The Audit Committee assistsOurImprint is embedded in Molson Coors’ culture and the Boardvalues we set forth as a company. Sustainability metrics are embedded in overseeingthe performance goals of members of our sustainability efforts. In addition, our Sustainability Leadership Council, consisting of executive leadership and senior managers of key corporate functions, meets several times a year and providesteam to ensure governance and accountability for delivering performance against Our Beer PrintImprint 2025 goals,commitments, which are described below. Furthermore, the Audit Committee assists the Board in overseeing Molson Coors’ sustainability efforts.

In 2012, Molson Coors becameis a charter member of the International Alliance for Responsible Drinking (IARD). This collaborative industry body represents the 12 largest global brewers, distillers and vintners, and partners with the public sector, civil society and private stakeholders formed to work toward a 10% reduction inaddress the global public health issue of harmful use of alcohol by 2025.drinking.

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

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

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

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

Molson Coors has been recognized on the Dow Jones Sustainability North America Index for nine consecutive years for our sustainability performance.

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

Our BeerPrintImprint Report 20192020, which presents our 2025 strategy and highlights of our work across our three pillars; and

Environment, Social and Governance (ESG) Report2020, which offers greater detail on Molson Coors’ sustainability performance.

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

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

CORPORATE GOVERNANCE GUIDELINES

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

CODE OF BUSINESS CONDUCT

All of our directors and employees, including our CEO, Chief Financial Officer (CFO) and other senior financial and executive officers, are bound by our Code of Business Conduct which complies with the requirements of the NYSE and the SEC to ensure that our business is conducted in a legal and ethical manner. The Code of Business Conduct covers all areas of professional conduct, including employment policies, conflicts of interest, fair dealing and the protection of confidential information,

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as well as strict adherence to all laws and regulations applicable to the conduct of our business. We will disclose future amendments to, or waivers from, certain provisions of the Code of Business Conduct for executive officers and directors on our website at www.molsoncoors.com within four business days following the date of such amendment or waiver.

Board and Committee Governance

BOARD LEADERSHIP STRUCTURE

We separate the roles of Chair and CEO. According to our Bylaws, the Chair is appointed by the Class A-C Nominating Subcommittee or the Class A-M Nominating Subcommittee, alternating on a biennial basis. The Vice Chair is appointed by the Class Nominating Subcommittee that does not appoint the Chair. Andrew T. Molson was appointed Chair by the Class A-M Nominating Subcommittee effective May 2019, and he will serve in this position until this Annual Meeting. Peter H. Coors was appointed Vice Chair by the 2021Class A-C Nominating Subcommittee effective May 2019, and he will serve in this position until this Annual MeetingMeeting.

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

BOARD SIZE

Our Board has currently set the number of directors at 15, consisting of 12 Class A directors and three Class B directors. However, only 14 directors are being nominated for election at the Annual Meeting, leaving one Class A director vacancy. Our Board does not currently plan to fill the Class A director vacancy.vacancy, which must be a member of management according to the Restated Certificate of Incorporation.

Our Restated Certificate of Incorporation and Bylaws allow for our Board to change its size by resolution which must be approved by at least two-thirds of the authorized number of directors (including vacancies), provided that any decrease in the number of directors to less than 15 must be approved by the holders of the Class A common stock and Special Class A voting stock, voting together as a class.class; provided further, that any increase in the number of directors must be divisible by three, with one-third of such new directorships to be filled by the Governance Committee, one-third of such directorships to be filled by the Class A-C Nominating Subcommittee and one-third of such directorships to be filled by the Class A-M Nominating Subcommittee.

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BOARD’S ROLE IN RISK OVERSIGHT

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

Board/Committee	Primary Areas of Risk Oversight
Board	Adopting a strategic planning process and approving annually a strategic plan, taking into account the risks of our business Ensuring the dedication of resources and implementation of appropriate systems to manage the principal risks of our business Oversight and monitoring of our ERM Program (shared with the Audit, Committee)Compensation & HR, and Governance Committees) Oversight over all related party transactions (shared with the Audit Committee) Annual review of the risk program Review regular reports from management on material risks, the degree of exposure to those risks, and plans to address such risks Review reports on risk assessment from the Audit and Compensation & HR Committees Audit Committee reports are regularly provided to our Board Compensation & HR Committee reports are provided to our Board as appropriate
Audit Committee	Oversight and monitoring of our risk management efforts, including our ERM Program (shared with our Board) and anti-hedging, anti-pledging and anti-short sale policy, and corporate responsibility, alcohol policy and sustainability efforts and related performance Oversight of the management of our major financial risks, cybersecurity risks and the steps management has taken to monitor and control such risks Oversight over all related party transactions (shared with our Board) Oversight of our internal controls and internal audit function
Compensation & HR Committee	Oversight of the risks relating to our compensation plans and human resource programs Oversight over the Company’sour human resource and talent management programs, including leadership development and our commitment to DEI
Finance Committee	Oversight of our financial position and policies, including the risks related to our capital structure, debt portfolio, pension plans, taxes, currency risk and hedging programs

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

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

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

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

BOARD COMPOSITION AND REFRESHMENT

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

1.

The size of the Board should facilitate substantive discussions by the whole Board in which each director can participate meaningfully; and

2.

The composition of the Board should encompass a broad range of skills, expertise, industry knowledge, diversity of opinion, and contacts relevant to our business.

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

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

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

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

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

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

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

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

While we do not have a formal diversity policy, our Board and Nominating Committee consider various diversity factors, including gender, race, ethnicity, nationality, and country of origin, as part of the assessment of director nominees to serve on our Board. In addition, the Board revised our Board Guidelines to require the Nominating Committee to instruct any search firm engaged to identify director candidates to identify director candidates who would, in addition to bringing skills and experience to the Board, also add to gender, racial or ethnic diversity to the Board.

The Board periodically reviews and assesses its composition and takes into consideration factors that may impact Board turnover and refreshment. The Board has implemented in the Board Guidelines a retirement age policy in which no person is eligible for nomination or election to our Board if such person has reached the age of 72 by the calendar year-end immediately preceding our next annual meeting. While the policy provides that our Board may approve an exception to this guideline on a case-by-case basis in rare circumstances, our Board does not currently plan to waive the retirement age guideline for directors that will reach this retirement age prior to 2024. These retirement-age restrictions do not apply to our non-independent Class A directors.

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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. After our Board considers the qualifications outlined above to strike the appropriate balance and diversity of background and experience as well as feedback from any third party search firms hired to evaluate potential nominees, candidates are formally nominated and vacancies are filled in accordance with the terms of our Restated Certificate of Incorporation as follows:

Body to Nominate or Fill Vacancy	Director Nominees
EntireBoard Majority independent	Three director nominees to be elected by holders of Class B common stock and Special Class B voting stock, voting together as a class All nominees must be independent Nominations must be approved by at least two-thirds of the authorized number of directors (including vacancies)
NominatingCommittee: One independent director Class A-C Nominating Subcommittee Class A-M Nominating Subcommittee	Two director nominees to be elected by holders of Class A common stock and Special Class A voting stock, voting together as a class Must include the CEO of our Company (currently Gavin D.K. Hattersley) and one member of management approved by at least two-thirds of the authorized number of directors (currently vacant)
ClassA-CNominatingSubcommittee(1): Peter H. Coors Peter J. Coors(2)	Five director nominees to be elected by holders of Class A common stock and Special Class A voting stock, voting together as a class (Coors Directors) A majority must be independent
ClassA-MNominatingSubcommittee(1): Andrew T. Molson Geoffrey E. Molson	Five director nominees to be elected by holders of Class A common stock and Special Class A voting stock voting together as a class (Molson Directors) A majority must be independent
(1) The Class A-C Nominating Subcommittee and the Class A-M Nominating Subcommittee each cease to have the power to make nominations and fill vacancies if the Coors Trust and certain Coors family stockholders, in the case of the Class A-C Nominating Subcommittee, or Pentland Securities (1981) Inc. (Pentland) and certain Molson family stockholders, in the case of the Class A-M Nominating Subcommittee, fall below certain ownership thresholds. The required thresholds are all currently satisfied. (2) At its meeting held on March 30, 2020, the Class A-C Nominating Subcommittee nominated David S. Coors, Peter H. Coors’ son and Peter J. Coors’ brother, to stand for election as a Coors Director. If elected, David S. Coors would replace Peter J. Coors on the Class A-C Nominating Subcommittee and the Nominating Committee.

CANDIDATES RECOMMENDED BY STOCKHOLDERS

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

DIRECTOR INDEPENDENCE

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

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

Independent Directors(1)
	Roger G. Eaton	H. Sanford Riley
	Mary Lynn Ferguson-McHugh	Douglas D. Tough
	Charles M. Herington	Louis Vachon
	Iain J.G. Napier	James “Sandy” A. Winnefeld, Jr.(2)
	Nessa O’Sullivan(2)
(1) Ms. DeVita and Mr. Hobbs, both determined to be independent, were not re-nominated to stand for re-election to the Board. (2) Ms. O’Sullivan and Admiral Winnefeld are director nominees.

The independence determination for the above continuing directors and nominees was made by our Board in meetings held in February and March 2020.

BOARD COMMITTEES

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

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

The following table identifies the current members of each of our committees of our Board and the number of meetings held by each committee during 2019. 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 Nominating Committee, which are prescribed by the terms of our Restated Certificate of Incorporation, each member of the other committees meets the definition of an independent director under the NYSE Listing Standards and our Restated Certificate of Incorporation.

Director Name	Audit(1)	Compensation & HR	Finance	Nominating
David S. Coors(2)					(2)
Peter H. Coors					(3)
Peter J. Coors					(2)
Betty K. DeVita(4)
Roger G. Eaton
Mary Lynn Ferguson-McHugh
Charles M. Herington
Franklin W. Hobbs(4)
Andrew T. Molson					(5)
Geoffrey E. Molson					(5)
Iain J.G. Napier
Nessa O’Sullivan
H. Sanford Riley
Douglas D. Tough
Louis Vachon
James “Sandy” A. Winnefeld, Jr.
Meetings Held in 2019	8	9	4	4
= Chair = Member	(1) Immediately following the Annual Meeting, the Board will appoint at least one additional independent director to the Audit Committee. (2) We expect that David S. Coors will replace Peter J. Coors on the Class A-C Nominating Subcommittee and the Nominating Committee and serve as a Class A-C Nominating Subcommittee member if elected as a director. (3) Member of the Class A-C Nominating Committee Subcommittee. (4) Ms. DeVita and Mr. Hobbs were not re-nominated to stand for re-election to the Board, but Ms. DeVita will remain on the Audit Committee and Mr. Hobbs will remain on the Audit Committee and the Finance Committee, in each case, through the Annual Meeting. (5) Member of the Class A-M Nominating Committee Subcommittee.

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Audit Committee

Primary Responsibility

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

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

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

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

our internal audit function;

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

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

our risk management efforts.

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

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

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

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

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

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

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

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

the adequacy of our internal controls; and

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

For more information on the Audit Committee’s role in risk oversight see the discussion under “Board’s Role in Risk Oversight” section beginning on page 25.

The Audit Committee Report is included on page 72.

Independence

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

Compensation & HR Committee

Primary Responsibility

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

The Committee also oversees talent retention and development, including:

leadership development;

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

programs and systems for performance management; and

our Company’s commitment to diversity.

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

The details of the processes and procedures used for determining compensation of our executive officers are set forth in the “CD&A” section beginning on page 41.

Our Compensation & HR Committee Report is included on page 57.

Our Compensation & HR Committee retained as its compensation consultant Willis Towers Watson (Compensation Consultant or Willis Towers) to provide independent advice and assist in the development and evaluation of the Company’s 2019 executive and director compensation policies and programs. After considering various factors as required by applicable NYSE rules and its charter, our Compensation & HR Committee concluded there were no conflicts of interest with Willis Towers.

Independence

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

Finance Committee

Primary Responsibility

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

The Finance Committee’s responsibilities and duties include:

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

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

monitoring investment performance and funding of our pension funds;

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

subject to certain issuances requiring Board approval or delegated to the CEO and CFO, reviewing and approving the amounts, timing, types, issuances, incurrence and terms of: (i) debt facilities, indentures or other arrangements for our indebtedness; and (ii) liability management transactions including amendments, purchases and repayments prior to maturityrisks related to our then outstandingcapital structure, debt securities;portfolio, pension plans, taxes, currency risk and hedging programs

Governance Committee

Oversight of the Company’s corporate and political action committee political contributions and political activities

monitoring relationships with credit rating agenciesMonitor best practices, trends, developments and issues related to corporate governance practices and policies, in the ratings given to us;context of the Company’s shareholder profile and “controlled company” status for NYSE and TSX purposes

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

monitoring and approving our dividend and share repurchase policies and programs provided that: (i) any proposed dividends, where the amountOversight of the dividend differs from the amount of a dividend approved by our Board for the preceding quarter;Board’s retirement, resignation and (ii) any share repurchase program, shall require recommendation by our Financeretention policies

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

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

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

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

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

BOARD COMPOSITION AND REFRESHMENT

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

1.

The Board size should facilitate substantive discussions by the whole Board in which each director can participate meaningfully; and

2.

The composition of the Board should encompass a broad range of skills expertise; industry knowledge; diversity of opinion and gender, race or ethnicity, nationality, age or country of origin diversity; and contacts relevant to our business.

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

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

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

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

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

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

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

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

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

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

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NOMINATION PROCESS

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

Body to our Nominate or Fill Vacancy	Director Nominees
EntireBoard and final approval by our Board. Majority independent	Independence Each member meets the independence requirements of the NYSE Listing Standards and our Restated Certificate of Incorporation. Nominating Committee Composition Pursuant to our Restated Certificate of Incorporation, our Nominating Committee is requiredThree director nominees to be made up of five directors: two directors who make up our Class A-C Nominating Subcommittee; two directors who make up our Class A-M Nominating Subcommittee; and one independent director (as defined in our Restated Certificate of Incorporation). Primary Responsibility Under the terms of the Nominating Committee’s charter and our Restated Certificate of Incorporation, the responsibilities and duties of the Nominating Committee and its Nominating Subcommittees include, among other things: recommending to our Board three candidates for electionelected by the holders of our Class B common stock and our Special Class B voting stock;stock, voting together as a class nominating, directly or through its sub-committees, upAll nominees must be independent Nominations must be approved by at least two-thirds of the authorized number of directors (including vacancies)
GovernanceCommittee: One independent director Class A-C Nominating Subcommittee Class A-M Nominating Subcommittee	Two director nominees to 12 candidates to stand for electionbe elected by the holders of our Class A common stock and our Special Class A voting stock, voting together as further describeda class Must include the CEO of our Company (currently Gavin D.K. Hattersley) and one member of management approved by at least two-thirds of the authorized number of directors (currently vacant)
ClassA-CNominatingSubcommittee(1): David S. Coors Peter H. Coors	Five director nominees to be elected by holders of Class A common stock and Special Class A voting stock, voting together as a class (Coors Directors) A majority must be independent
ClassA-MNominatingSubcommittee(1): Andrew T. Molson Geoffrey E. Molson	Five director nominees to be elected by holders of Class A common stock and Special Class A voting stock voting together as a class (Molson Directors) A majority must be independent
(1) The Class A-C Nominating Subcommittee and the Class A-M Nominating Subcommittee each cease to have the power to make nominations and fill vacancies if the Coors Trust and certain Coors family stockholders, in the “Nomination Process” section starting on page 27;case of the Class A-C Nominating Subcommittee, or Pentland Securities (1981) Inc. (Pentland) and certain Molson family stockholders, in the case of the Class A-M Nominating Subcommittee, fall below certain ownership thresholds. The required thresholds are all currently satisfied.

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

CANDIDATES RECOMMENDED BY STOCKHOLDERS

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

DIRECTOR INDEPENDENCE

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

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

Independent Directors(1)
	Julia M. Brown(2)	H. Sanford Riley
	Roger G. Eaton	Douglas D. Tough
	Mary Lynn Ferguson-McHugh	Louis Vachon
	Charles M. Herington	James “Sandy” A. Winnefeld, Jr.
	Nessa O’Sullivan
(1) Mr. Napier, determined to be independent, was not re-nominated to stand for re-election to the Board. (2) periodically evaluating and recommending criteria for selection of Board members to be adopted by the Nominating Committee and our Board;Ms. Brown is a director nominee. monitoring and overseeing the annual evaluation of our Board;

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

BOARD COMMITTEES

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

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

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

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

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Audit Committee

Primary Responsibility

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

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

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

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

our internal audit function;

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

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

our risk management efforts; and

our cybersecurity program and related risk management.

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

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

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

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

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

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

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

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

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

the adequacy of our internal controls; and

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

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

The Audit Committee Report is included on page 81.

Independence

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

Compensation & HR Committee

Primary Responsibility

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

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

talent retention and development, including leadership development;

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

programs and systems for performance management; and

our Company’s commitment to DEI.

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

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

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

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

Independence

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

Finance Committee

Primary Responsibility

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

The Finance Committee’s responsibilities and duties include:

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

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

monitoring investment performance and funding of our pension funds;

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

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

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

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

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

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

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

Independence

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

Governance Committee

Composition

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

Primary Responsibility

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

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

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

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

monitoring and overseeing the annual evaluation of our Board;

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

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

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

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

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

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

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

Independence

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

DIRECTORS’ ATTENDANCE

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

BOARD AND COMMITTEE SELF-ASSESSMENTS

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

EXECUTIVE SESSIONS OF NON-EMPLOYEE AND INDEPENDENT DIRECTORS

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

Certain Governance Policies

HEDGING, PLEDGING AND SHORT SALE POLICIES

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

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

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

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

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

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

loan amount in relation to the average trading volume;

loan amount versus market capitalization;

the percentage of pledged shares versus the overall public float;

triggering events for any margin call;

whether pledged shares are collateral for other loans;

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

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

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

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

potential conflicts of interest (actual or perceived);

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

timing and insider trading considerations;

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

other protections or commitments made by the pledgor to us;

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

any other factors deemed relevant by the approving body.

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

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

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

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

CLAWBACK POLICY

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

POLITICAL CONTRIBUTION POLICY

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

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Stockholder Engagement

OUR PRACTICES

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

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

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

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

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

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

HOW WE RESPONDED

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

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

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

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

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

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

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

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

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

ACCESS TO OUR DIRECTORS

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

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Director Compensation

General

We use a combination of cash and stock-based compensation to ensure desired stability of our Board and to secure our ongoing ability to attract high-caliber individuals to serve on our Board. The Compensation & HR Committee, with assistance from the Compensation Consultant, reviews and makes recommendations to our Board annually with respect to the form and amount of director compensation. In setting director compensation, the Compensation & HR Committee considers the significant amount of time that directors expend in fulfilling their duties to our Company, the skill level required of our Board members, as well as the compensation of directors at our peer companies. Our overall director compensation philosophy is to target the median of our peer group (see page 49 for our peer group) for both cash and stock-based compensation.

2020 Compensation

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

Compensation Element	Members (non-Chair) ($)	Chair & Vice Chair of our Board ($)	Chair of the Audit Committee ($)	Chair of the Compensation & HR Committee ($)	Chair of the Finance Committee ($)
Cash Retainer	100,000	190,000	120,000	120,000	115,000
RSUs	145,000	145,000	145,000	145,000	145,000
Total	245,000	335,000	265,000	265,000	260,000

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

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

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

Director Stock Ownership Requirements

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

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Director Compensation Table

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

Current Directors	Fees Earned or Paid in Cash(1) ($)	Stock Awards ($)	All Other Compensation(2) ($)	Total ($)
David S. Coors(3)(4)	61,539	145,026	—	206,565
Peter H. Coors(5)	190,000	145,026	3,629	338,655
Roger G. Eaton	120,000	145,026	11,258	276,284
Mary Lynn Ferguson-McHugh	112,253	145,026	3,629	260,908
Charles M. Herington	100,000	145,026	16,023	261,049
Andrew T. Molson	190,000	145,026	3,629	338,655
Geoffrey E. Molson(6)	100,000	145,026	86,149	331,175
Iain J.G. Napier(7)	106,374	145,026	7,846	259,246
Nessa O’Sullivan(3)	61,539	145,026	—	206,565
H. Sanford Riley	100,000	145,026	12,559	257,585
Douglas D. Tough	100,000	145,026	5,374	250,400
Louis Vachon	115,000	145,026	8,621	268,647
James “Sandy” A. Winnefeld, Jr.(3)	61,539	145,026	—	206,565
Former Directors
Peter J. Coors(8)(9)	38,736	—	3,629	42,365
Betty K. DeVita(8)	38,736	—	3,629	42,365
Franklin W. Hobbs(8)	38,736	—	3,629	42,365
(1) As outlined below in “Fees Earned or Paid in Cash Elections”, certain directors elected to receive a portion of the above fees in the form of Deferred Stock Units (“DSUs”) or shares of the Company stock pursuant to a program adopted in the 3rd quarter of 2006. (2) Represents dividend equivalents accrued in 2020 on unvested RSUs and DSUs. (3) Ms. O’Sullivan and Messrs. David Coors and Winnefeld were elected as directors on May 20, 2020. (4) In addition to his director compensation reflected in the table above, David S. Coors received compensation of approximately $300,000 in 2020 as an employee of our Company, which included salary, bonus and equity awards consisting of PSUs and RSUs. Assuming maximum-level performance for the PSUs, the aggregate compensation would be increased by $51,127. (5) Peter H. Coors ceased employment with the Company on December 31, 2019 and certain vested legacy pension and other benefits were settled during 2020. In addition to his director compensation reflected in the table above, Peter H. Coors received compensation of approximately $45,000 in 2020 as an employee of our Company in 2019, but paid in 2020. (6) In addition to dividend equivalents accrued in 2020 on unvested RSUs and DSUs of $3,629, Geoffrey E. Molson received $82,520 in 2020 for consultant services rendered to our Company in his ambassadorial role, both of which are shown in the “All Other Compensation” column above. A CAD to USD exchange rate of 0.7859 as of December 31, 2020 was used to convert Mr. Molson’s ambassadorial role fees. (7) Mr. Napier was not re-nominated to stand for re-election at the Annual Meeting. (8) Ms. DeVita and Messrs. Peter J. Coors and Hobbs each served as a Director through May 20, 2020. (9) In addition to his director compensation reflected in the table above, Peter J. Coors received compensation of approximately $250,000 in 2020 as an employee of our Company, which included salary, bonus and equity awards consisting of PSUs and RSUs. Assuming maximum level performance for the PSUs, the aggregate compensation would be increased by $7,680.

FEES EARNED OR PAID IN CASH ELECTIONS

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

Retainerpaidin100%Cash: David S. Coors, Peter H. Coors, Peter J. Coors, Betty DeVita, Mary Lynn Ferguson-McHugh, Andrew T. Molson, Geoffrey E. Molson, H. Sanford Riley and Louis Vachon, James Winnefeld Jr.

Retainerpaidin50%DSUsand50%Cash: Charles M. Herington, Iain J.G. Napier and Douglas D. Tough.

Retainerpaidin100%DSUs: Roger G. Eaton and Nessa O’Sullivan.

Retainerpaidin100%SharesofClassBCommonStock:Franklin W. Hobbs.

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STOCK AWARDS

On May 21, 2020, each director received an annual equity grant of 3,942 RSUs with a grant date fair value of $36.79 per unit and an aggregate grant date fair value of $145,026. The grant date fair value is calculated in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification 718, Compensation-Stock Compensation (FASB Topic 718). The assumptions used to calculate these amounts are described in Note 13 “Share-Based Payments” to our Company’s consolidated financial statements in the Annual Report. The RSUs cliff vest on May 21, 2023, or upon retirement of the director from our Board, whichever comes first. Upon vesting of RSUs, the director is paid a cash amount equal to the dividends that would have been paid during the vesting period had each RSU been an actual share of Class B common stock.

Outstanding Equity Awards

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

Current Directors	RSUs(1)	DSUs(2)
David S. Coors(3)	3,942	—
Peter H. Coors	8,740	—
Roger G. Eaton	8,740	15,817
Mary Lynn Ferguson-McHugh	8,740	—
Charles M. Herington	8,740	22,758
Andrew T. Molson	8,740	—
Geoffrey E. Molson	8,740	—
Iain J.G. Napier	8,740	8,453
Nessa O’Sullivan(3)	3,942	1,635
H. Sanford Riley	8,740	15,668
Douglas D. Tough	8,740	4,076
Louis Vachon	8,740	8,759
James “Sandy” A. Winnefeld, Jr.(3)	3,942	—
Former Directors
Peter J. Coors	723	—
Betty K. DeVita	—	—
Franklin W. Hobbs	—	—
(1) Represents the underlying shares of Class B common stock issuable upon vesting, retirement from our Board, death or disability, and settlement, as applicable; Excludes 2,062 outstanding RSUs received by David S. Coors as an employee of the Company. (2) Represents the underlying shares of Class B common stock issuable within thirty days after termination of service as a member of our Board, and settlement, as applicable. (3) Ms. O’Sullivan and Messrs. David Coors and Winnefeld were elected as directors on May 20, 2020.

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Related Person Transactions

Approval of Related Person Transactions

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

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

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

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

Certain Related Person Transactions

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

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

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

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

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

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Management

Executive Officers

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

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

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

SIMON J. COX
Age 53		President and Chief Executive Officer of Molson Coors Europe since January 2015 Business Experience:
		Prior to our Board’s policieshis current role, Mr. Cox served as Managing Director for retirement, resignationMolson Coors UK from September 2012 until December 2014. He joined Molson Coors in 2005 as Director of Supply Chain Strategy based in U.K. and retentiondeveloped increasing responsibility through senior positions as Strategy Director and Managing Director-Independent On-Premise. Before joining Molson Coors, Mr. Cox held a number of the directors;senior leadership positions within Carlsberg, a global brewer.
		MOLSON COORS BEVERAGE CO. -2020 Proxy Statement30Education:
		Mr. Cox holds a degree in Biochemistry from Manchester University.

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recommendingPETER MARINO
Age 48		President, Emerging Growth since November 2019 Business Experience:
		Prior to his current role, Mr. Marino served as President of Tenth & Blake, our U.S. craft beer division, from September 2017 to October 2019. He served as Chief Public Affairs and Communications Officer for approval by our Board, membershipsMillerCoors from September 2014 to September 2017, overseeing all communications, corporate, community and chairmanshipsgovernment affairs for MillerCoors. Mr. Marino joined MillerCoors in August 2012.
		Education:
		Mr. Marino holds a Masters of the other committees of our Board (asideBusiness Administration degree from the Nominating Committee); identifying and recommending for approval by our Board, candidates for CEO of our Company; and reviewing and recommending for approval by our Board, changes to our Board Guidelines. Independence As a “controlled company,” we are not required under applicable NYSE Listing Standards to have a nominating committee consisting entirely of directors who meet the independence requirements of the NYSE Listing Standards. Mr. H. Sanford Riley is independent under the NYSE Listing Standards and our Restated Certificate of Incorporation. DIRECTORS’ ATTENDANCE Our Board held 10 meetings during 2019. All incumbent directors attended 75% or more of the aggregate meetings of our Board and the committees of our Board on which they served during 2019. The directors are encouraged to attend the Annual Meeting. All directors servingAnderson School at the time attendedUniversity of California — Los Angeles and a bachelor’s degree in journalism from the 2019 annual meetingUniversity of stockholders.Wisconsin — Madison.

E. LEE REICHERT
Age 54		Chief Legal and Government Affairs Officer of Molson Coors since February 2018; and Secretary of Molson Coors since 2016 BOARD AND COMMITTEE SELF-ASSESSMENTSBusiness Experience:
		PursuantPrior to his current role, Mr. Reichert served as Deputy Chief Legal Officer of Molson Coors from 2012 to 2018 and as Chief Legal Officer of Molson Coors International from 2011 to 2017. Prior to joining Molson Coors, he was a partner at Lathrop & Gage, where he served on the Board 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. At the Board’s instruction, 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 in detail. In addition, the independent member of our Nominating Committee periodically conducts one-on-one meetings with each member of our Board to receive additional feedback regarding director performance, Board and committee composition and effectiveness, and suggested areas of improvement. EXECUTIVE SESSIONS OF NON-EMPLOYEE AND INDEPENDENT DIRECTORS Our Board and each of our Board Committees generally hold executive sessions of its non-employee directors at each regularly scheduled meeting. In addition, the independent directors generally meet in executive sessions at each regularly scheduled Board meeting. Such executive sessions of independent directors are presided over by the independentfirm’s Executive Committee. He is an elected member of the Nominating Committee,American Law Institute.
		Education:
		Mr. Reichert holds a J.D. from University of Illinois College of Law and a bachelor’s degree from Colgate University.

MICHELLE ST. JACQUES
Age 43		Chief Marketing Officer since November 2019 Business Experience:
		Prior to her current role, Ms. St. Jacques served as set forthChief 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 the Board Guidelines. Certain Governance Policies HEDGING, PLEDGING AND SHORT SALE POLICIES Under our global insider trading policy (Insider Trading Policy), directors, executive officers, including our NEOs, and other employees are prohibited from purchasing any financial instrument that is designedaddition to hedge or offset any decrease in the market value of the individual’s securities holdings in our Company. In addition, in November 2019, the Audit Committee adopted an enhanced anti-pledging policy, which is set forth in our Insider Trading Policy. The enhanced policy provides that directors, executive officers, including our NEOs, and other employees are prohibited from purchasing our securities on margin, borrowing against any account in which our securities are held or otherwise pledging securities as collateral for a loan, except they may pledge our securities as collateral for a loan (not including margin debt) with the prior approval of the: (i) CFO and (ii) Chief Legal Officer or Deputy Chief Legal Officer; provided further that proposed pledges by insiders (defined as a director or executive officer who is subject to Section 16 of the Exchange Act or any executive that is a direct report to the CEO) must also be approved by the Audit Committee as part of its risk oversight function prior to any such pledging. Approval of such pledges may be granted only after considering the appropriate facts and circumstances, including the following factors: the number of the pledged shares (including shares previously pledged) in relation to total number of shares outstanding and in relation to average daily trading volumes; the total loan value versus the value of the pledged securities; loan amount in relation to the average trading volume; loan amount versus market capitalization; the percentage of pledged shares versus the overall public float; triggering events for any margin call; whether pledged shares are collateral for other loans; whether other collateral can be used to satisfy events of default; MOLSON COORS BEVERAGE CO. -2020 Proxy Statement31 Back to Contents potential impacts to us or our stock price in the event of a forced sale; factors that mitigate the likelihood of a forced sale, such as the availability and commitment of alternative collateral, or other considerations unique to the pledging party; circumstances giving rise to the proposed pledge, including historical nature of prior pledges; potential conflicts of interest (actual or perceived); whether the pledge undermines equity incentive compensation by potentially shielding the proposed pledgor from the effects of poor company performance; timing and insider trading considerations; ability of the covered party to make the pledging decision and/or whether the covered party has disclaimed beneficial ownership of the underlying pledged shares; other protections or commitments made by the pledgor to us; the aggregate amount of pledged shares outstanding at any given time by the pledgor and any other directors, executive officers and employees; and any other factors deemed relevant by the approving body. In reviewing and granting any approval, the approving body may seek advice from our professional advisors. Details of outstanding pledges of our securities are included within footnotes (4) and (5) in the Beneficial Ownership section, which begins on page 73 of this Proxy Statement. As part of its risk assessment and risk management oversight responsibilities, the Audit Committee has evaluated the outstanding pledges of our securities, both on an individual and in an aggregate basis, including the potential impacts to us and our stock price in the event of a forced sale and does not believe they are reasonably likely to have a material adverse effect on us. In addition, the Audit Committee has reviewed and approved our risk management plans in the event of a forced sale or other potential event of default under these pledging arrangements. Our directors, executive officers, including our NEOs, and other employees are also prohibited from engaging in short sales related to our common stock and the exchangeable shares issued by Exchangeco. CLAWBACK POLICY We adopted an enhanced clawback policy that applies to compensation paid in and after fiscal year 2015. Under the policy, we will use reasonable efforts to recoup from our current and former executive officers and other employees designated by our Board or our Compensation & HR Committee any excess incentive-based compensation awarded as a result of an accounting restatement due to material noncompliance with financial reporting requirements under the U.S. federal securities laws regardless of whether such officers were at fault in the circumstances leading to the restatement. The Compensation & HR Committee intends to modify this policy based on the requirements to be issued by the NYSE pursuant to the mandate of Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as amended (Dodd-Frank) once the NYSE rules are finalized. STOCKHOLDER ENGAGEMENT Our Practices We believe it is essential to actively engage with our stockholders to discuss and receive feedback regarding matters of importance to them. Accordingly, we are committed to the following practices to build and maintain relationships and trust with our stockholders: conducting annual outreach to non-affiliated stockholders to discuss and seek input on our corporate governance policies, our sustainability efforts, our compensation policies and practices and any other topics requested by the stockholders; engaging at stockholders’ request to address questions and concerns regarding the Company; providing stockholder feedback to the Board on a regular basis; and considering and reflecting stockholder feedback in our periodic review and update of policies and practices. MOLSON COORS BEVERAGE CO. -2020 Proxy Statement32 Back to Contents How We Responded Based on feedback we received as a result of our annual calls with our non-affiliated stockholders, we have made a number of enhancements to our corporate governance policies and disclosures. Below are a few examples ofother roles with the changes made based on feedback from our non-affiliated stockholders: In late 2017 we revised our Board Guidelines to expand the various types of diversity that the Board considers in evaluating director nominees and board composition; In late 2018 we further revised our Board Guidelines to require the Nominating Committee to instruct any search firm requested to furnish a list of prospective director candidates to identify director candidates who would, in addition to bringing skills and experiencecompany. Prior to the Board, also add2015 merger of Kraft and Heinz, she served as Vice President of Heinz Brand for H. J. Heinz Company from 2014 to gender, racial or ethnic diversity on the Board;2015.
		In this Proxy Statement we have updated our sustainability disclosures (see page 23) to highlight the steps we have taken and continue to take to achieve Our Beer Print 2025 strategy and our sustainability goals; andEducation:
		In 2019, the Audit Committee approved an enhanced anti-pledging policy as partMs. St. Jacques holds a bachelor’s degree of the Insider Trading Policy. Access to Our Directors Stockholders and other interested parties may communicate directly with members of our Board as described in Question 22 in the “Question and Answers” section on page 84. MOLSON COORS BEVERAGE CO. -2020 Proxy Statement33 Back to Contents Director Compensation General We use a combination of cash and stock-based compensation to ensure desired stability of our Board and to secure our ongoing ability to attract high-caliber individuals to serve on our Board. The Compensation & HR Committee, with assistanceBusiness Administration from the independent Compensation Consultant, reviews and makes recommendations to our Board annually with respect to the form and amountUniversity of director compensation. In setting director compensation, the Compensation & HR Committee considers the significant amount of time that directors expend in fulfilling their duties to our Company, the skill level required of our Board members, as well as the compensation of directors at our peer companies. Our overall director compensation philosophy is to target the median of our peer group (see page 47 for our peer group) for both cash and stock-based compensation. 2019 Compensation For 2019, directors received an annual cash retainer and an annual equity grant in the form of restricted stock units (RSUs). All directors are reimbursed for any expenses incurred while attending our Board or any committee meetings and in connection with any other Company business. Board members also received tax reporting and filing assistance given the complexities created by having Board meetings across multiple countries and tax jurisdictions. Below is an annual schedule of fees for 2019, approved by the Board of Directors on May 23, 2019. Fees paid are prorated according to dates of service. Compensation Element Members (non-Chair) ($) Chair & Vice Chair of our Board ($) Chair of the Audit Committee ($) Chair of the Compensation & HR Committee ($) Chair of the Finance Committee ($) Cash Retainer 100,000 190,000 120,000 120,000 115,000 RSUs 145,000 145,000 145,000 145,000 145,000 Total 245,000 335,000 265,000 265,000 260,000 After a review of our peer group median reference points in 2019, the Compensation & HR Committee believes our director pay approximates the median of our peer group and thus recommended to, and the Board approved, no changes to director equity grants, Chair and Vice Chair retainers or Audit and Compensation Chair retainers. The Compensation & HR Committee recommended and the Board approved an increase to the Finance Chair retainer from $110,000 to $115,000. Under our Directors’ Stock Plan, non-Molson and non-Coors family directors may elect to receive 0%, 50% or 100% of their annual cash retainer in the form of either: (i) shares of Class B common stock; or (ii) deferred stock units (DSUs), with the balance in each case being paid in cash. Molson and Coors family directors receive their entire retainer and any Chair or Vice Chair retainer, as applicable, in cash. DSUs represent the right to receive shares of Class B common stock when the director’s service on our Board terminates. Upon departure from the Board, directors who have elected DSUs are paid a cash amount equal to the dividends that would have been paid during the vesting period had each DSU been an actual share of Class B common stock. Mr. Hattersley, as our President and CEO, does not receive any compensation for his service on the Board. See the “Executive Compensation” section beginning on page 58 for Mr. Hattersley’s compensation as President and CEO of the Company. Director Stock Ownership Requirements In order to further align the interests of directors with the long-term interests of our stockholders, our Board has determined that, by the end of his or her fifth year as a director, each director should own stock or stock equivalents with a value equal to five times his or her annual retainer. All of our directors currently meet or are on track to meet this requirement. Shares owned directly by the director, as well as the value of DSUs and unvested RSUs, are included in calculating ownership levels. MOLSON COORS BEVERAGE CO. -2020 Proxy Statement34 Back to Contents Director Compensation Table The table below summarizes the compensation by our Company to directors for the year ended December 31, 2019. Name Fees Earned or Paid in Cash ($) Stock Awards ($) All Other Compensation(3) ($) Total ($) Peter H. Coors(1) 190,000 145,044 11,993 347,037 Peter J. Coors(2)(4) 100,000 145,044 11,993 257,037 Betty K. DeVita(4) 100,000 145,044 13,135 258,179 Roger G. Eaton 120,000 145,044 35,296 300,340 Mary Lynn Ferguson-McHugh 100,000 145,044 11,993 257,037 Charles M. Herington 100,000 145,044 52,797 297,841 Franklin W. Hobbs(4) 100,000 145,044 50,840 295,884 Andrew T. Molson 154,643 145,044 11,993 311,680 Geoffrey E. Molson(5) 135,357 145,044 92,824 373,225 Iain J.G. Napier 120,000 145,044 25,028 290,072 H. Sanford Riley 100,000 145,044 42,702 287,746 Douglas D. Tough 100,000 145,044 16,772 261,816 Louis Vachon 115,000 145,044 29,160 289,204 (1) In addition to his director compensation reflected in the table above, Peter H. Coors entered into a thirty-six-month fixed term employment agreement as CCRO which began on October 11, 2016. Per the agreement, Mr. Coors received an annualized base salary of $550,000 for the 12 months ended October 10, 2019. Mr. Coors also held cash settled RSUs on December 31, 2019 with a value of $215,600 and legacy pension benefits. (2) In addition to his director compensation reflected in the table above, Peter J. Coors received compensation of $216,901, which included salary, bonus and equity awards, in 2019 as an employee of our Company. (3) Represents dividend equivalents accrued in 2019 on unvested RSUs and DSUs. RSUs and DSUs granted to directors are the only stock awards that accrue dividend equivalents prior to vesting as of December 31, 2019. (4) Ms. DeVita and Messrs. Coors and Hobbs were not re-nominated to stand for re-election at the Annual Meeting. (5) In addition to dividend equivalents accrued in 2019 on unvested RSUs and DSUs of $11,993, Geoffrey E. Molson received $80,831 in 2019 for consultant services rendered to our Company in his ambassadorial role, both of which are shown in the “All Other Compensation” column above. A CAD to USD exchange rate of 0.7698 as of December 31, 2019 was used to convert Mr. Molson’s ambassadorial role fees. FEES EARNED OR PAID IN CASH For 2019, the directors made the following elections under our Directors’ Stock Plan: Retainerpaidin100%Cash: Peter H. Coors, Peter J. Coors, Mary Lynn Ferguson-McHugh, Andrew T. Molson, Geoffrey E. Molson, H. Sanford Riley and Louis Vachon. Retainerpaidin50%DSUsand50%Cash: Iain J.G. Napier and Douglas D. Tough. Retainerpaidin100%DSUs: Roger G. Eaton and Charles M. Herington. Retainerpaidin50%SharesofClassBCommonStockand50%Cash: Betty DeVita. Retainerpaidin100%SharesofClassBCommonStock: Franklin W. Hobbs. STOCK AWARDS On May 23, 2019, each director received an annual equity grant of 2,441 RSUs with a grant date fair value of $59.42 per unit and an aggregate grant date fair value of $145,044. 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 23, 2022, 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. MOLSON COORS BEVERAGE CO. -2020 Proxy Statement35 Back to Contents Outstanding Equity Awards The table below summarizes each director’s outstanding RSUs and DSUs as of December 31, 2019. Name RSUs(1) DSUs(2) Peter H. Coors 6,366 — Peter J. Coors(3) 6,366 — Betty K. DeVita(3) 6,366 583 Roger G. Eaton 6,366 12,615 Mary Lynn Ferguson-McHugh 6,366 — Charles M. Herington 6,366 21,423 Franklin W. Hobbs(3) 6,366 19,820 Andrew T. Molson 6,366 — Geoffrey E. Molson 6,366 — Iain J.G. Napier 6,366 7,014 H. Sanford Riley 6,366 15,668 Douglas D. Tough 6,366 2,741 Louis Vachon 6,366 8,759 (1) Represents the underlying shares of Class B common stock issuable upon vesting, retirement from our Board, death or disability, and settlement, as applicable. (2) Represents the underlying shares of Class B common stock issuable within thirty days after termination of service as a member of our Board, and settlement, as applicable. (3) Ms. DeVita and Messrs. Coors and Hobbs were not re-nominated to stand for re-election at the Annual Meeting. MOLSON COORS BEVERAGE CO. -2020 Proxy Statement36 Back to Contents Related Person Transactions Approval of Related Person Transactions Our Board has adopted a formal written policy for the review, approval and ratification of “related person” transactions. Under the policy, the Audit Committee is required to approve all related person transactions (except those transactions between us and affiliates or members of the Molson or Coors families, which require full Board of Director approval in accordance with our Bylaws) with an aggregate amount involved that will, or may be expected to, exceed $120,000. Other than salary and benefits to officers and employees in the ordinary course of business, any transaction between us and affiliates or members of the Molson or Coors families, regardless of the amount involved, requires Board approval under our Bylaws pursuant to the requirements set forth therein. Under the policy, our directors, executive officers and beneficial owners of more than 5% of our Class A common stock, our Class B common stock, the Class A exchangeable shares, the Class B exchangeable shares or other voting securities (collectively, 5% beneficial owners) are expected to disclose the material facts of any transaction that could be potentially considered a “related person” transaction to our Company. In determining whether to approve or ratify a transaction subject to the policy, the Audit Committee will review the relevant facts regarding the transaction including: (a) the extent of the related person’s interest in the transaction; (b) whether the transaction is on terms no less favorable than terms generally available to or from an unaffiliated third party under the same or similar circumstances; and (c) whether the related person transaction is consistent with the best interests of our Company and stockholders. Each of the transactions and relationships set forth below were ratified and approved in the manner and to the extent required under our related party transaction policy or Bylaws, as applicable. Certain Related Person Transactions Eric H. Molson, the father of Andrew T. Molson and Geoffrey E. Molson, serves as a Director Emeritus. In connection with his role, he has the ability to recommend up to $325,000 per year in charitable contributions. We have a contractual relationship with the Montreal Canadiens and Gestion evenko. Geoffrey E. Molson, a member of our Board, and Andrew T. Molson, our Chair, are affiliated with the general partner and one of the limited partners of CH Group Limited Partnership, the owner of the Montreal Canadiens, the Bell Centre, Spectra, Equipe and Gestion evenko. Geoffrey E. Molson is also the President and Chief Executive Officer of CH Group Limited Partnership. In 2019, we made payments totaling approximately CAD $5.8 million to the Montreal Canadiens in marketing, advertising, promotional endeavors and sponsorship rights in the ordinary course of business and the Montreal Canadiens or its affiliates made payments totaling approximately CAD $3.5 million to us according to the terms of our agreements and purchased our products in the ordinary course of business. In 2019, we made payments totaling approximately CAD $1.5 million to Gestion evenko in marketing, advertising and promotional endeavors in the ordinary course of business. The business relationships have been in place for many years and our Board has determined they are fair and reasonable and comparable to market conditions for similar business relationships. In addition, in connection with the sale by one of our predecessor entities of its ownership interest in the Montreal Canadiens (the “Canadiens Transaction”), such predecessor agreed to assume the liability associated with the Montreal Canadiens Deferred Compensation Plan (MCDC) for the benefit of the Montreal Canadiens’ players and coaches. During 2019, we made annual pension payments of approximately CAD $181,000 under the MCDC. Further, during 2019, we received a payment from the Montreal Canadiens of approximately CAD $2.0 million in connection with a purchase price adjustment related to the Canadiens Transaction. We have an ongoing business relationship with RES PUBLICA and its subsidiary, NATIONAL Public Relations, for strategic public relations services. Geoffrey E. Molson and Andrew T. Molson are affiliated with RES PUBLICA. Andrew T. Molson is also a partner and the Chairman of RES PUBLICA, and Geoffrey E. Molson is a member of its board of directors. In 2019, we made payments to NATIONAL Public Relations and RES PUBLICA totaling approximately CAD $176,000 and CAD $18,000, respectively, for strategic public relations services. The business relationship has been in place for many years, and our Board has determined it is fair and reasonable and comparable to market conditions for similar business relationships. From time to time, we employ members of the Coors and Molson families, which together own a controlling interest in our Class A shares of our Company. Hiring and placement decisions are made based upon merit and compensation packages that are offered commensurate with policies in place for all employees of Molson Coors. Peter J. Coors (son of Peter H. Coors and brother of David S. Coors) and David S. Coors (son of Peter H. Coors) are employed by the Company, each in non-executive positions. In 2019, director nominee, David S. Coors received compensation in the ordinary course of business of approximately $280,000, 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 David S. Coors’ compensation because it was limited to salary and benefits paid to an employee in the ordinary course of business. Please see the “Director Compensation” section beginning on page 34 for a description of, Peter H. Coors’ and Peter J. Coors’ compensation as non-executive employees and in their respective roles as directors of our Company. MOLSON COORS BEVERAGE CO. -2020 Proxy Statement37 Back to Contents Management Executive Officers The following persons hold the executive officer positions at Molson Coors as further described below as of the Record Date. GAVIN D.K. HATTERSLEYMichigan. Age 57 President and CEO of Molson Coors since: September 2019 Business Experience: See page 15. TRACEY I. JOUBERT Age 53 CFO of Molson Coors since: November 2016 Business Experience: Prior to her current role, Ms. Joubert served as the Chief Financial Officer and Executive Vice President of MillerCoors from 2012 to November 2016. Prior to entering that role in 2012, Ms. Joubert served as Vice President of Finance, Planning & Analysis and Controller since the formation of MillerCoors in 2008. Before joining MillerCoors, she served as Director of Finance and Group Services at Miller Brewing Company. She began her career in beer with SAB Limited in Johannesburg, South Africa, where she served as Financial Manager of technical accounting and Financial Manager of finance services. Prior to joining SAB Limited, she was Financial Manager at Barloworld, Ltd and articled at KPMG South Africa. In November 2017, Ms. Joubert was appointed to the board of directors of Cooper Tire & Rubber Company (NYSE: CTB), a publicly-traded manufacturer and marketer of replacement tires. She also serves on the Board of Trustees for the Boys and Girls Clubs of Milwaukee. Education: Ms. Joubert holds bachelor’s degrees in commerce and accounting from the University of Witwatersrand in South Africa. She passed the Public Accountants and Auditors Board exams in 1989. SIMON J. COX Age 52 President and Chief Executive Officer of Molson Coors Europe since: January 2015 Business Experience: Prior to his current role, Mr. Cox served as Managing Director for Molson Coors UK from September 2012 until December 2014. He joined Molson Coors in 2005 as Director of Supply Chain Strategy based in U.K. and developed increasing responsibility through senior positions as Strategy Director and Managing Director-Independent On-Premise. Before joining Molson Coors, Mr. Cox held a number of senior leadership positions within Carlsberg, a global brewer. Education: Mr. Cox holds a degree in Biochemistry from Manchester University. MOLSON COORS BEVERAGE CO. -2020 Proxy Statement38

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PETER MARINO
Age 47		President, Emerging Growth since: November 2019 Business Experience:
		Prior to his current role, Mr. Marino served as President of Tenth & Blake, our U.S. craft beer division, from September 2017 to October 2019. He served as Chief Public Affairs and Communications Officer for MillerCoors from September 2014 to September 2017, overseeing all communications, corporate, community and government affairs for MillerCoors. Mr. Marino joined MillerCoors in August 2012.
		Education:
		Mr. Marino holds a Masters of Business Administration degree from the Anderson School at the University of California - Los Angeles and a bachelor's degree in journalism from the University of Wisconsin - Madison.

PROPOSAL NO. 2—

E. LEE REICHERT
Age 53		Chief Legal and Government Affairs Officer of Molson Coors since February 2018; and Secretary of Molson Coors since: 2016 Business Experience:
		Prior to his current role, Mr. Reichert served as Deputy General Counsel of Molson Coors from 2012 to 2018 and as Chief Legal Officer of Molson Coors International from 2011 to 2017. Prior to joining Molson Coors, he was a partner at Lathrop & Gage, where he served on the firm’s Executive Committee. He is an elected member of the American Law Institute.
		Education:
		Mr. Reichert holds a J.D. from University of Illinois College of Law and a bachelor’s degree from Colgate University.

MICHELLE ST. JACQUES
Age 42		Chief Marketing Officer since: November 2019 Business Experience:
		Prior to her current role, Ms. St. Jacques served as Chief Marketing Officer of MillerCoors from February 2019 until November 2019. From 2015 to January 2019, Ms. St. Jacques served as Senior Vice President and Head of Global Brand & Marketing Capabilities for Kraft Heinz Company, in addition to a number of other roles with the company. Prior to the 2015 merger of Kraft and Heinz, she served as Vice President of Heinz Brand for H. J. Heinz Company from 2014 to 2015.
		Education:
		Ms. St. Jacques holds a bachelor's degree of Business Administration from the University of Michigan.

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PROPOSAL NO. 2—

ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION (THE ADVISORY SAY-ON-PAY VOTE)

Proposal Snapshot

What am I voting on?

Stockholders are being asked to approve, on an advisory basis, the compensation of our NEOs. Voting Recommendation: Our Board recommends a vote FOR the advisory vote to approve the compensation of our NEOs.

In accordance with Section 14A of the Exchange Act, the Class A Holders and the Class B Holders, voting together as a single class, are entitled to cast a vote to approve the compensation of our NEOs as described in the “Compensation Discussion and Analysis” section beginning on page 41 and the “Executive Compensation” section beginning on page 58. 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 our NEOs.

Voting Recommendation:

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

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

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

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

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

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

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Compensation Discussion and Analysis (CD&A)

TABLE OF CONTENTS

MOLSON COORS BEVERAGE CO. -2020 Proxy Statement40

Back to Contents Compensation Discussion and Analysis (CD&A) TABLE OF CONTENTS  44 Introduction 44 Executive Summary 44 Executive Compensation Philosophy 47 Oversight of Executive Compensation Programs 50 Components of Executive Compensation and 2020 Executive Pay Outcomes 51 Additional Information Regarding Executive Pay 57 Introduction Our CD&A describes our executive compensation programs in the context of how we have performed and how the Compensation & HR Committee considers that performance in governing our executive pay practices. This discussion focuses on the compensation programs provided to our NEOs, who for 2020 were: Name Title Compensation Discussion and Analysis (CD&A) 41 Gavin D.K. Hattersley President and CEO of Molson Coors Introduction 41 Tracey I. Joubert CFO of Molson Coors Executive Summary 41 Michelle St. Jacques Chief Marketing Officer (CMO) of Molson Coors Executive Compensation Philosophy 45 Simon J. Cox President and Chief Executive Officer of Molson Coors Europe Oversight of Executive Compensation Programs 48 Components of Executive Compensation and 2019 Executive Pay Outcomes 49 Additional Information Regarding Executive Pay 55 E. Lee Reichert

Introduction Our CD&A describes our executive compensation programs in the context of how we have performed and how the CompensationChief Legal & HR Committee considers that performance in governing our executive pay practices. This discussion focuses on the compensation programs provided to our NEOs, who for 2019 were: Name Title Gavin D.K. Hattersley President and CEO of Molson Coors Tracey I. Joubert CFO of Molson Coors Michelle St. Jacques Chief Marketing Officer of Molson Coors Simon J. Cox President and Chief Executive Officer of Molson Coors Europe E. Lee Reichert Chief Legal and Government Affairs Officer and Secretary of Molson Coors Mark R. Hunter(1) Former President and CEO of Molson Coors (1) Mr. Hunter retired from the Company effective September 28, 2019. Please note that the decisions and resulting payments described in this CD&A were made in the normal course in early 2020, prior to the full extent of the COVID-19 outbreak becoming known. The Committee will consider the business and financial impact of the COVID-19 outbreak on the Company, our stockholders and our employees in evaluating 2020 performance in early 2021. Executive Summary LINKING COMPENSATION TO STRATEGY Our business strategy drives our compensation philosophy and the choices we make as a business. Our primary focus is our First Choice to our people, consumers and customers strategy and earning more, using less and investing wisely by utilizing our PACC model. We earn more through our commercial excellence initiatives, which premiumize our portfolio globally and drive disruptive growth. By using less we protect our bottom-line performance, delivering cost savings and improving productivity through our shared services model and world-class supply chain improvements. Finally, investing wisely enables us to deliver our deleverage commitments allowing us to return cash to stockholders, and strengthens our business through brand led growth opportunities. Our business strategy involves a balanced focus on both the bottom and top-line,

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

Executive Summary

LINKING COMPENSATION TO STRATEGY

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

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

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

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Business Goal	Performance Measures(1)	Drivers
Earn More	Adjusted Underlying Pretax Income, Adjusted Underlying FCF, Adjusted NSR, Adjusted NSR / HL, PACC & Relative TSR	Build extraordinary brands Strengthen customer excellence Drive disruptive growth
Use Less	Adjusted Underlying Pretax Income, Adjusted Underlying FCF, PACC & Relative TSR	Drive synergies and cost savings Increase productivity Increase efficiency of spend
Invest Wisely	Adjusted Underlying Pretax Income, Adjusted Underlying FCF, PACC & Relative TSR	Brand led growth opportunities Strengthen balance sheet
(1) Our MCIP included metrics for Adjusted Underlying Pretax Income and Adjusted Underlying FCF, as well as Adjusted NSR and the top-line metrics are Volume andAdjusted NSR / HL. The combination of these four metrics incentivizesSee the discussion beginning on page 51 for further details on the MCIP and our executive team to focus every day on earning more, using less and investing wisely. Capital allocation within our business continues to be guidedexecutives’ performance. Our 2018-2020 PSUs used PACC modified by PACC, which helps us grow shareholder value over the medium to long-term. To maintain a disciplined, consistent approach with PACC across the business, we include PACC as a metric in our LTIP for our PSUs along with Relative TSR whichas performance metrics. See discussion beginning on page 53 for further aligns our PSU design to stockholders.details on the LTIP. See page 54 for the definition of PACC and beginning on page 56 for details on PACC performance. Performance measures, with the exception of Relative TSR, are adjusted and non-GAAP as defined on pages 52 and 54.

LINKING COMPENSATION TO PERFORMANCE

In 2020, we achieved the following Enterprise MCIP results:

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

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

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

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

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

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

Incentive Plan	Performance Result
MOLSON COORS BEVERAGE CO. -2020EnterpriseMCIP	63%
2020 Proxy Statement41NorthAmericaMCIP	145%
2020EuropeMCIP	0%
2018to2020PSUs	0%

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Business Goal	Performance Measures(1)	Drivers
Earn More	Volume, NSR / HL, Adjusted Underlying Pretax Income, Underlying FCF, PACC & Relative TSR	Build extraordinary brands Strengthen customer excellence Drive disruptive growth
Use Less	Adjusted Underlying Pretax Income, Underlying FCF, PACC & Relative TSR	Drive synergies and cost savings Increase productivity Increase efficiency of spend
Invest Wisely	Underlying FCF, Adjusted Underlying Pretax Income, PACC & Relative TSR	Brand led growth opportunities Strengthen balance sheet Return cash to shareholders
(1) Our 2019 MCIP included metrics for Adjusted Underlying Pretax Income and Underlying FCF, as well as NSR / HL and Volume. See discussion beginning on page 49 for further details on the MCIP and our executives' performance. Our 2017-2019 PSUs used PACC modified by Relative TSR as performance metrics. See discussion beginning on page 51 for further details on the LTIP. See page 52 for the definition of PACC and beginning on page 54 for details on PACC performance. Performance measures, with the exception of Relative TSR, are adjusted and non-GAAP as defined on pages 50 and 52.

LINKING COMPENSATION TO PERFORMANCE

In 2019 we achieved the following Corporate MCIP results:

Slightly above target results for our Underlying FCF metric, which allowed us to continue to deleverage;

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

Below target performance on volume overall, with trend improvements in the US more than offset by declines elsewhere; and

Below target performance on Adjusted Underlying Pretax Income, primarily due to underperformance in volume.

These results produced an overall Corporate MCIP payout at 69% of target.

Capital Allocation within our business continues to be guided by our PACC model, and our 2017 to 2019 PSUs used PACC as the primary measure, with Relative TSR as a secondary measure. Neither our PACC performance nor our Relative TSR performance met the pre-established performance targets for the period, as both underperformed against the thresholds set for the awards. Therefore, the PSUs for this period did not pay out according to their terms, and none of the value reported in the summary compensation table for 2017 for PSUs was realized.

Incentive Plan 2020 CEO Realizable Pay Versus Adjusted Underlying Performance	Performance Result
2019CorporateMCIP	69%
2017to2019PSUs	0%

Below are some other performance highlights against specific variable at-risk incentive metrics in our executive compensation program:

Performance Measure(1)	2019 Corporate Results vs. Performance Measure Target(2)	2019 Highlights
Adjusted Underlying Pretax Income	▼	Adjusted Underlying Pretax Income decreased 3.9% vs. 2018.
NSR / HL	▲	NSR / HL on a brand-volume basis increased 2.9% vs. 2018.
Underlying FCF	▲	We delivered nearly $1.4 billion of Underlying FCF; and Net debt (total debt less cash and cash equivalents) was reduced by more than $900 million during the year.
Volume	▼	Worldwide Brand Volume decreased 3.5% and Financial Volume decreased 4.0%(3) vs. 2018; and Global priority brand volume decreased 2.2% vs. 2018.
PACC	▼	We did not achieve our 2017-2019 cumulative PACC target with performance period ending December 31, 2019.
TSR	▼	Relative TSR over the three-year performance period 2017-2019 was in the 7th percentile vs. the S&P 500; and PSU unvested awards for 2018-2020 are also based on PACC modified by Relative TSR. PSU unvested awards for 2019-2021 are based on PACC, Relative TSR and Cumulative NSR.
(1) Performance measures, with the exception of Relative TSR, are adjusted GAAP or non-GAAP as defined on pages 50 and 52 and adjusted for changes in foreign currency movement versus the comparable period. (2) See further information about our MCIP and actual performance beginning on page 49 and for LTIP beginning on page 51. (3) See further information on Financial Volume and Worldwide Brand Volume starting on page 42 of our Form 10-K.

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

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

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

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

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	2019 CEO Realizable Pay Versus Adjusted Underlying Performance CEO PAY ACTIONS Below is a summary of the key components of our CEOs’ compensation and how it was impacted by our Company’s performance. Component of Pay Compensation Outcomes
Base Salary	As mentioned above, variable incentive metric performance was mixed for both MCIP and LTIP-PSUs in 2019. The overall Company MCIP for 2019 paid out at 69% of target, and the 2017 to 2019 PSU awards did not vest at all. Further, stock price declines during the performance period reduced the value of RSUs and stock options at year-end compared to the grant date value. Realizable pay for Mr. Hattersley forwas appointed CEO in late September 2019, was $4.51 million against a target value of $5.81 million - or approximately 78% of target - primarily due to the price of our stockat which declined by 12% during the period. Realizable pay for this comparison includes base salary, actual non-equity incentive plan payments, intrinsic value for stock options granted in 2019, RSUs valued at the stock price of December 31, 2019 and target-level PSU performance, again valued at the stock price of December 31, 2019. 2019 was a challenging year for the Company. However, despite significant headwinds and continued volume declines, we grew NSR/HL and improved our mix, delivered strong free cash flow and cost savings, reduced our debt, and started making progress toward premiumizing and modernizing our portfolio. In the fourth quarter of 2019 we announced a plan designed to get the Company back to consistent topline growth by streamlining the Company, allowing us to move faster and to free up resources to invest in our brands and capabilities. Considering all of the above factors,time the Compensation & HR Committee found the resulting CEO realizable payand Board increased his base salary to be aligned with our performance$1,100,000, which they believe is reflective of peer group practices for the year. Values relatedrole and Mr. Hattersley’s experience. Mr. Hattersley did not receive an increase to performance incentive metrics shownhis salary in 2020.
Annual Incentive (MCIP)	Upon his appointment as CEO of the chart above areCompany, the Compensation & HR Committee and Board set Mr. Hattersley’s target MCIP at 150% of his base salary, again as reflective of finalpeer group practices and Mr. Hattersley’s experience. Based on actual performance in 2020, Mr. Hattersley’s incentive plan results, andpayout was $1,039,500 — 63% of his target annual incentive for MCIP incentive metrics are adjusted for the impact currency exchange rate fluctuations have on the calculations throughout the year and some unplanned items. The definitions2020.
Long-Term Incentives (LTIP)	Mr. Hattersley received a target-level award of Adjusted Underlying Pretax Income and Underlying FCF,$4.5 million in March 2020 as well as adjusted NSR / HL and Volume as shown in this chart can be found in the “Components of Executive Compensation and 2019 Executive Pay Program Outcomes - Annual Incentives (MCIP)” section beginning on page 49. PACC and Relative TSR definitions and calculations can be found in the “PSUs or Performance Equity” section beginning on page 52. MOLSON COORS BEVERAGE CO. -2020 Proxy Statement43 Back to Contents CEO PAY ACTIONS Below is a summary of the key componentspart of our CEOs' compensationannual LTIP award cycle, divided among PSUs (50% by grant date value), RSUs (30%) and how it was impacted by our Company’s performance. Effective September 28, 2019, Mark Hunter retired from the Companyoptions (20%). The $4.5 million level of Mr. Hattersley’s annual LTIP target as our President and CEO and Gavin Hattersley assumed those roles. Component of Pay Compensation Outcomes Base Salary After a review of our peer group, comparable industry data, our pay philosophy and Company and personal performance, Mr. Hunter's salary was set at $1,260,750, an increase of 2.5% from 2018. Mr. Hattersley began the year as the President and CEO of our US segment. Upon his appointment as Company CEO in late September 2019, the Committee and Board increased his base salary to $1,100,000, which they believed was reflective of peer group practices for the role and Mr. Hattersley’s experience. Annual Incentive (MCIP) EXECUTIVE COMPENSATION GOVERNANCE BEST PRACTICES CHECKLIST What We Do What We Don’t Do Mr. Hunter's 2019 target was unchanged from his 2018 target (at 150% of base salary). The MCIP payout for 2019 was 69% of target level, and Mr. Hunter's payout was pro-rated for the period he worked in 2019 before his retirement. Upon his appointment as CEO of the Company, the Committee and Board set Mr. Hattersley's target MCIP at 150% of his base salary, again as reflective of peer group practices. Based on actual performance in 2019 and pro-rated for the various roles he held over the course of the year, Mr. Hattersley’s incentive payout was $1,001,579 – or approximately 76% of his target annual incentive for 2019. Long-Term Incentives (LTIP) Using the same evaluation criteria as base salary above, Mr. Hunter's 2019 LTIP target was unchanged at $5.5 million. Mr. Hattersley received a target-level award of $2.5 million in March 2019 as part of our annual LTIP award cycle, split between PSUs (50% by grant date value), RSUs (30%) and options (20%). Upon his appointment as CEO of the Company, the Board granted to him an additional $1.0 million in LTIP awards, split similarly among PSUs, RSUs and options and with the same performance metric targets for the PSUs. As part of the package described by the Board in his offer letter, Mr. Hattersley’s annual LTIP target as CEO was set at $4.5 million annually, again as reflective of peer group practices for the role and Mr. Hattersley's experience.
✔	SIGNIFICANT CEO AND NEO ACTIVITY IN 2019Tie a significant portion of compensation to performance	Mr. Hunter retired as President✘	Design our executive compensation program to encourage excessive risk taking
✔	Use a balance of short and CEO of the Company in September 2019. Prior to his retirement he worked with the Committeelong-term incentive awards and the Board to help identify a successor, ultimately resulting in the appointment of Mr. Hattersley to the role. No new benefits were provided to Mr. Hunter upon retirement, though he received certain benefits upon or after his retirement by the terms of existing agreements, including payout of certain non-qualified deferred compensation benefits, a pro-rated annual bonusestablish diverse performance metrics for his year of retirement based on actual Company performance, accelerated vesting of outstanding unvestedboth	✘	Re-price stock options without stockholder approval
✔	Implement enhanced clawback policy	✘	Provide excise tax gross-ups to executives
✔	Consider peer group and continued vestingcomparable industry data in setting compensation	✘	Pay cash dividends to executives on unvested RSUs or PSUs
✔	Establish significant executive and director stock ownership guidelines and evaluate compliance annually	✘	Allow hedging of unvested RSU and PSU grants. Mr. Hattersley was appointed to the role of President and CEO of the Company upon Mr. Hunter's retirement in September, pursuant to a thorough succession planning process conducted by the Committee and the Board. His compensation levels for the President and CEO roles were set using the same market data and criteria described later in this section. He received a one-time equity award with a value of $1.0 million at the time of his appointment, subject to the same performance metrics and targets as his annual award granted in March 2019, partly as an incentive to take the role and partly as a recognition that he would be performing the duties of the President and CEO for six months prior to receiving his first normal-course equity grant in the role. Ms. St. Jacques was hired in February 2019 as Chief Marketing Officer for our US segment after a thorough search and competitive hiring process. In 2019, she received sign-on incentives totaling $1.5 million in cash and an RSU award with a grant-date value of $1.25 million and a five-year vest period - partly as an incentive to sign with the Company, partly as a recognition of value that she was walking away from at her former company and partly as a recognition that she would not be eligible for a normal course equity grant under our LTIP program for 2019. The cash incentives would have had to be repaid if she voluntarily resigned or was terminated for gross misconduct within 12 months of the payment.stock
MOLSON COORS BEVERAGE CO. -2020 Proxy Statement44 Back to Contents EXECUTIVE COMPENSATION GOVERNANCE BEST PRACTICES CHECKLIST 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 and establish diverse performance metrics for both Re-price stock options without stockholder approval Voluntarily implemented clawback provisions Provide excise tax gross-ups to executives Consider peer group and comparable industry data in setting compensation Issue dividends or dividend equivalents to executives on unvested RSUs and PSUs Establish significant executive and director stock ownership guidelines and evaluate compliance annually Allow hedging of company stock ✔ Segregate duties between the independent Compensation & HR Committee, our Board, the Compensation Consultant and management Award excessive perquisites Actively engage with investors regarding executive compensation and governance practices Offer excessive change in control or severance benefits Executive Compensation Philosophy Our executive compensation philosophy establishes principles that enable us to attract and retain the leaders who will effectively develop and execute our business strategy. The Compensation & HR Committee, reviews these principles regularly to ensure that they support our strategic objectives. Incentive plan metrics are reviewed against Board, approved businessthe Compensation Consultant and financial plans. Our objective is for ourmanagement	✘	Award excessive perquisites
✔	Actively engage with investors regarding executive compensation programs to support our business and talent needs while being competitivegovernance practices	✘	Offer excessive change in an ever-changing marketplace.control or severance benefits In setting those compensation levels, we use the following principles: Pay for Performance Compensation Mix; Market Competitiveness; and Compensation Element Purpose. PAY FOR PERFORMANCE COMPENSATION MIX We pay for performance. The percentage of at-risk performance-based pay increases with the level of responsibility and contribution to our Company. Consistent with our pay philosophy and in line with the compensation structure at our peer companies, our NEOs' annual total direct compensation (TDC) at target levels are structured so that approximately 85% of the CEO’s compensation and approximately 75% of the other NEOs' compensation consists of annual and long-term compensation that is at-risk and varies with financial and stock price / TSR performance. MOLSON COORS BEVERAGE CO. -2020 Proxy Statement45

Executive Compensation Philosophy

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

Pay for Performance Compensation Mix;

Market Competitiveness; and

Compensation Element Purpose.

PAY FOR PERFORMANCE COMPENSATION MIX

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

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2019 Target Compensation Mix

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

MARKET COMPETITIVENESS

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

Each year, the Compensation & HR Committee reviews the competitiveness of our compensation program and individual elements. For 2019, the Compensation & HR Committee used a peer group of 18 companies and survey data from other consumer products industry companies to assess the competitive levels for each element of the NEOs' compensation (base salary, annual incentive and long-term incentives) and, when appropriate, perquisites and executive benefits.

The Compensation & HR Committee, in consultation with the independent Compensation Consultant, selected the 2019

2020 Target Compensation Mix

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

MARKET COMPETITIVENESS

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

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

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

Size

Operations

Global Complexity

Competition for Global Talent

General Economic Challenges

Industry; or at a Minimum, Consumer Product Companies

Public Versus Privately Held

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Our 2020 peer group consisted of the following companies:

Brown-Forman Corporation	Heineken NV
Campbell Soup Company Carlsberg A/S The Clorox Company Coca-Cola European Partners Plc Colgate-Palmolive Company ConAgra Brands, Inc. Constellation Brands, Inc. Diageo plc	The Hershey Company Hormel Foods Corporation The J. M. Smucker Company Kellogg Company The Kraft Heinz Company Keurig Dr Pepper Inc.* McCormick & Co. Mondelez International, Inc.
General Mills, Inc.

General Economic Challenges

Industry; or at a Minimum, Consumer Product Companies

Public Versus Privately Held

*

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Our 2019 peer group consisted of the following companies:

Brown-Forman Corporation	Heineken NV
Campbell Soup Company Carlsberg A/S The Clorox Company* Coca-Cola European Partners Plc Colgate-Palmolive Company* ConAgra Brands, Inc. Constellation Brands, Inc. Diageo plc	The Hershey Company Hormel Foods Corporation* The J. M. Smucker Company Kellogg Company The Kraft Heinz Company McCormick & Co.* Mondelez International, Inc.
General Mills, Inc.
* New for 2019

Aafter prior peer Dr Pepper Snapple Group merged with Keurig Green Mountain in July 2018, and was excluded for consideration in the 2019 peer group.Mountain.

COMPENSATION ELEMENT PURPOSE

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

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

Element of Compensation	Purpose	Peer Group Reference Point” below illustrates thePoint
Base Salary — Fixed Pay	Fixed dollar amount which provides a competitive level of fixed compensation	Generally, median of peer group
Annual Incentive Awards — Pay for Performance	Provides annual variable pay level we consider from ouropportunities to reward achievement of short-term Company goals that also drive sustainable long-term value creation	Generally, median of peer group when compensation decisions are made, we do not fix pay to peer group benchmarks; rather they are only one component in our decision-making around executive compensation. Additionally, we consider executive experience and performance, business and industry challenges and macroeconomic factors. Further, we facilitate cross-border mobility within our workforce through our compensation programs. Specifically, we maintain robust talent management programs, which allow for succession vertically, laterally and internationally across our business. Element of Compensation Purpose Peer Group Reference Point Base Salary - Fixed Pay Fixed dollar amount which provides a competitive level of fixed compensation Generally, median of peer group Annual Incentive Awards - Pay for Performance Provides annual variable pay opportunities to reward achievement of short-term Company goals that drive sustainable long-term value creation Generally, median of peer group Actual payouts are determined by performance Long-Term Incentive Awards — Pay for Performance Provides long-term, stock-based variable pay opportunities to reward achievement of long-term Company goals Aligns executive compensation with stockholder outcomes Provides retention value Generally, median of peer group Actual payouts determined by performance Long-Term Incentive Awards - Pay for Performance Provides long-term, stock-based variable pay opportunities to reward achievement of long-term Company goals Aligns executive compensation with stockholder outcomes Provides retention value Generally, median of peer group Actual payouts determined by performance MOLSON COORS BEVERAGE CO. -2020 Proxy Statement47

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Oversight of Executive Compensation Programs

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

ROLES AND RESPONSIBILITIES

Board (Majority Independent)	Sets annual operating plan and long-range (three-year) plan, including Adjusted Underlying Pretax Income and Adjusted Underlying FCF, as well as Adjusted NSR and Adjusted NSR / HL. These plans lay the foundation for our executive officers, including our NEOs, as set forthcompensation programs; Reviews the CEO’s performance measured against the above metrics and the manner in which he motivated the following table:team to achieve them; and ROLES AND RESPONSIBILITIES Board (Majority Independent) Sets annual operating plan and long-range (three-year) plan, including Adjusted Underlying Pretax Income and Underlying FCF, as well as NSR/HL and Volume. These plans lay the foundation for our compensation programs; Reviews the CEO’s performance measured against the above metrics and the manner in which he motivated the team to achieve them; and For the CEO, sets base pay, annual incentive target (and approval of any bonus payout) and LTIP targets (and approves any grants) after reviewing recommendations from the Compensation & HR Committee. Compensation & HR Committee (100% Independent) Sets compensation for the NEOs, other than the CEO, after reviewing recommendations from the CEO; Reviews data, business objectives and goals as established in coordination with our Board, and assesses achievement and recommends compensation for the CEO for approval by our Board; Following our Board’s establishment of business goals and objectives, sets performance measures and payout ranges for MCIP and LTIP metrics; and Certifies levels of attainment of the Company and business unit performance and reviews the NEOs’ (other than the CEO) performance based on the evaluations presented by the CEO. Compensation Consultant (Independent) Reports directly to the Compensation & HR Committee; Assists in developing recommendations for executive compensation, including all the NEOs; and Based on input and guidance from the Compensation & HR Committee, the CEO and Chief People and Diversity Officer, develops and provides information and recommendations for use by the Compensation & HR Committee in reviewing and adjusting our global compensation philosophy, including: – peer group and industry data; – assessments of pay competitiveness for executive officers; and – methodologies for implementation of compensation elements and relative pay and performance alignment. CEO Recommends individual performance goals for the other NEOs and guides the achievement of those goals; Evaluates each of the other NEO’s performance on the basis of personal goals set for the year and a self-assessment completed by the NEO; Recommends salaries and MCIP and LTIP awards for the other NEOs, based on his assessments; and Reviews trend information and reports prepared by the Compensation Consultant regarding the competitiveness and effectiveness of our compensation policies, programs and pay levels in order to make recommendations to the Compensation & HR Committee. Chief People and Diversity Officer (North America) Reviews trend information and reports prepared by the Compensation Consultant regarding the competitiveness and effectiveness of our compensation policies, programs and pay levels in order to make recommendations to the Compensation & HR Committee; and Recommends changes regarding adjustments to our executive compensation programs to the CEO and the Compensation & HR Committee. 2021 Proxy Statement- MOLSON COORS BEVERAGE CO.    50 Back to Contents Components of Executive Compensation & HR Committee (100% Independent)	Sets compensation for the NEOs, other than the CEO, after reviewing recommendations from the CEO; Reviews data, business objectives and goals as established in coordination with our Board, and assesses achievement and recommends compensation for the CEO for approval by our Board; Following our Board’s establishment of business goals and objectives, sets performance measures and payout ranges for MCIP and LTIP metrics; and Certifies levels of attainment of the Company and business unit performance and reviews the NEOs’ (other than the CEO) performance based on the evaluations presented by the CEO.
Compensation Consultant (Independent)	Reports directly to the Compensation & HR Committee; Assists in developing recommendations for executive compensation, including for the NEOs; and Based on input and guidance from the Compensation & HR Committee, the CEO and Chief People and Diversity Officer, develops and provides information and recommendations for use by the Compensation & HR Committee in reviewing and adjusting our global compensation philosophy, including: – peer group and industry data; – assessments of pay competitiveness for executive officers; and – methodologies for implementation of compensation elements and relative pay and performance alignment.
CEO	Recommends individual performance goals for the other NEOs and guides the achievement of those goals; Evaluates each of the other NEO’s performance on the basis of personal goals set for the year and a self-assessment completed by the NEO; Recommends salaries and MCIP and LTIP awards for the other NEOs, based on his assessments; and Reviews trend information and reports prepared by the Compensation Consultant regarding the competitiveness and effectiveness of our compensation policies, programs and pay levels in order to make recommendations to the Compensation & HR Committee.
Chief People and Diversity Officer (North America)	Reviews trend information and reports prepared by the Compensation Consultant regarding the competitiveness and effectiveness of our compensation policies, programs and pay levels in order to make recommendations to the Compensation & HR Committee; and Recommends changes regarding adjustments to our executive compensation programs to the CEO and the Compensation & HR Committee.

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Components of Executive Compensation and 2019 Executive Pay Outcomes

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

BASE SALARY

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

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

NEO	Base Salary as of December 31, 2019 ($)	As of December 31, 2020 ($)	Total % Change
Gavin D.K. Hattersley	1,100,000	1,100,000	0.0%
Tracey I. Joubert	750,198	772,704	3.0%
Michelle St Jacques	640,000	640,000	0.0%
Simon J. Cox	555,686	555,686	0.0%
Lee Reichert	630,000	630,000	0.0%
All values are in USD. A GBP to USD exchange rate of 1.367 as of December 31, 2020 was used to convert Mr. Cox’s 2020 and 2019 base salaries.

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

ANNUAL INCENTIVES (MCIP)

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

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

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The 2020 MCIP awards were based on the following metrics:

Metric (weight %)(1)	Corporate Definition
Adjusted Underlying Pretax Income (25%)	Pretax income (loss) from continuing operations, adjusted for certain items
Adjusted Underlying FCF (25%)	Cash provided by operating activities minus (–) capital expenditures, adjusted for certain items
Adjusted NSR (25%)	Our total revenue from sales after excise taxes, adjusted for certain items
Adjusted NSR / HL (25%)(2)	Our total revenue from sales after excise taxes, adjusted for certain items, divided ( / ) by volume(3)
(1) For NEOs, Adjusted Underlying Pretax Income and Adjusted Underlying FCF, as well as the Adjusted NSR and Adjusted NSR / HL achievements were measured against a performance scale which included threshold, target and maximum performance levels for the year, as shown below. Similar targets were used for other executive officers and all are based on their primary geographical responsibilities or corporate consolidated results (Enterprise). The adjustments to arrive at these underlying metrics are determined in accordance with the Company’s written policies regarding such matters. These underlying metrics are further adjusted at the discretion of, and subject to approval by, the Compensation & HR Committee and adjusted based on considerations such as positioning vs. our peer group, experience and performance in role, as well as scope of responsibilities. For 2019, the Compensation & HR Committee approved the following NEO salary adjustments, other than for Mr. Hunter whose adjustment was approved by our Board after recommendation by the Compensation & HR Committee, and for Mr. Hattersley’s adjustment upon appointment to the role of Company CEO, which was also approved by the Board. NEO Starting Salary December 31, 2018 ($) As of April 1, 2019 ($) As of December 31, 2019 ($) Total % Change in 2019 Gavin D.K. Hattersley 959,400 959,400 1,100,000 14.7% Tracey I. Joubert 666,250 750,198 750,198 12.6% Michelle St. Jacques 600,000(1) 600,000 640,000 6.7% Simon J. Cox 479,600 489,250 540,650 12.7% E. Lee Reichert 500,000 600,000 630,000 26.0% Mark R. Hunter 1,230,000 1,260,750 (2) 2.5% All values are in USD. A GBP to USD exchange rate of 1.3257 as of December 31, 2019 was used to convert Mr. Cox’s 2019 and 2018 base salaries. (1)  Michelle St. Jacques was hired in February 2019 at the annual salary level noted. (2)  Mr. Hunter retired from the Company, effective September 28, 2019. Due to Mr. Hunter’s retirement as CEO and the revitalization plan directed by Mr. Hattersley in the third quarter of 2019 upon his appointment as CEO, there were two dates for salary changes this year. During our typical annual process in the first quarter of 2019, Ms. Joubert and Mr. Reichert each received significant increases to move them closer to market median positioning, in accordance with our philosophy and historical practice of incremental steps toward median over a period of time. The remaining executives received market-level increases commensurate with their market positioning and performance.MCIP. (2) Mr. Hattersley was promoted effective late September 2019, with the salary change noted,Adjusted NSR and embarked upon a revitalization plan that changed the structure of the Company. In conjunction with this plan, certain employees including Ms. St. Jacques and Messrs. Cox and Reichert received moderate salary adjustmentsAdjusted NSR / HL must each achieve at least threshold performance levels for either metric to reflect their updated roles in the new structure.pay out. (3) Ms. St. Jacques also received a sign-on cash bonus in connection with her recruitment as explained further on page 44.Enterprise NSR / HL = (Europe reported NSR plus (+) North America NSR) divided ( / ) by (North America sales to wholesalers plus (+) Europe Financial Volume plus (+) royalty volume). ANNUAL INCENTIVES (MCIP) We refer to our annual incentive program as MCIP, which is administered under our Incentive Compensation Plan. MCIP provides variable pay opportunity for short-term performance, which is consistent with peer companies’ practices and rewards participants for achievement against short-term objectives that can have a long-term impact on our Company’s performance. Our MCIP rewards executives, including the NEOs, for performance against pre-established annual performance goals at the Company, business unit and individual levels. The MCIP performance for our CEO is based entirely on the achievement of Company goals. For other NEOs, individual goals measure performance against specific job initiatives and carry a 25% weight of total MCIP target. For 2019, individual goals for NEOs included but were not limited to financial goals with a focus on top-line growth, changing the trajectory of CoorsLight, deleveraging, accelerating the exploration of disruptive growth initiatives, and accelerating the development and readiness of diverse global leaders. It is important to note that the opportunity for payment against individual goals is fully conditional upon receiving a payout based on the results of the Company and/or applicable business unit. If the Company and/or business unit component does not pay out due to below threshold performance, the individual component does not pay out either. The Compensation & HR Committee maintains discretion and control over the MCIP award payout, gauging reasonableness of final award payout results against performance. In the first quarter of 2019, the Compensation & HR Committee established a target and maximum MCIP award for each NEO based on annual operating plan financial metrics. Award payouts can range from 0% to 200% of the target award, based on level of achievement. The Compensation & HR Committee then has discretion to adjust MOLSON COORS BEVERAGE CO. -2020 Proxy Statement49 Back to Contents those maximum award levels downwards (but not upwards) for unforeseen economic or business issues impacting any one or all of the business units. Any downward adjustments are determined by the results of the MCIP metrics and the executive’s performance against specific individual goals. The 2019 MCIP awards were based on the following metrics: Metric (weight %)(1) Corporate Definition Adjusted Underlying Pretax Income (25%) Pretax income (loss) from continuing operations, adjusted for certain items NSR / HL (25%)(2) Our total revenue from sales after excise taxes, adjusted for certain items, divided ( / ) by Volume(3) Volume (25%)(2) Worldwide Brand Volume(4) Underlying FCF (25%) Cash provided by operating activities minus (-) capital expenditures, adjusted for certain items (1) For NEOs, the Adjusted Underlying Pretax Income and Underlying FCF, as well as NSR / HL and Volume achievements were measured against a performance scale which included threshold, target and maximum performance levels for the year, as shown below. Similar targets were used for other executive officers and all are based on their primary geographical responsibilities along with a corporate component. The adjustments to arrive at these underlying metrics are determined in accordance with the Company’s written policies regarding such matters. These underlying metrics are further adjusted at the discretion of, and subject to approval by, the Compensation & HR Committee in accordance with the MCIP. (2) NSR / HL and Volume must each achieve threshold or above performance for either metric to payout. (3) Corporate NSR / HL = (Europe and International reported NSR plus (+) US and Canada domestic NSR) divided ( / ) by (US and Canada domestic sales to wholesalers) plus (+) Europe Financial Volume plus (+) International brand volume (financial sales to wholesalers plus (+) royalty volume). (4) See further information on Worldwide Brand Volume starting on page 42 of our Form 10-K. 2019 ANNUAL INCENTIVE (MCIP) RESULTS Below are the threshold, target and maximum levels of achievement at the Company, U.S. and Europe levels for 2019 and corresponding adjusted underlying results. Results for Canada and International are not displayed as none of the NEOs participated in these business unit plans. 2019 MCIP ADJUSTED UNDERLYING RESULTS(1) Business Unit - Company Metric Weighting Threshold Target Max Actual Payout (%) Pretax Income ($ USD millions) 25% 1,270.9 1,337.8 1,538.5 1,270.3 0 NSR / HL ($ USD) 25% 102.93 107.22 111.51 107.89 116 Underlying FCF ($ USD millions) 25% 1,263.8 1,344.5 1,821.8 1,372.1 106 Volume (HL millions) 25% 88.8 91.5 93.3 88.9 52 TOTAL PAYOUT           69

2020 ANNUAL INCENTIVE (MCIP) RESULTS

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

2020 MCIP ADJUSTED UNDERLYING RESULTS⁽¹⁾

Metric	Weighting	Threshold	Target	Max	Actual	Payout (%)
Adjusted Underlying Pretax Income ($ USD millions)	25%	1,010	1,147	1,401	1,157	106
Adjusted Underlying FCF ($ USD millions)	25%	940	1,044	1,357	1,185	145
Adjusted NSR ($ USD millions)	25%	9,191	9,574	9,957	8,986	0
Adjusted NSR / HL ($ USD)(2)	25%	104.92	109.29	113.66	109.54	0
TOTAL PAYOUT						63

 

Business Unit — North America
Metric	Weighting	Threshold	Target	Max	Actual	Payout (%)
Adjusted Underlying Pretax Income ($ USD millions)	25%	833	877	1,009	1,080	200
Adjusted Underlying FCF ($ USD millions)	25%	776	862	1,121	1,242	200
Adjusted NSR ($ USD millions)	25%	7,559	7,874	8,189	7,676	68
Adjusted NSR / HL ($ USD)	25%	119.95	124.95	129.95	125.44	110
TOTAL PAYOUT						145

Business Unit — Europe
Metric	Weighting	Threshold	Target	Max	Actual	Payout (%)
Adjusted Underlying Pretax Income (€ EUR millions)	25%	147	155	178	(25)	0
Adjusted Underlying FCF (€ EUR millions)	25%	146	162	211	(44)	0
Adjusted NSR (€ EUR millions)	25%	1,455	1,516	1,577	1,158	0
Adjusted NSR / HL (€ EUR)	25%	59.19	61.66	64.13	55.79	0
TOTAL PAYOUT						0
(1) We calculate MCIP performance using Adjusted NSR and Adjusted NSR / HL, which is an adjusted GAAP measure, and non-GAAP Adjusted Underlying Pretax Income and Adjusted Underlying FCF. For Adjusted Underlying Pretax Income and Adjusted Underlying FCF, results are calculated by excluding special and other non-core items from the nearest U.S. GAAP performance measure (for more information on special items, see Part II, Item 8, Note 7 Special Items in our Annual Report), which is net income from continuing operations before tax for Adjusted Underlying Pretax Income and net cash provided by operating activities for Adjusted Underlying FCF. Applicable U.S. GAAP and underlying non-GAAP results may be adjusted for foreign currency movements and certain unplanned economic or business issues. In October 2019, the Company announced a revitalization plan, which in part was designed to drive top-line growth, noting that 2020 would be a year of investment in our brands, business and capabilities. As a result, certain 2020 financial and operational targets were below 2019 target levels due to these strategic choices designed to drive long-term shareholder returns. (2) Although the Enterprise Adjusted NSR / HL metric achieved above threshold performance, the Adjusted NSR metric did not, and per plan design both metrics must achieve threshold or above performance for either to pay out. (3) Ms. Joubert and Messrs. Hattersley and Reichert participate at the Enterprise level, which is reflective of their global responsibilities. Ms. St. Jacques participates at the North America level and Mr. Cox participates at the Europe level, which is reflective of their respective responsibilities.

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

NEO	2020 MCIP Target (as a % of Salary)		Component(1)	Weight (%)	MCIP Multiplier (%)(2)	MCIP Award for 2020 ($) (Paid in 2021)
Gavin D.K. Hattersley	150		Enterprise	100	63	1,039,500
			TOTAL			1,039,500
Tracey I. Joubert	90		Enterprise	75	63	326,213
			Individual	25	150	163,106
			TOTAL			489,319
Michelle St. Jacques	75		North America	75	145	522,000
			Individual	25	110	191,400
			TOTAL			713,400
Simon J. Cox	90		Europe Individual	75 25	0 0	0 0
			TOTAL			0
E. Lee Reichert	80		Enterprise Individual	75 25	63 115	238,140 87,318
			TOTAL			325,458
(1) Ms. Joubert and Messrs. Hattersley and Reichert participate at the Enterprise level, which is reflective of their global responsibilities. Ms. St. Jacques participates at the North America level while Mr. Cox participates at the Europe level, which are reflective of their respective responsibilities. (2) The individual goals component of the MCIP multiplier are scaled by Company or business unit performance in the final MCIP award calculation (e.g. Mr. Reichert’s individual goal multiplier of 115% is multiplied (x) by 63% Company performance for a total of 72.45% of individual target).

LONG-TERM INCENTIVES (LTIP)

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

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

 

Business Unit - U.S.
Metric	Weighting	Threshold	Target	Max	Actual	Payout (%)
Pretax Income ($ USD millions)	25%	1,297.1	1,365.4	1,570.2	1,327.9	73
NSR / HL ($ USD)	25%	117.39	122.28	127.17	122.04	97
Underlying FCF ($ USD millions)	25%	1,501.3	1,580.3	2,054.4	1,638.8	112
Volume (HL millions)	25%	53.4	55.0	56.1	54.2	76
TOTAL PAYOUT						90

LTIP Allocation
Award Type	2020 (%)		2020 Alignment to Shareholders
PSUs	50	Business Unit - Europe Metric Weighting Threshold Target Max Actual Payout (%) Pretax Income (€ EUR millions) 25% 169.9 178.8 205.6 157.7 0 NSR / HL(2) (€ EUR) 25% 55.48 57.79 60.10 59.22 0 FCF (€ EUR millions) 25% 188.3 198.2 257.7 146.7 0 Volume (HL millions) 25% 23.8 24.5 25.0 23.5 0 TOTAL PAYOUT           0 (1) We calculate MCIP performance using Volume and NSR / HL, which are adjusted GAAP measures, and non-GAAP Adjusted Underlying Pretax Income and Underlying FCF. For Adjusted Underlying Pretax Income and Underlying FCF, results are calculated by excluding special and other non-core items from the nearest U.S. GAAP performance measure (for more information on special items, see Part II, Item 8, Note 7 Special Items in our Annual Report), which is net income from continuing operations attributable to Molson Coors before tax for Adjusted Underlying Pretax Income and net cash provided by operating activities for Underlying FCF. Applicable U.S. GAAP and underlying non-GAAP results may be adjusted for foreign currency movements and certain unplanned economic or business issues. (2) Although the Europe NSR / HL metric achieved above threshold performance, the Volume metric did not, and per plan design both metrics must achieve threshold or above performance for either to payout.	Payout depends on our performance on Relative TSR, PACC and cumulative NSR plus dividend equivalents (to the extent dividends are paid)
RSUs	30		MOLSON COORS BEVERAGE CO. -2020 Proxy Statement50 Back to Contents The following table summarizesValue of award depends on our stock price at time of vesting plus dividend equivalents (to the calculation of final 2019 MCIP awards forextent dividends are paid)
Stock Options	20		Value is realized only if our NEOs after review bystock price increases from the Compensation & HR Committee (and our Board in the case of Messrs. Hattersley and Hunter) 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 2019 performance assessment against individual goals. The “Grants of Plan Based Awards” table on page 60 provides information on each NEO’s threshold, target and maximum MCIP award. NEO 2019 MCIP Target (as a % of Salary)   Component Weight (%) MCIP Multiplier (%)(1) MCIP Award for 2019 ($) (Paid in 2020) Gavin D.K. Hattersley (before Sept 28)       (after Sept 28)   125       150     U.S. Company Individual   Company   50 25 25   100   90 69 100   69   399,201 153,028 153,028   296,322       TOTAL     1,001,579 Tracey I. Joubert 80 / 90(2)   Company 75 69 308,499       Individual 25 110 113,116       TOTAL     421,615 Simon J. Cox(3) 80 / 90(2)   Europe 50 0 0       Company 25 69 69,703       Individual 25 60 41,822       TOTAL     111,525 Michelle St. Jacques 55 / 75(2)   U.S. 50 90 145,940       Company 25 69 72,969       Individual 25 150 109,454       TOTAL     328,363 E. Lee Reichert 80   Company Individual 75 25 69 130 240,266 104,115       TOTAL     344,381 Mark R. Hunter(4) 150   Company 100 69 957,403       TOTAL     957,403 (1) The individual goals component of the MCIP multiplier are scaled by Company performance in the final MCIP award calculation (e.g. Mr. Cox’s individual goal multiplier of 60% is multiplied (x) by 69% Company performance for a total of 41% of individual target). (2) Bonus targets for Mses. Joubert and St. Jacques and Mr. Cox were adjusted in November of 2019 to reflect changes to their roles in the new structure. (3) A GBP to USD exchange rate of 1.3257 as of December 31, 2019 was used to convert Mr. Cox’s 2019 MCIP award payment. (4) Mr. Hunter retired during the year and received a pro-rata bonus for the period during 2019 he actually worked, modified by actual Company performance. LONG-TERM INCENTIVES (LTIP) We use our LTIP to provide variable pay compensation in the form of equity that rewards executives when we achieve long-term results that align with our stockholders’ interests. Under our LTIP, we grant executives three types of awards, which are administered under the Incentive Compensation Plan: PSUs, RSUs and stock options. Each NEO is awarded an aggregate LTIP value, which is allocated among the three types of awards. For 2019, we continued with our 2018 mix of awards (see table below) to provide a balance of performance- and retention-based compensation to support our long-term strategy. This mix of awards is designed to tie executive compensation to TSR, balance performance focus with retention value, and mitigate the risk of over-focus on a single metric. LTIP Allocationdate Award Type 2019 (%) 2019 Alignment to Shareholders The number of PSUs and RSUs awarded to each NEO is determined at the date of grant by dividing the target value of the award by the closing price of our Class B common stock on that date. The number of stock options is determined by dividing the target value of the award by the Black-Scholes value of the award on that date. The number of PSUs, RSUs and stock options granted to each NEO in 2020 is detailed in the “Grants of Plan Based Awards” table beginning on page 61. 2021 Proxy Statement- MOLSON COORS BEVERAGE CO.    53 Back to Contents The target value of the LTIP awards granted to the NEOs in 2020 is shown below. Name Total 2020 Annual LTIP Awards ($) GavinD.K.Hattersley 4,500,000 TraceyI.Joubert 1,500,000 MichelleSt.Jacques 900,000 SimonJ.Cox 1,500,000 E.LeeReichert 1,000,000 PSUs 50 Payout depends on our performance on Relative TSR, cumulative NSR and PACC RSUs 30 Value of award depends on our stock price at time of vesting Stock Options 20 Value is realized only if our stock price increases from the grant date The number of PSUs, RSUs and stock options granted to each NEO in 2019 is detailed in the “Grants of Plan Based Awards” table beginning on page 60. The key components of our LTIP are summarized below: MOLSON COORS BEVERAGE CO. -2020 Proxy Statement

The key components of our LTIP are summarized below:

PSUs or Performance Equity

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PSUs or Performance Equity

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

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

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

Metric	Definition
RelativeTSR	Stock price appreciation plus (+) dividends paid during the performance period, divided ( / ) by starting stock price and compared relative to the same measure for companies in the S&P Consumer Staples Index cumulative three-year
PACC – Operating Profits – Capital Charge	Operating Profits minus (-) Capital Charge Underlying earnings before taxes multiplied (x) by 1 minus (-) our underlying effective tax rate plus (+) underlying interest expense plus (+) underlying depreciation and amortization Underlying net operating assets(1) multiplied (x) by our weighted average cost of capital (WACC)(2)
CumulativeNSR	Total combined net sales revenue for January 1, 2020 through December 31, 2022
(1) “Underlying net operating assets” means the Company’s 13 point average net operating asset balance used to calculate the capital charge. It includes current assets; net property, plant & equipment; equity investment based upon the Company’s ownership interest in a joint venture; current liabilities; and PACC. PSUs are granted annually, which keeps focusother assets/liabilities. It excludes goodwill and intangible assets; deferred tax assets and liabilities; current and long-term debt; and long-term pension and other post-retirement benefits. It is also adjusted to exclude the impact of special or non-core items on the applicable performance metrics. Annual grants (as opposed to end-to-end three-year grants) also provide less opportunity for the performance metrics to become misaligned with the strategic direction and objectives of our Company. The performance metrics for the 2017 to 2019 PSU vested awards were PACC, modified by Relative TSR. See performance results for these awards beginning on page 54. The performance metrics for the 2019 to 2021 PSUs changed from prior practice, and include Relative TSR (against the S&P Consumer Staples Index) at 50% weight, PACC at 25% weight, and Cumulative NSR at 25% weight. This aligns one of the largest components of our executive pay program to our shareholder return and increases our focus on top-line performance in comparison to prior years. Metric Definition PACC – Operating Profits Operating Profits minus (-) Capital Charge Underlying earnings before taxes multiplied (x) by 1 minus (-) our underlying effective tax rate plus (+) underlying interest expense plus (+) underlying depreciation and amortization plus (+) cash tax savings as a result of the MillerCoors acquisition – Capital Charge Underlying grossnet operating assets(1) multiplied (x) by our weighted average cost of capital (WACC)(2) RelativeTSR Stock price appreciation plus (+) dividends paid during the performance period, divided ( / ) by starting stock price and compared relative to the same measure for companies in the S&P Consumer Staples Index CumulativeNSR Total combined net sales revenue for January 1, 2019 through December 31, 2021 (1) Underlying gross operating assets means the Company’s 13-point average gross operating asset balance used to calculate the Capital Charge. It includes current assets; gross property, plant and equipment; equity investment based upon the consolidated equity from our ownership interest in a joint venture; gross goodwill and intangibles; and other assets and liabilities. It excludes deferred current and long term tax assets, notes receivables; deferred tax liabilities, and current and long term debt. It is also adjusted to exclude the impact of special or non-core items on gross operating assets to the extent the impact of the individual event requiring special or non-core treatment is in excess $50 million. (2) WACC is a fixed rate for any given award and is not subject to management adjustments. It takes into account the return required by stockholders and creditors to fund the Company on a long-term basis. PACC is an annual calculation, and PSU PACC targets and actual results are based on a 3-year cumulative calculation. In order to achieve a 200% maximum payout for the 2019 to 2021 PSU awards, our Company must exceed its PACC target by more than $254 million, exceed its Cumulative NSR target by more than $946 million and achieve a Relative TSR ranking of at least the 75th percentile. To achieve a minimum payout (beginning at 0% of the target award), our Company must achieve: PACC within $254 million of target, Cumulative NSR within $948 million of target, and Relative TSR at or above the 25th percentile. Any result below the 25th percentile for Relative TSR results in no payout of the PSUs on any of the metrics. We believe the target level of the metrics are challenging, but achievable with good performance, whereas the maximum performance levels represent a significant stretch goal. The number of PSUs awarded to each NEO is determined at the date of grant by dividing ( / ) the target value of the total award by the closing price of our Class B common stock on that date, and rounded up to the next whole share. The final award amount, upon vesting, is then adjusted upwards or downwards 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 value. PSUs vest 100% on the third anniversary of the date of grant, subject to continuing employment. Earned PSUs can be settled in cash or shares of our Class B common stock, or partly in cash and partly in shares, at the discretion of the Compensation & HR Committee. Historically, performance awards have been settled in all shares. PSUs vest on a pro-rata basis in the event of retirement, death or disability, and are paid out following the performance period based on actual results. PSU performance is calculated at 120% of target upon a change in control. For any other termination of employment before the end of the performance period PSUs are forfeited. Dividend equivalents are not paid on PSUs granted in 2019. RSUs Providing part of the annual LTIP award in the form of RSUs significantly strengthens the retention value of our LTIP by providing a full value component to balance stock options and PSUs. RSUs vest 100% on the third anniversary of the date of grant, subject to continuing employment. Vested RSUs are settled in shares of Class B common stock. The number of RSUs 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. Dividend equivalents are not paid on RSUs granted in 2019. A pro-rata portion of the outstanding unvested RSUs will vest in the event of termination of employment due to retirement, MOLSON COORS BEVERAGE CO. -2020 Proxy Statement52 Back to Contents death or disability. In the event of a change in control, all unvested RSUs will vest, except to the extent that a replacement award is provided. For any other termination of employment before the endimpact of the vesting period, RSUs are forfeited.individual event requiring Special or non-core treatment exceeds $50 million balance sheet impact. (2) Stock Options Stock options align the interests of our executives with those of stockholders because stock options have no value unless thereWACC is an increase in the value of our shares from the grant date to some point in time after the vesting date. The ten-year term of our stock options provides an effective retention tool over the longer term because they retain potential value for executives even in the face of a prolonged downturn in the equity markets. This provides balance to PSU grants, which may lose all value if we miss the threshold performance criteria for the awards. The number of stock options is determined at the date of grant by dividing the target value of the award by the Black-Scholes value of the award on that date, and rounded up to the next whole share. The number of options and the associated exercise prices for NEOs are set forth in the “Outstanding Equity Awards at Fiscal Year-End” table beginning on page 62. Upon retirement, unvested stock options vest. In the event of terminationfixed rate for any other reason, unvested options are forfeited. In the event of a change in control, all unvested stock options vest, except to the extent that a substitutegiven award is provided. We do not permit re-pricing of stock options without stockholder approval. LONG-TERM INCENTIVE (LTIP) RESULTS The grant date fair value of the LTIP awards granted to the NEOs in 2019 is shown below. Options are valued at their Black-Scholes value. Name Total 2019 Annual LTIP Awards ($) GavinD.K.Hattersley 2,978,960 TraceyI.Joubert 1,406,833 MichelleSt.Jacques 1,250,021 SimonJ.Cox 1,125,453 E.LeeReichert 750,325 MarkR.Hunter 5,158,247 2017 to 2019 PSU Payout Results Our fourth PSU award with adjusted PACC modified by Relative TSR as the performance metrics, had a scheduled vesting date of March 8, 2020 (where the 3-year performance period ended December 31, 2019) but achieved a 0% payout of target values based on performance. The first chart below shows the full award performance matrix, and the subsequent charts show a breakout by component of how the Compensation & HR Committee calculated final results. Points in between results in the below charts are linearly interpolated.   Cumulative 2017 to 2019 PACC Relative TSR     % of Target 25th percentile and below 37.5th percent ile Median (50th percentile) 62.5th percent ile 75th percent ile+     =>120% 108% 131% 154% 177% 200%     110% 90% 109% 128% 147% 166%     100% 70% 85% 100% 115% 130%     80% 56% 68% 80% 92% 104%     <80% –% –% –% –% –%   MOLSON COORS BEVERAGE CO. -2020 Proxy Statement53 Back to Contents PACC Performance The 3-year cumulative adjusted PACC result was $1,636 million vs. a target of $2,155 million. The result was 76% of the target and thus resulted in a 0% PACC multiplier and no overall payout.   Cumulative 2017 to 2019 PACC     % Achievement of PACC PACC Multiplier     =>120%   154%     110%   128%     100%   100%   80%   80%   <80%   —% 76% of target, indicating a 0% PACC multiplier Relative TSR Performance Relative TSR vs. the S&P 500 over the performance period was at the 7th percentile, and thus resulted in a 70% Relative TSR multiplier.   Relative TSR Percentile Relative TSR     25th percentile and below 37.5th percentile Median (50th percentile) 62.5th percentile 75th percentile+     Relative TSR Multiplier 70% 85% 100% 115% 130%     7th percentile, indicating a 70% TSR multiplier       Final PSU Performance Calculation The result of PACC performance (0%) is multiplied (or modified) by the result of Relative TSR performance (70%) for the total payout result of 0% (0% PACC performance multiplied (x) by 70% Relative TSR performance equals (=) 0%). As a result, none of the previously reported 2017 PSU summary compensation table value was delivered at vest. PERQUISITES In addition to the executive compensation program elements described above, we provide certain limited perquisites to our executives, including the NEOs, which we believe are appropriate and competitive. These perquisites are described below and in the narrative following the “Summary Compensation Table” on page 58. RETIREMENT AND OTHER POST-TERMINATION BENEFITS Retirement Generally, executive officers participate in the same retirement, 401(k) and pension plans as do other salaried employees in their home country. In addition to our 401(k) plans in the U.S., we provide supplemental defined contribution plans to highly-compensated U.S. employees to address the Internal Revenue Service (IRS) income and benefit limits placed on retirement plans. Similarly, in addition to the standard retirement plans provided in the U.K., we provide an Employer Financed Retirement Benefit Scheme (EFRBS) to highly-compensated legacy U.K. employees to address Her Majesty’s Revenue and Customs income and benefit limits. These supplemental plans are further discussed below under Deferred Compensation. Messrs. Hunter, Hattersley and Cox, as well as 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 beginning on page 64. MOLSON COORS BEVERAGE CO. -2020 Proxy Statement54 Back to Contents Deferred Compensation For highly compensated U.S. employees we established a Supplemental Thrift Plan and the MillerCoors Deferred Compensation Plan. These plans were merged in 2018 and renamed the DCP. The DCP is substantially similar in structure and operation to our qualified 401(k) plan and is intendednot subject to make employees whole on Company contributions which would otherwise be mademanagement adjustments. It takes into account the return required by stockholders and creditors to our 401(k) plans were it not for certain IRS limits. Additionally, the DCP allows certain highly compensated executives offund the Company the ability to defer up to 75% of their base pay and up to 100% of MCIP award payments. Ms. Joubert, and Mr. Hattersley participate in these plans. In lieu of participating in our 401(k) or the DCP, Mr. Hunter participated inon a U.S. non-qualifying deferred compensation plan (U.S. Pension Plan), and we made notional investments of £103,410 annually (translated to USD at time of each investment). The final balance on this account was GBP 617,851, which will be paid to Mr. Hunter as a lump sum on or around April 1, 2020 (six months after retirement). Up until April 4, 2009, when the UK defined benefit pension plan was closed, Mr. Hunter’s pension benefits were accruing under the Molson Coors (U.K.) Pension Plan, a registered U.K. pension scheme. Beginning on April 5, 2009 through December 31, 2014, Mr. Hunter’s pension benefits had been accruing underlong-term basis.

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

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

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

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

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

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

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

RSUs

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

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

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

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

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

Stock Options

Stock options align the interests of our executives with those of stockholders because stock options have no value unless there is an increase in the value of our shares from the grant date to some point in time after the vesting date.

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

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

Upon retirement, unvested stock options vest. In the event of termination for any other reason, unvested options are forfeited. In the event of a change in control, all unvested stock options vest, except to the extent that a substitute award is provided.

LONG-TERM INCENTIVE (LTIP) RESULTS

2018 to 2020 PSU Payout Results

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

	Cumulative 2018 to 2020 PACC	Relative TSR
	% of Target	25th percentile and below	37.5th percentile	Median (50th percentile)	62.5th percentile	75th percentile+
	≥120%	108%	131%	154%	177%	200%
	110%	90%	109%	128%	147%	166%
	100%	70%	85%	100%	115%	130%
	80%	56%	68%	80%	92%	104%
	<80%	—%	—%	—%	—%	—%

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PACC Performance

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

	Cumulative 2018 to 2020 PACC
	% Achievement of PACC	PACC Multiplier
	≥120%		154%
	110%		128%
	100%		100%
	80%		80%
	<80%		—%	65% of target, indicating a 0% PACC multiplier

Relative TSR Performance

Relative TSR vs. the S&P 500 over the performance period was at the 9^th percentile, and thus resulted in a 70% Relative TSR multiplier.

	Relative TSR Percentile	Relative TSR
		25th percentile and below	37.5th percentile	Median (50th percentile)	62.5th percentile	75th percentile+
	Relative TSR Multiplier	70%	85%	100%	115%	130%
	9th percentile, indicating a 70% TSR multiplier

Final PSU Performance Calculation

The result of PACC performance (0%) is multiplied (or modified) by the result of Relative TSR performance (70%) for the total payout result of 0% (0% PACC performance multiplied (x) by 70% Relative TSR performance equals (=) 0%). As a result, none of the previously reported 2018 PSU summary compensation table value was delivered at the March 6, 2021 vesting date.

PERQUISITES

In addition to the executive compensation program elements described above, we provide certain limited perquisites to our executives, including the NEOs, which we believe are appropriate and competitive. These perquisites are described below and in the narrative following the “Summary Compensation Table” on page 59.

RETIREMENT AND OTHER POST-TERMINATION BENEFITS

Retirement

Generally, executive officers participate in the same retirement, 401(k) and pension plans as do other salaried employees in their home country. In addition to our 401(k) plans in the U.S., we provide supplemental defined contribution plans to highly-compensated U.S. employees to address the Internal Revenue Service (IRS) income and benefit limits placed on retirement plans. Similarly, in addition to the standard retirement plans provided in the U.K., we provide an Employer Financed Retirement Benefit Scheme (EFRBS) to highly-compensated legacy U.K. employees to address Her Majesty’s Revenue and Customs income and benefit limits. These supplemental plans are further discussed below under Deferred Compensation.

Messrs. Hattersley and Cox, as well as 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 beginning on page 65.

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Deferred Compensation

For highly-compensated U.S. employees we established a Supplemental Thrift Plan and the MillerCoors Deferred Compensation Plan. These plans were merged in 2018 and renamed the Molson Coors Deferred Compensation Plan (DCP). The DCP is substantially similar in structure and operation to our tax-qualified 401(k) plan and is intended to make employees whole on Company contributions which would otherwise be made to our 401(k) plan were it not for certain IRS limits. Additionally, the DCP allows certain highly-compensated executives of the Company the ability to defer up to 75% of their base pay and up to 100% of MCIP award payments. All U.S.-based NEOs participate in these plans.

Up until April 4, 2009, when the UK defined benefit pension plan was frozen, Mr. Cox’s pension benefits were accruing under the Molson Coors (U.K.) Pension Plan, a registered U.K. pension scheme. Beginning on April 5, 2009 we established an unfunded individual EFRBS (a non-registered UK pension scheme). From January 1, 2015, Mr. Hunter’s pension benefits have been accruing under the U.S. Pension Plan designed to replicate the EFRBS with modifications made to ensure the new plan complies with requirements of Section 409A of the Internal Revenue Code (the Code) and relevant treasury regulations in the U.S. The U.S. Pension Plan is considered unfunded for US tax purposes and as a result Mr. Hunter will not be subject to U.S. tax until he receives actual distributions. In addition, the U.S. Pension Plan has been designed to have no adverse impact on Mr. Hunter’s “enhanced protection” in the U.K., which protects against liability for lifetime allowance charges.

We have established an unfunded individual EFRBS for Mr. Cox in the U.K. This allows certain tax benefits to be realized during the accumulation of the retirement benefits given Mr. Cox has reached the general limits on tax-deductible pension accumulation in the U.K.

We believe these benefits to be competitive to similarly situated executives and market practices.

Details regarding the operation of our deferred compensation plans are contained in the “Non-Qualified Deferred Compensation” section beginning on page 65.

Change in Control and Severance

Through the combination of our change in control program (as amended, CIC Program) and our Severance Pay Plan, we provide protection to executives in situations involving termination “not for cause” following a change in control. All U.S. NEOs participate in the Severance Pay Plan and CIC Program. Mr. Cox has a Directors Service Agreement in the U.K. which entitles him to severance in the event the Company terminates his employment without notice.

As a condition of participating in the CIC Program, eligible employees are required to enter into confidentiality and non-compete agreements in favor of the Company. The non-compete provisions of the CIC Program protect us whether or not a change in control occurs.

Under the CIC Program, a participant is entitled to certain “double-trigger” benefits following a change in control, that is, CIC Program benefits are payable if both (a) a change in control occurs and (b) if the participant is terminated by the Company other than for cause, death or disability or if the participant resigns for good reason, in each case, on or within a certain period of time (for NEOs, two years) after the change in control of the Company. Benefits are also payable if a qualifying termination occurs up to six months prior to the change in control at the request of a third party involved in or contemplating a change in control of the Company.

On July 18, 2019, the Board approved an amendment and restatement of the CIC Program in order to, among other things, (i) make enhancements to the CIC Program for governance improvements including the elimination of legacy tax gross ups and related references in the CIC Program; (ii) clarify the individuals eligible for the CIC Program, including each Section 16(b) executive officer; and (iii) set participation and benefit levels for participants in the CIC Program. Following the amendment and restatement of the CIC Program, no CIC Program participants have any rights to tax gross up benefits.

Additional information about our CIC Program, Severance Pay Plan and Mr. Cox’s Directors Service Agreement is provided in the “Potential Payments Upon Termination or Change in Control” section beginning on page 66.

Change in Control and Severance

Through the combination of our change in control program (as amended, CIC Program) and our Severance Pay Plan, we provide protection to executives in situations involving termination “not for cause” following a change in control. All U.S. NEOs participate in the CIC Program and Severance Pay Plan. Mr. Cox has a Directors Service Agreement in the U.K. which entitles him to severance in the event the Company terminates his employment without notice.

As a condition of participating in the CIC Program, eligible employees are required to enter into confidentiality and non-compete agreements in favor of the Company. The non-compete provisions of the CIC Program protect us whether or not a change in control occurs.

Under the CIC Program, a participant is entitled to certain “double-trigger” benefits following a change in control, that is, CIC Program benefits are payable if both (a) a change in control occurs and (b) if the participant is terminated by the Company other than for cause, death or disability or if the participant resigns for good reason, in each case, on or within a certain period of time (for NEOs, two years) after the change in control of the Company. Benefits are also payable if a qualifying termination occurs up to six months prior to the change in control at the request of a third party involved in or contemplating a change in control of the Company. The CIC Program does not include any excise tax gross-ups.

Additional information about our CIC Program, Severance Pay Plan and Mr. Cox’s Directors Service Agreement is provided in the “Potential Payments Upon Termination or Change in Control” section beginning on page 67.

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 early March at a special meeting of the Compensation and HR Committee, except for the CEO, which occurs on the same date at a special meeting of the Board.

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 also typically occur at the time the individual joins the organization or first becomes an officer.

Equity awards made to NEOs during 2020 are further described under the header “Long-Term Incentive (LTIP) Results” on page 55. These awards are also reflected in the relevant compensation tables beginning on page 59.

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 early March at a special meeting of the Compensation and HR Committee, except for the CEO, which occurs at a special meeting of the Board.

Individual recognition equity awards may be granted at other times during the year related to special circumstances, such as acquisitions, establishment of joint ventures, promotions,

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extraordinary performance, retention and other events. Awards of stock options, RSUs or other equity incentives to new executive officers also typically occur at the time the individual joins the organization or first becomes an officer.

Equity awards made to NEOs during 2019 are further described under the header “Long-Term Incentive (LTIP) Results” on page 53. These awards are also reflected in the relevant compensation tables beginning on page 58.

STOCK OWNERSHIP GUIDELINES

We have stock ownership guidelines for our executives, including the NEOs, because we believe that 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. All of our currently serving NEOs satisfy the applicable stock ownership guidelines or are within the applicable phase-in period, which are set forth below.

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Position	Requirement Met?	Ownership Requirement: Multiple of Annual Salary		Additional Details
CEO	Yes	6 x		Each NEO has five years from the commencement of their current role within the Company to reach the required ownership level. All of our NEOs currently satisfy the applicable stock ownership guidelines or are withinon track to meet the applicable phase-in period, which are set forth below.guidelines. Position Requirement Met? Ownership Requirement: Multiple of Annual Salary Additional Details CEO Yes 6 x Each NEO has five years from the commencement of their current role within the Company to reach the required ownership level. Shares owned outright, the value of shares in deferred compensation plans and the projected value of unvested RSUs and PSUs count toward the ownership requirement while vested and unvested stock options are excluded. PSU projections take into account stock price changes but assume metric performance at target. Other NEOs Yes 3 x Other Senior Executives Yes 3 x   Other Senior Executives Yes 3 x RECOVERY OF AWARDS In 2015, we enhanced our clawback policy which allows for the recovery of incentive compensation from current and former executive officers and certain other employees, if designated by the Compensation & HR Committee, in the event we are required to prepare an accounting restatement due to material noncompliance with required financial reporting requirements under the securities laws, regardless of whether the officer was at fault in the circumstances leading to the restatement. This enhancement applies to incentives related to 2015 performance and beyond and will apply to current and former executive officers and certain other employees designated by the Compensation & HR Committee. The Compensation & HR Committee will further modify this recovery policy based on the requirements to be issued by the NYSE pursuant to the mandate under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank Act) once the NYSE rules are finalized. We also negotiate pay back terms for certain items in executive offer letters, such as sign-on bonuses and relocation expenses. HEDGING, PLEDGING AND SHORT SALE POLICIES A description of our hedging, pledging and short sale policies can be found in the “Board of Directors and Corporate Governance—Certain Governance Policies—Hedging, Pledging and Short Sale Policies” section of this Proxy Statement. RESPONSE TO ADVISORY SAY-ON-PAY VOTE The Compensation & HR Committee has also taken into consideration the results of the 2020 stockholder advisory vote to approve executive compensation. The result of the vote was that stockholders approved, on an advisory basis, the compensation of our NEOs presented in our 2020 proxy statement (receiving approximately 95.8% of votes cast in favor). The Compensation & HR Committee has followed a similar approach to compensation in 2021. The Compensation & HR Committee will continue to consider the result of say-on-pay votes when making future compensation decisions for the NEOs. Compensation & HR Committee Report The Compensation & HR Committee, comprised of independent directors, reviewed and discussed the above CD&A with management. Based on the review and discussion, the Compensation & HR Committee recommended to our Board that this CD&A be included in this Proxy Statement. SUBMITTED BY THE COMPENSATION & HR COMMITTEE Mary Lynn Ferguson-McHugh (Chair) In 2015, we enhanced our clawback policy which allows for the recovery of incentive compensation from current and former executive officers and certain other employees, if designated by the Compensation & HR Committee, in the event we are required to prepare an accounting restatement due to material noncompliance with required financial reporting requirements under the securities laws, regardless of whether the officer was at fault in the circumstances leading to the restatement. This enhancement applies to incentives related to 2015 performance and beyond and will apply to current and former executive officers and certain other employees designated by the Compensation & HR Committee. The Compensation & HR Committee will further modify this recovery policy based on the requirements to be issued by the NYSE pursuant to the mandate under Dodd-Frank once the NYSE rules are finalized.Douglas D. Tough Iain J. G. Napier H. Sanford Riley We also negotiate pay back terms for certain items in executive offer letters, such as sign-on bonuses and relocation expenses. HEDGING, PLEDGING AND SHORT SALE POLICIES A description of our hedging, pledging and short sale policies can be found in the “Board of Directors and Corporate Governance--Certain Governance Policies--Hedging, Pledging and Short Sale Policies” section of this Proxy Statement. RESPONSE TO ADVISORY SAY-ON-PAY VOTE The Compensation & HR Committee has also taken into consideration the results of the 2019 stockholder advisory vote to approve executive compensation. The result of the vote was that stockholders approved, on an advisory basis, the compensation of our NEOs presented in our 2019 proxy statement (receiving approximately 95% of votes cast in favor). The Compensation & HR Committee has followed a similar approach to compensation in 2020. The Compensation & HR Committee will continue to consider the result of say-on-pay votes when making future compensation decisions for the NEOs. MOLSON COORS BEVERAGE CO. -2020 Proxy Statement56 Back to Contents Compensation & HR Committee Report The Compensation & HR Committee, comprised of independent directors, reviewed and discussed the above CD&A with management. Based on the review and discussion, the Compensation & HR Committee recommended to our Board that this CD&A be included in this Proxy Statement. SUBMITTED BY THE COMPENSATION & HR COMMITTEE Iain J. G. Napier (Chair) H. Sanford Riley Mary Lynn Ferguson-McHugh Douglas D. Tough MOLSON COORS BEVERAGE CO. -2020 Proxy Statement57 Back to Contents Executive Compensation Summary Compensation Table The following table sets forth information regarding compensation earned for services rendered during fiscal years 2019 and, where applicable, 2018 and 2017 for our CEO, CFO and the three other most highly compensated executive officers. Additionally, the table includes our former CEO who retired in 2019. Name and Principal Position Year Salary ($) Bonus ($)(3) Stock Awards ($) Option Awards ($) Non-Equity Incentive Plan Compensation ($) Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)(1) All Other Compensation ($)(6) Total ($) (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) Gavin D.K. Hattersley President and Chief Executive Officer 2019 995,994 — 2,275,138 703,822 1,001,579 69,142 188,652 5,234,327 2018 959,400 19,188 1,947,017 500,014 602,005 (5) 249,643 4,277,267 2017 953,550 — 1,967,507 486,205 1,302,386 38,964 178,990 4,927,602 Tracey I. Joubert Chief Financial Officer 2019 729,496 — 1,104,537 302,296 421,615 51,189 126,982 2,736,115 2018 662,188 — 938,931 240,012 455,623 (5) 131,889 2,428,643 2017 650,000 — 787,039 194,493 611,520 25,707 179,725 2,448,484 Michelle St. Jacques(2) Chief Marketing Officer 2019 550,764 1,500,000 1,250,021 — 328,363 — 53,628 3,682,776 Simon J. Cox(2) President and Chief Executive Officer, Molson Coors Europe 2019 493,871 — 883,614 241,839 111,525 139,285 151,232 2,021,366 2018 456,617 — 934,696 240,003 386,522 (5) 137,597 2,155,435 E. Lee Reichert(2) Chief Legal and Government Affairs Officer 2019 580,353 — 589,097 161,229 344,381 — 101,767 1,776,827 Mark R. Hunter(4) President and Chief Executive Officer (former) 2019 925,027 — 4,049,844 1,108,403 957,403 1,183,287 130,919 8,354,883 2018 1,222,525 — 4,283,451 1,100,007 1,577,057 (5) 158,442 8,341,482 2017 1,175,075 — 3,934,826 972,391 2,115,135 316,246 159,714 8,673,387 (1) A GBP to USD exchange rate of 1.3257 as of December 31, 2019 was used to convert Messrs. Cox’s and Hunter’s Change in Pension Value and Non-Qualified Deferred Compensation Earnings. For additional information regarding Messrs. Cox’s and Hunter’s Pension, please refer to the U.K. Pension section on page 64. (2) Ms. St. Jacques and Mr. Reichert were not NEOs in 2017 and 2018. Mr. Cox was not an NEO 2017. (3) Ms. St. Jacques was awarded a sign-on bonus at the time of her hire in 2019. (4) Mr. Hunter retired from the Company effective September 28, 2019. (5) For 2018, Ms. Joubert and Messrs. Hattersley, Cox and Hunter had a decrease in Change in Pension Value and Non-Qualified Deferred Compensation Earnings of $17,222, $11,507, $61,794 and $605,889, respectively, which are not reported in the table pursuant to applicable SEC rules. (6) The amounts reported in the “All Other Compensation” column reflect the sum of: (i) the incremental cost to the Company of perquisites and other personal benefits; (ii) the amount of any tax reimbursements; (iii) the amounts contributed by the Company to the MillerCoors LLC Salaried Non-Union Employees’ Retirement and Savings Plan, DCP, EFRBS and the U.S. Pension Plan (collectively, the Plans); and (iv) the dollar value of life insurance premiums paid by the Company. The amounts contributed to the Plans are calculated on the same basis for all participants in the relevant plan. The provisions of the Plans are described in the “Non-Qualified Deferred Compensation” section beginning on page 65. The perquisites provided to Mr. Hattersley include executive physical ($4,770), financial planning ($12,461), sports tickets, spousal travel benefits with tax gross-up ($6,533) and mobility. For Ms. Joubert the perquisites include executive physical ($3,500), financial planning ($10,000) and mobility. For Ms. St. Jacques the perquisites include executive physical ($4,945), financial planning and product allotment. For Mr. Cox, the perquisites include vehicle allowance ($13,936) and product allotment. For Mr. Reichert the perquisites include executive physical ($3,350), financial planning ($10,000) and parking allowance. For Mr. Hunter, the perquisites include executive physical ($2,861), financial planning ($7,500), parking allowance and spousal travel benefits ($3,105). MOLSON COORS BEVERAGE CO. -2020 Proxy Statement58 Back to Contents A description of the additional “All Other Compensation” received by the NEOs in 2019 is set forth below: Name Contributions to the 401(k), DCP, U.S. Pension and EFRBS Plans ($)(1) Life Insurance Premiums ($)(2) Gavin D.K. Hattersley 143,740 18,528 Tracey I. Joubert 106,005 7,282 Michelle St. Jacques 48,268 — Simon J. Cox 136,787 — E. Lee Reichert 79,327 7,890 Mark R. Hunter 107,387 9,166 (1) We make direct and matching contributions for all of the NEOs under the DCP and EFRBS, as applicable, on the same terms and using the same formula as other participating employees. For Mr. Hunter our contributions to the U.S. Pension Plan reflect a supplemental contribution that cannot be credited in a tax favorable way under our tax approved U.K. Pension Plan. The amounts reflected in the table above represent the following: Name Contribution AmountsJames “Sandy” A. Winnefeld Gavin D.K. Hattersley $25,200 to the 401(k) Plan and $118,540 to the DCP Tracey I. Joubert $25,200 to the 401(k) Plan and $80,805 to the DCP Michelle St. Jacques $25,200 to the 401(k) Plan and $23,068 to the DCP Simon J. Cox $136,787 to the EFRBS E. Lee Reichert $25,200 to the 401(k) Plan and $54,127 to the DCP Mark R. Hunter $107,387 to the U.S. Pension Plan (2) We provide life insurance to all U.S. employees. For all of the U.S. based NEOs, the coverage is equal to eight times their salary. Ms. St. Jacques elected not to enroll in additional coverage so her benefit is two times base pay up to $1,000,000. For Mr. Cox no additional coverage is provided beyond the level provided to all other employees. None of the NEOs are eligible for a tax reimbursement related to this benefit. STOCK AWARDS The amount in the “Stock Awards” column is the aggregate grant date fair value of stock 2021 Proxy Statement- MOLSON COORS BEVERAGE CO.    58 Back to Contents Executive Compensation Summary Compensation Table The following table sets forth information regarding compensation earned for services rendered during fiscal years 2020 and, where applicable, 2019 and 2018 for our CEO, CFO and the three other most highly compensated executive officers. Name and Principal Position Year Salary ($) Bonus ($)(4) Stock Awards ($) Option Awards ($) Non-Equity Incentive Plan Compensation ($) Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)(5) All Other Compensation ($)(6) Total ($) (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) Gavin D.K. Hattersley(1) President and Chief Executive Officer 2020 1,100,000 — 3,649,000 900,004 1,039,500 25,239 226,902 6,940,645 2019 995,994 — 2,275,138 703,822 1,001,579 69,142 188,652 5,234,327 2018 959,400 19,188 1,947,017 500,014 602,005 (5) 249,643 4,277,267 Tracey I. Joubert Chief Financial Officer 2020 767,108 — 1,216,367 300,006 489,319 44,146 153,110 2,970,056 2019 729,496 — 1,104,537 302,296 421,615 51,189 126,982 2,736,115 2018 662,188 — 938,931 240,012 455,623 (5) 131,889 2,428,643 Michelle St. Jacques(2) Chief Marketing Officer 2020 640,000 — 729,842 180,002 713,400 — 100,230 2,363,474 2019 550,764 1,500,000 1,250,021 — 328,363 — 53,628 3,682,776 Simon J. Cox(3) President and Chief Executive Officer, Molson Coors Europe 2020 564,489 — 1,216,367 300,006 — 108,421 168,855 2,358,138 2019 493,871 — 883,614 241,839 111,525 139,285 151,232 2,021,366 2018 456,617 — 934,696 240,003 386,522 (5) 137,597 2,155,435 E. Lee Reichert(2) Chief Legal and Government Affairs Officer 2020 630,000 — 810,929 200,002 325,458 — 179,191 2,145,580 2019 580,353 — 589,097 161,229 344,381 — 101,767 1,776,827 (1) Mr. Hattersley became our President and Chief Executive Officer, effective September 28, 2019. Prior to that time, he served as Chief Executive Officer of our U.S. business. (2) Ms. St. Jacques and Mr. Reichert were not NEOs in 2018. (3) A GBP to USD exchange rate of 1.367 as of December 31, 2020 was used to convert Mr. Cox’s Salary, Change in Pension Value, Non-Qualified Deferred Compensation Earnings and All Other Compensation. For additional information regarding Mr. Cox’s Pension, please refer to the U.K. Pension section on page 65. (4) Ms. St. Jacques was awarded a sign-on bonus at the time of her hire in 2019. (5) For 2018, Ms. Joubert and Messrs. Hattersley and Cox had a decrease in Change in Pension Value and Non-Qualified Deferred Compensation Earnings of $17,222, $11,507 and $61,794, respectively, which are not reported in the table pursuant to applicable SEC rules. (6) The amounts reported in the “All Other Compensation” column reflect the sum of: (i) the incremental cost to the Company of perquisites and other personal benefits; (ii) the amount of any tax reimbursements; (iii) the amounts contributed by the Company to the Molson Coors Employees’ Retirement and Savings Plan, DCP and EFRBS (collectively, the Plans); and (iv) the dollar value of life insurance premiums paid by the Company. The amounts contributed to the Plans are calculated on the same basis for all participants in the relevant plan. The provisions of the Plans are described in the “Non-Qualified Deferred Compensation” section beginning on page 66. For 2020, the perquisites provided to Mr. Hattersley include financial planning ($10,000), sports tickets, parking allowance, executive physical and mobility. For Ms. Joubert the perquisites include relocation and related tax gross-up ($25,655), financial planning ($10,000) and mobility. For Ms. St. Jacques the perquisites include, financial planning ($5,227), parking allowance and product allotment. For Mr. Cox, the perquisites include vehicle allowance ($14,370) and product allotment. For Mr. Reichert the perquisites include relocation and related tax gross-up ($70,577), financial planning ($10,000) and mobility. 2021 Proxy Statement- MOLSON COORS BEVERAGE CO.    59 Back to Contents Adescriptionoftheadditional“AllOtherCompensation”receivedbytheNEOsin2020issetforthbelow: Name Contributions to the 401(k), DCP and EFRBS Plans Life Insurance Premiums ($)(2) Total Contributions ($)(1) Components of Total Contributions Gavin D.K. Hattersley 189,142 $25,650 to the 401(k) Plan and $163,492 to the DCP 20,715 Tracey I. Joubert 106,813 $25,650 to the 401(k) Plan and $81,163 to the DCP 9,862 Michelle St. Jacques 89,368 $25,650 to the 401(k) Plan and $63,718 to the DCP 3,194 Simon J. Cox 153,925 $153,925 to the EFRBS — E. Lee Reichert 87,694 $25,650 to the 401(k) Plan and $62,044 to the DCP 10,140 (1) We make direct and matching contributions for all of the NEOs under the 401(k), DCP and EFRBS, as applicable, on the same terms and using the same formula as other participating employees. (2) We provide life insurance to all U.S. employees. For all of the U.S. based NEOs, the coverage is equal to eight times their salary. For Mr. Cox no additional coverage is provided beyond the level provided to all other employees. None of the NEOs are eligible for a tax reimbursement related to this benefit. STOCK AWARDS The amount in the “Stock Awards” column reflects the aggregate grant date fair value of RSU and PSU awards granted to each NEO, calculated in accordance with the provisions of the FASB Topic 718. Details regarding the 2020 stock awards can be found in the “Grants of Plan-Based Awards” table. Further details regarding the stock awards program are described in the “Long-Term Incentives (LTIP)” section beginning on page 53. The assumptions used to calculate these amounts are incorporated by reference to Note 13 “Share-Based Payments” to our consolidated financial statements in the Annual Report. The PSUs and RSUs were granted under the Incentive Compensation Plan. The grant date fair value of the PSUs set forth in the Stock Awards column is: $2,298,988 for Mr. Hattersley, $766,329 for Ms. Joubert, $459,829 for Ms. St. Jacques, $766,329 for Mr. Cox, and $510,904 for Mr. Reichert. Assuming the highest level of performance is achieved, the grant date fair value of the PSUs set forth in the Stock Awards column would be: $4,597,976 for Mr. Hattersley, $1,532,658 for Ms. Joubert, $919,658 for Ms. St. Jacques, $1,532,658 for Mr. Cox, and $1,021,808 for Mr. Reichert. We caution that the amounts reported for these awards may not reflect the amounts that the NEOs will actually realize from the awards. Whether, and to what extent, an NEO realizes value is dependent on a number of factors including our performance, stock price, Relative TSR, PACC, Cumulative NSR and the NEO’s continued employment. OPTION AWARDS The amount in the “Option Awards” column is the grant date fair value of stock option awards granted to each NEO, calculated in accordance with FASB Topic 718. Further details regarding the option awards program are described in the “Long-Term Incentives (LTIP)” section beginning on page 53. The assumptions used to calculate these amounts are incorporated by reference to Note 13 “Share-Based Payments” to the Company’s consolidated financial statements in the Annual Report. The stock options were granted under the Incentive Compensation Plan. NON-EQUITY INCENTIVE PLAN COMPENSATION The amounts reported in the “Non-Equity Incentive Plan Compensation” column represent cash amounts earned by the NEOs for performance in the calendar year. Further details regarding Non-Equity Incentive Plan Compensation are described under the “Annual Incentives (MCIP)” section beginning on page 51. CHANGE IN PENSION VALUE AND NON-QUALIFIED DEFERRED COMPENSATION EARNINGS The amounts shown in the “Change in Pension Value and Non-Qualified Deferred Compensation Earnings” column include changes in pension values under the tax qualified pension plans for Molson Coors, LLC and Molson Coors UK and the Benefit Equalization Plan (BEP) (which supplements the Molson Coors Pension Plan). 2021 Proxy Statement- MOLSON COORS BEVERAGE CO.    60 Back to Contents Grants of Plan Based Awards The following table provides information for each of our NEOs regarding MCIP and LTIP award opportunities, including the range of potential payouts, made under our stockholder approved Incentive Compensation Plans during 2020. Name Grant Date Description     Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) Estimated Future Payouts Under Equity Incentive Plan Awards(2) All Other Stock Awards: Number of Shares of Stock or Units(3) (#) All Other Option Awards: Number of Securities Underlying Options(4) (#) Exercise or Base Price of Option Awards ($/Sh) Grant Date Fair Value of Stock and Option Awards(5) ($) Threshold ($) Target ($) Maximum ($) Threshold (#) Target (#) Maximum (#) (a) (b)   (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) Gavin D.K. Hattersley 3/2/2020 RSUs             26,224     1,350,012 3/2/2020 PSUs       0 43,707 87,414       2,298,988 3/2/2020 Stock Options               134,329 51.48 900,004 — MCIP 618,750 1,650,000 3,300,000               Tracey I. Joubert 3/2/2020 RSUs             8,742     450,038 3/2/2020 PSUs       0 14,569 29,138       766,329 3/2/2020 Stock Options               44,777 51.48 300,006 — MCIP 258,899 690,397 1,380,794               Michelle St.Jacques 3/2/2020 RSUs             5,245     270,013 3/2/2020 PSUs       0 8,742 17,484       459,829 3/2/2020 Stock Options               26,866 51.48 180,002 — MCIP 180,000 480,000 960,000               Simon J. Cox 3/2/2020 RSUs             8,742     450,038 3/2/2020 PSUs       0 14,569 29,138       766,329 3/2/2020 Stock Options               44,777 51.48 300,006 — MCIP 190,515 508,040 1,016,080               E. Lee Reichert 3/2/2020 RSUs             5,828     300,025 3/2/2020 PSUs       0 9,713 19,426       510,904 3/2/2020 Stock Options               29,851 51.48 200,002 — MCIP 189,000 504,000 1,008,000               (1) The amounts represent a range of possible awards made under the Incentive Compensation Plan to each of the NEOs as described in the section beginning on page 52 entitled “2020 Annual Incentive (MCIP) Results” of the CD&A. Actual payments under MCIP have already been determined and were paid to NEOs in March 2021, and are included in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” section beginning on page 59. (2) The awards represent PSUs granted in 2020 under the Incentive Compensation Plan. The performance period for the PSUs is the beginning of the 2020 fiscal year through the end of the 2022 fiscal year. For a discussion of the PSU awards for 2020, see the “Long-Term Incentives (LTIP)” section beginning on page 51.53. (3) The awards represent RSUs granted in 2020 under the Incentive Compensation Plan for all NEOs. The RSUs granted on March 2, 2020 for all NEOs vest on the third anniversary of the grant date. The grant date fair value is included in the “Stock Awards” column of the “Summary Compensation Table”. For a discussion of the RSUs granted in 2020, see the “Long-Term Incentives (LTIP)” section beginning on page 53. (4) The awards represent stock options granted in 2020 to NEOs under the Incentive Compensation Plan. These options have a term of ten years from the grant date and vest in three equal annual installments beginning on the first anniversary of the grant date. For a discussion of the stock options granted in 2020, see the “Long-Term Incentives (LTIP)” section beginning on page 53. (5) The assumptions used to calculate these amounts are incorporated by reference to Note 13 “Share-Based Payments” to our consolidated financial statements in the Annual Report. The PSUs and RSUs were granted under the Incentive Compensation Plan, the material provisions of which are described in the “Long-Term Incentives (LTIP)” section beginning on page 51. In calculating the number of PSUs and RSUs, the Compensation & HR Committee uses the closing date stock price on the award date. The grant date fair value offor the PSUs were calculated based on the achievement of target performance, as follows: $1,225,086 for Mr. Hattersley, $654,487 for Ms. Joubert, $523,611 for Mr. Cox, $349,074 for Mr. Reichert and $2,399,803 for Mr. Hunter. For 2019, the grant date fair value, assuming the highest level of payout for PSUs,performance is achieved would be as follows: $2,450,172$4,597,976 for Mr. Hattersley, $1,308,974$1,532,658 for Ms. Joubert, $1,047,222$919,658 for Ms. St. Jacques, $1,532,658 for Mr. Cox, $698,148and $1,021,808 for Mr. Reichert and $4,799,606 for Mr. Hunter.Reichert. We caution that the amounts reported for these awards may not reflect the amounts that the NEOs will actually realize from the awards. Whether, and to what extent, an NEO realizes value is dependent on a number of factors including our performance, stock price, Relative TSR, PACC, cumulative NSR and the NEO’s continued employment. OPTION AWARDS The amount in the “Option Awards” column is the grant date fair value of stock option awards granted to each NEO, calculated in accordance with FASB Topic 718. Further details regarding the option awards program are described in the “Long-Term Incentives (LTIP)” section beginning on page 51. The assumptions used to calculate these amounts are incorporated by reference to Note 13 “Share-Based Payments” to the Company’s consolidated financial statements in the Annual Report. The stock options were granted under the Incentive Compensation Plan. MOLSON COORS BEVERAGE CO. -2020 Proxy Statement59 Back to Contents NON-EQUITY INCENTIVE PLAN COMPENSATION The amounts reported in the “Non-Equity Incentive Plan Compensation” column represent cash amounts earned by the NEOs for performance in the calendar year. Further details regarding Non-Equity Incentive Plan Compensation are described under the “Annual Incentives (MCIP)” section beginning on page 49. CHANGE IN PENSION VALUE AND NON-QUALIFIED DEFERRED COMPENSATION EARNINGS The amounts shown in the “Change in Pension Value and Non-Qualified Deferred Compensation Earnings” column include changes in pension values under the tax qualified pension plan for Molson Coors UK and MillerCoors and the Benefit Equalization Plan (BEP) (which supplements the MillerCoors LLC Pension Plan). Grants of Plan Based Awards The following table provides information for each of our NEOs regarding MCIP and LTIP award opportunities, including the range of potential payouts, made under our stockholder approved Incentive Compensation Plans during 2019. Name Grant Date Description     Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) Estimated Future Payouts Under Equity Incentive Plan Awards(2) All Other Stock Awards: Number of Shares of Stock or Units(3) (#) All Other Option Awards: Number of Securities Underlying Options(4) (#) Exercise or Base Price of Option Awards ($/Sh) Grant Date Fair Value of Stock and Option Awards ($) Threshold ($) Target ($) Maximum ($) Threshold (#) Target (#) Maximum (#) (a) (b)   (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) Gavin D.K. Hattersley(5) 3/5/19 RSUs             12,277     750,002 3/5/19 PSUs       1,203 20,462 40,924       1,090,829 3/5/19 Stock Options               54,526 61.09 503,820 10/1/19 RSUs             5,221     300,051 10/1/19 PSUs       512 8,701 17,402       134,256 10/1/19 Stock Options               23,392 57.50 200,002 3/8/19 MCIP 560,247 1,493,991 2,987,982               Tracey I. Joubert 3/5/19 RSUs             7,367     450,050 3/5/19 PSUs       722 12,277 24,554       654,487 3/5/19 Stock Options               32,716 61.09 302,296 3/8/19 MCIP 246,205 656,546 1,313,092               Michelle St. Jacques (6) 4/1/19 RSUs             20,706     1,250,021 3/8/19 MCIP 154,902 413,073 826,146               Simon J. Cox 3/5/19 RSUs             5,893     360,003 3/5/19 PSUs       578 9,822 19,644       523,611 3/5/19 Stock Options               26,173 61.09 241,839 3/8/19 MCIP 148,161 395,097 790,194               E. Lee Reichert 3/5/19 RSUs             3,929     240,023 3/5/19 PSUs       385 6,548 13,096       349,074 3/5/19 Stock Options               17,449 61.09 161,229 3/8/19 MCIP 174,106 464,282 928,564               Mark R. Hunter 3/5/19 RSUs             27,010     1,650,041 3/5/19 PSUs       2,647 45,016 90,032       2,399,803 3/5/19 Stock Options               119,957 61.09 1,108,403 3/8/19 MCIP 520,328 1,387,542 2,775,084               MOLSON COORS BEVERAGE CO. -2020 Proxy Statement60 2021 Proxy Statement- MOLSON COORS BEVERAGE CO.    61 Back to Contents LONG-TERM INCENTIVES (1) The amounts represent a range of possible awards made under the applicable 2019 Incentive Compensation Plans to each of the NEOs as described in the section beginning on page 50 entitled “2019 Annual Incentive (MCIP) Results” of the CD&A. Actual payments under the MCIP plan have already been determined and were paid to NEOs in March 2020, and are included in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” section beginning on page 58. (2) The awards represent PSUs granted in 2019 under the Incentive Compensation Plan. The performance period for the PSUs is the beginning of the 2019 fiscal year through the end of the 2021 fiscal year. The grant date fair value at target payout is included in the “Stock Awards” column of the “Summary Compensation Table” section beginning on page 58. For a discussion of the PSU awards for 2019, see the “Long-Term Incentives (LTIP)” section beginning on page 51. (3) The awards represent RSUs granted in 2019 under the Incentive Compensation Plan for all NEOs. The RSUs granted on March 5, 2019 for all NEOs vest on the third anniversary of the grant date. The grant date fair value is included in the “Stock Awards” column of the “Summary Compensation Table”. For a discussion of the RSUs granted in 2019, see the “Long-Term Incentives (LTIP)” section beginning on page 51. (4) The awards represent stock options granted in 2019 to NEOs under the Incentive Compensation Plan. These options have a term of ten years from the grant date and vest in three equal annual installments beginning on the first anniversary of the grant date. For a discussion of the stock options granted in 2019, see the “Long-Term Incentives (LTIP)” section beginning on page 51. (5) Mr. Hattersley received an October 1, 2019 grant of RSUs, PSUs and Stock Options to recognize his new role as CEO. The RSUs and PSUs will vest on March 5, 2022. The Stock Options have a term of ten years from the grant date and vest in three equal annual installments beginning on March 5, 2020. (6) Ms. St. Jacques received an April 1, 2019 grant of RSUs upon her hire. The RSU grant will vest ratably over five years. LONG-TERM INCENTIVES Stock Options We have outstanding options under the Incentive Compensation Plan. The Incentive Compensation Plan provides that the exercise price must be at least equal to 100% of the fair market value of the underlying shares on the date of grant. Further details regarding stock options are described in the “Long-Term Incentives (LTIP)” section beginning on page 53. RSUs We have outstanding RSUs under the Incentive Compensation Plan. We may impose such conditions or restrictions on RSUs granted pursuant to the Incentive Compensation Plan as the Compensation & HR Committee may deem advisable including, without limitation, restrictions based upon the achievement of specific performance goals, time based restrictions on vesting following the attainment of the performance goals, time based restrictions, or restrictions under applicable laws or under the requirements of any stock exchange or market upon which such shares are listed or traded, or holding requirements or sale restrictions placed on the shares upon vesting of such RSUs. A participant has no voting rights with respect to any RSUs granted. Dividend equivalents are accrued on RSUs granted starting in 2020. Dividend equivalents accumulate on unvested RSUs and are paid in cash at vesting. Further details regarding RSUs are described in the “Long-Term Incentives (LTIP)” section beginning on page 53. PSUs or Performance Equity We have outstanding PSUs under the Incentive Compensation Plan. In connection with the grant of PSUs, the Compensation & HR Committee will set performance goals in its discretion which, depending on the extent to which such goals are met, will determine the amount paid to the participant. The form and timing of payment of earned PSUs and performance shares shall be determined by the Compensation & HR Committee. The Compensation & HR Committee, in its sole discretion, may pay earned PSUs in the form of cash or in shares (or in a combination thereof) equal to the value of the earned PSUs at the close of the performance period. Any shares may be granted subject to restrictions deemed appropriate by the Compensation & HR Committee. Dividend equivalents are accrued on PSUs granted starting in 2020. Dividend equivalents accumulate on unvested PSUs and are paid in cash at vesting, after applying the same performance multiplier as for PSUs. Further details regarding PSUs or Performance Equity are described in the “Long-Term Incentives (LTIP)” section beginning on page 53. 2021 Proxy Statement- MOLSON COORS BEVERAGE CO.    62 Back to Contents Outstanding Equity Awards at Fiscal Year-End The following table sets forth the outstanding equity awards held by the NEOs at the fiscal year ended December 31, 2020. The year-end values set forth in the table are based on the $45.19 per share closing price for the Class B common stock on December 31, 2020, the last trading day of the fiscal year.   Option Awards     Stock Awards Name Grant Date for Options Number of Securities Underlying Unexercised Options (#) Exercisable(a) Number of Securities Underlying Unexercised Options (#) Unexercisable(b) Option Exercise Price ($)(c) Option Expiration Date(d) Grant Date for Stock Awards Number of Shares or Units of Stock That Have Not Vested (#)(e) Market Value of Shares of Stock or Units that have not vested ($)(f) Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights that have not vested (#)(g) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have not vested ($)(h) Gavin D.K. Hattersley 3/9/2015 21,460 — 74.81 3/9/2025     3/6/2018 9,519 430,164 — — 2/12/2016 18,460 — 84.14 2/12/2026     3/5/2019 12,277 554,798 — — 3/8/2017 26,056 — 96.77 3/8/2027     10/1/2019 5,221 235,937 — — 3/6/2018 21,759 10,879 78.79 3/6/2028     3/2/2020 26,224 1,185,063 — — 3/5/2019 18,176 36,350 61.09 3/5/2029     3/6/2018 — — 15,865 716,939 10/1/2019 7,798 15,594 57.50 3/5/2029     3/5/2019 — — 20,462 924,678 3/2/2020 — 134,329 51.48 3/2/2030     10/1/2019 — — 8,701 393,198 — — — — —     3/2/2020 — — 43,707 1,975,119 Tracey I. Joubert 1/1/2012 3,303 — 73.08 1/1/2022     3/6/2018 3,808 172,084 — — 2/13/2014 1,399 — 67.26 2/13/2024     3/28/2018 796 35,971 — — 2/13/2014 2,771 — 54.53 2/13/2024     3/5/2019 7,367 332,915 — — 2/11/2015 2,782 — 86.45 2/11/2025     3/2/2020 8,742 395,051 — — 2/11/2015 4,301 — 73.00 2/11/2025     3/6/2018 — — 6,346 286,776 2/12/2016 5,907 — 84.14 2/12/2026     3/28/2018 — — 1,327 59,967 3/8/2017 10,423 — 96.77 3/8/2027     3/5/2019 — — 12,277 554,798 3/6/2018 8,703 4,352 78.79 3/6/2028     3/2/2020 — — 14,569 658,373 3/28/2018 1,805 902 75.41 3/28/2028     — — — — — 3/5/2019 10,906 21,810 61.09 3/5/2029     — — — — — 3/2/2020 — 44,777 51.48 3/2/2030     — — — — — Michelle St. Jacques 3/2/2020 — 26,866 51.48 3/2/2030     4/1/2019 16,564 748,527 — — — — — — —     3/2/2020 5,245 237,022 — — — — — — —     3/2/2020 — — 8,742 395,051 Simon J. Cox 3/4/2011 10,653 — 44.24 3/4/2021     3/6/2018 4,570 206,518 — — 3/9/2015 14,307 — 74.81 3/9/2025     3/5/2019 5,893 266,305 — — 3/9/2016 12,034 — 90.38 3/9/2026     3/2/2020 8,742 395,051 — — 3/8/2017 10,423 — 96.77 3/8/2027     3/6/2018 — — 7,616 344,167 3/6/2018 10,444 5,222 78.79 3/6/2028     3/5/2019 — — 9,822 443,856 3/5/2019 8,725 17,448 61.09 3/5/2029     3/2/2020 — — 14,569 658,373 3/2/2020 — 44,777 51.48 3/2/2030     — — — — — E. Lee Reichert 3/6/2018 5,222 2,611 78.79 3/6/2028     3/6/2018 2,285 103,259 — — 3/5/2019 5,817 11,632 61.09 3/5/2029     3/5/2019 3,929 177,552 — — 3/2/2020 — 29,851 51.48 3/2/2030     3/2/2020 5,828 263,367 — — — — — — —     3/6/2018 — — 3,808 172,084 — — — — —     3/5/2019 — — 6,548 295,904 — — — — —     3/2/2020 — — 9,713 438,930 2021 Proxy Statement- MOLSON COORS BEVERAGE CO.    63 Back to Contents (a) This column includes stock options that have vested and have not been exercised. Stock options generally vest in equal annual installments over a three-year period, subject to acceleration of vesting in the event of a change in control or certain termination events. Mr. Hattersley’s October 1, 2019 grant vests in equal annual installments on March 5, 2020, March 5, 2021 and March 5, 2022. (b) This column includes stock options that have not vested. (c) This column indicates the stock option strike price. (d) This column indicates the expiration date for stock options which is ten years from the date of grant. (e) Further details regardingThis column includes unvested RSUs, which generally vest on the third anniversary of the date of grant, based on continuing employment, subject to acceleration in the event of a change in control or certain termination events. Mr. Hattersley’s October 1, 2019 grant vests on March 5, 2022. (f) Market value of RSUs that have not vested is calculated by multiplying the number of unvested RSUs by the closing market price of $45.19 for Class B common stock options are describedon December 31, 2020. (g) This column represents unvested PSUs at the “Long-Term Incentives (LTIP)” section beginning on page 51. RSUs We have outstanding RSUs undervalue the Incentive Compensation Plan. We may impose such conditions or restrictions on RSUs granted pursuant toawards will pay assuming target performance. These awards will vest upon achievement of at least the Incentive Compensation Plan asthreshold performance level at the conclusion of the performance period upon Compensation & HR Committee may deem advisable including, without limitation, restrictions based uponcertification of performance, subject to acceleration in the achievementevent of specific performance goals, time based restrictions on vesting following the attainment ofa change in control. Typically, the performance goals, time based restrictions,period is three years beginning with the fiscal year in which the award was granted. The final payout may be more or restrictionsless depending on final performance. Mr. Hattersley’s October 1, 2019 grant is for the 2019 to 2021 performance period and vests on March 5, 2022. (h) The value of PSUs is calculated by multiplying the number of unvested PSUs by the closing market price of $45.19 for Class B common stock on December 31, 2020. The final payout may be more or less depending on final performance. Option Exercises and Stock Vested The following table sets forth information for each of our NEOs regarding stock options exercised and stock awards vested during fiscal year 2020. Name of Executive Officer  Option Awards   Stock Awards Number of Shares Acquired on Exercise (#) Value Realized Upon Exercise ($)(1) Number of Shares Acquired on Vesting (#) Value Realized On Vesting ($)(1) Gavin D.K. Hattersley 0 0   7,751 372,358 Tracey I. Joubert 0 0   3,101 148,972 Michelle St. Jacques 0 0   4,142 223,254 Simon J. Cox 8,991 106,541   3,101 148,972 E. Lee Reichert 0 0   1,292 62,068 (1) For stock awards vested, the values were calculated using the closing market price of the Class B common stock on the date of vesting. For stock options exercised, the value realized is the difference between the market price of the Class B common stock at the time of exercise and the exercise price of the option. 2021 Proxy Statement- MOLSON COORS BEVERAGE CO.    64 Back to Contents Pension Benefits The following table sets forth the present value of accumulated benefits payable to each of the NEOs under our tax-qualified retirement plans as well as our non-qualified supplemental plan and their years of service. Name Plan Name(3) Number of Years Credited Service (#)(1) Present Value of Accumulated Benefits ($) Payments During Last Fiscal Year ($) Gavin D.K. Hattersley Molson Coors Pension Plan 5 315,265 — Molson Coors Benefit Equalization Plan 5 338,663 — Tracey I. Joubert Molson Coors Pension Plan 5 272,081 — Molson Coors Benefit Equalization Plan 5 69,098 — Michelle St. Jacques(2) — — — — Simon J. Cox(4) U.K. Pension Plan 4 851,100 — E. Lee Reichert(2) — — — — (1) Actual years of service differ as follows: Mr. Hattersley (24 years); Ms. Joubert (23 years) and Mr. Cox (16 years). (2) Ms. St. Jacques and Mr. Reichert are not participants in any defined benefit pension plan. (3) The names of the U.S. pension plans were changed in 2020 to reflect sponsorship by Molson Coors Beverage Company. (4) A GBP to USD exchange rate of 1.367 as of December 31, 2020 was used to convert the Present Value of Mr. Cox’s pension benefit. U.S. PENSION We froze our U.S. qualified defined benefit pension plan in 2008 and the assets and liabilities of the plan were transferred to MillerCoors and are now sponsored by Molson Coors Beverage Company. The qualified balances for Ms. Joubert and Mr. Hattersley are displayed in the table above. The present value of accumulated benefits for the U.S. qualified pension plan is shown (through December 31, 2020) using an assumed retirement age of 60 for Mr. Hattersley and Ms. Joubert and a discount rate of 2.10%. Ms. Joubert and Mr. Hattersley participate in the Molson Coors Benefit Equalization Plan (BEP), which is a non-qualified supplemental defined benefit retirement plan designed to make legacy Miller employees whole when their accrued benefit under the Molson Coors Pension Plan is limited due to Section 401(a) of the Internal Revenue Code (Code) which limits the total amount of compensation that can be considered when determining an employee’s benefit accrual. The BEP determines an employee’s accrued pension benefit without regard to the compensation limit, and then subtracts the accrued benefit from the qualified retirement plan from this amount. The resulting difference is the benefit earned under the BEP. The benefit accruals were frozen under this plan as of December 31, 2007, the same date benefit accruals were frozen under the Molson Coors Pension Plan. Ms. Joubert and Mr. Hattersley were impacted by the plan freeze. U.K. PENSION Effective April 4, 2009, we froze our U.K. defined benefit plan for all employees. For Mr. Cox, the rate of accrual was 1/45th of pensionable pay per year of service. Final pensionable pay is defined as a one-year average of basic pay. The benefit is earned on a “straight line approach.” Normal retirement age for executive participants is age 60. Mr. Cox ceased accruing additional benefits once the plan was frozen. The qualified balance for Mr. Cox is displayed on the table above. The present value of accumulated benefits for the U.K. qualified pension plan is shown (through December 31, 2020) using an assumed retirement age of 60, a discount rate of 1.45%, a price inflation rate of 2.85%, and pension increases which are assumed to be 2.75% for pre-April 2006 contributions and 2.25% for post-April 2006 contributions. A GBP to USD exchange rate of 1.367 as of our fiscal year ended December 31, 2020 was used to convert the pension values, which was £622,604 for Mr. Cox. 2021 Proxy Statement- MOLSON COORS BEVERAGE CO.    65 Back to Contents Non-Qualified Deferred Compensation The following table sets forth information for each of the NEOs regarding executive and Company contributions, aggregate earnings (on the entire account balance) accrued during 2020, and aggregate withdrawals/distributions, as well as year-end account balances under the deferred compensation plans. Name Plan Executive Contributions in Last Fiscal Year(1) (a) ($) Company Contributions in Last Fiscal Year(2) (b) ($) Aggregate Earnings in Last Fiscal Year (c) ($) Aggregate Withdrawals/ Distributions (d) ($) Aggregate Balance at Last Fiscal Year-End (e) ($) Gavin D.K. Hattersley DCP — 163,492 249,187 — 2,287,321 Tracey I. Joubert DCP 175,671 81,163 247,359 54,286 1,554,837 Michelle St. Jacques DCP — 63,718 35 — 86,821 Simon J. Cox(3) Individual EFRBS 7,122 153,925 154,515 — 1,002,663 E. Lee Reichert DCP 628,677 62,044 190,891 — 1,640,028 (1) Executive Contributions in the Last Fiscal Year to the DCP are reflected in the “Summary Compensation Table” on page 59 in the “Salary” and “Non-Equity Incentive Plan Compensation” columns. (2) Company Contributions in the Last Fiscal Year to the DCP and EFRBS are reflected in the “Summary Compensation Table” on page 59 in the “All Other Compensation” column. (3) A GBP to USD exchange rate of 1.367 as of December 31, 2020 was used to convert the amounts for Mr. Cox. THE MOLSON COORS DEFERRED COMPENSATION PLAN FOR U.S. PARTICIPANTS For highly compensated U.S. employees we established a Supplemental Thrift Plan and the MillerCoors Deferred Compensation Plan. These plans were merged in 2018 and renamed the Molson Coors Deferred Compensation Plan (DCP). The DCP is substantially similar in structure and operation to our qualified 401(k) plan and is intended to make employees whole on Company contributions which would otherwise be made to our 401(k) plans were it not for certain IRS limits. Additionally, the DCP allows certain highly compensated executives of the Company the ability to defer up to 75% of their base pay and up to 100% of MCIP award payments. ADDITIONAL DEFERRED COMPENSATION PLANS We have established an Employer Financed Retirement Benefit Scheme (EFRBS, an unfunded individual benefit plan) for Mr. Cox in the U.K. This allows certain tax benefits to be realized during the accumulation of the retirement benefits given Mr. Cox has reached the general limits on tax-deductible pension accumulation in the U.K. Of the amounts in the “Aggregate Balance at Last Fiscal Year-End” column of the “Non-Qualified Deferred Compensation” table, the following amounts were also included in the “Total” column of the “Summary Compensation Table” on page 59 for 2020, 2019 and 2018. Name Plan Reported for 2020 ($)   Previously Reported for 2019 ($) Previously Reported for 2018 ($) Total ($)   Gavin D.K. Hattersley DCP 163,492   118,540 481,540 763,572   Tracey I. Joubert DCP 81,163   100,237 302,095 483,495   Michelle St. Jacques DCP 63,718   23,068 n/a 86,786   Simon J. Cox Individual EFRBS 153,925   136,787 123,700 414,412   E. Lee Reichert DCP 62,044   342,318 n/a 404,362   2021 Proxy Statement- MOLSON COORS BEVERAGE CO.    66 Back to Contents Potential Payments Upon Termination or Change in Control The following table reflects the incremental amount of compensation payable to each of the NEOs in the event of various termination scenarios or a change in control of the Company. The amounts shown assume that such termination was effective as of December 31, 2020, and the value of the Class B common stock was the December 31, 2020 closing market price of $45.19 per share. The amounts do not include benefits earned or vested on or before December 31, 2020, or benefits provided under insurance or regular programs generally available to salaried employees. Name Voluntary Separation Or Retirement(1) ($) Involuntary Termination Without Cause(2) ($) Termination for Cause(3) ($) Disability/ Death(4) ($) Change in Control(5) ($) Gavin D.K. Hattersley           Severance Payments — 1,100,000 — — 8,250,000 Benefits and Perquisites — 11,855 — — 42,783 Acceleration of Vesting of Stock Options — — — — — Acceleration of Vesting of RSUs/PSUs 3,145,134 3,169,379 — 3,145,134 6,822,859 Tracey I. Joubert           Severance Payments — 772,704 — — 2,936,273 Benefits and Perquisites — 17,582 — — 51,373 Acceleration of Vesting of Stock Options — — — — — Acceleration of Vesting of RSUs/PSUs — 211,416 — 1,359,270 2,676,242 Michelle St. Jacques           Severance Payments — 640,000 — — 2,240,000 Benefits and Perquisites — 15,892 — — 48,837 Acceleration of Vesting of Stock Options — — — — — Acceleration of Vesting of RSUs/PSUs — 152,133 — 633,067 1,380,600 Simon J. Cox           Severance Payments — 653,344 — — 653,344 Benefits and Perquisites — 361 — — 361 Acceleration of Vesting of Stock Options — — — — — Acceleration of Vesting of RSUs/PSUs — — — 1,246,837 2,471,875 E. Lee Reichert           Severance Payments — 630,000 — — 2,268,000 Benefits and Perquisites — 18,016 — — 52,023 Acceleration of Vesting of Stock Options — — — — — Acceleration of Vesting of RSUs/PSUs — 104,927 — 744,641 1,544,694 (1) Mr. Hattersley is retirement eligible for purposes of the Incentive Compensation Plan and entitled to accelerated vesting of all stock options and accelerated vesting on a pro-rata portion of his PSUs and RSUs. The amounts in the table reflect the: (i) intrinsic value of the acceleration of vesting of stock options (the difference between the exercise price and $45.19, the closing price of the Class B common stock on December 31, 2020); and (ii) the value of the applicable vesting PSUs and RSUs calculated using the closing price of the Class B common stock on December 31, 2020 which was $45.19. Stock options are valued at zero in the table because, as of December 31, 2020, the exercise prices exceed the closing price of the underlying Class B common stock. PSUs are still subject to the Company meeting the applicable performance requirements. The table assumes performance at target. Mses. Joubert and St. Jacques and Messrs. Cox and Reichert are not retirement eligible and would receive no accelerated vesting benefits on equity awards. (2) For Mr. Hattersley, the amounts are pursuant to his employment agreement. Mr. Hattersley is retirement eligible and therefore the amount reflects a proration of all outstanding equity awards, plus a cash payment for any outstanding RSUs with an original vest date within one year of the separation date. For Mses. Joubert and St. Jacques and Mr. Reichert, the amounts are pursuant to the U.S. Severance Pay Plan. None of these NEOs are retirement eligible. The amount reflects any outstanding RSUs with an original vest date within one year of the separation date and will be paid in cash. For Mr. Cox, the amounts are pursuant to his employment agreement. Mr. Cox is not retirement eligible and would receive no accelerated vesting benefits on equity awards (3) No payments are made to any NEO if terminated for cause. (4) The amounts in the table reflect the pro-rata value of stock options, RSUs and PSUs regardless of the retirement status of the NEOs. Stock options are valued at zero in the table because, as of December 31, 2020, the exercise prices exceed the closing price of the underlying Class B common stock. PSUs are still subject to the Company meeting the applicable performance requirement. The table assumes performance at target. 2021 Proxy Statement- MOLSON COORS BEVERAGE CO.    67 Back to Contents (5) For Mses. Joubert and St. Jacques and Messrs. Hattersley and Reichert, the amounts in the table, under applicable laws orSeverance Payments and Benefits and Perquisites, reflect the payments under the requirementsCIC Program. For Mr. Cox, the amounts reflect the terms of his employment agreement plus any stock exchange or market upon which such shares are listed or traded, or holding requirements or sale restrictions placed on the shares upon vesting of such RSUs. A participant has no voting rights with respect to any RSUs granted. Further details regarding RSUs are described the “Long-Term Incentives (LTIP)” section beginning on page 51. PSUs or Performance Equity We have outstanding PSUs under the Incentive Compensation Plan. In connection with the grant of PSUs, the Compensation & HR Committee will set performance goals in its discretion which, depending on the extent to which such goals are met, will determine the amount paid to the participant. additional standard redundancy pay benefits. The form and timing of payment of earned PSUs and performance shares shall be determined by the Compensation & HR Committee. The Compensation & HR Committee, in its sole discretion, may pay earned PSUs in the form of cash or in shares (or in a combination thereof) equal to theamounts shown reflect the: (i) intrinsic value of the earned PSUs atacceleration of vesting of stock options (the difference between the close ofexercise price and $45.19, the performance period. Any shares may be granted subject to restrictions deemed appropriate by the Compensation & HR Committee. Further details regarding PSUs or Performance Equity are described the “Long-Term Incentives (LTIP)” section beginning on page 51. MOLSON COORS BEVERAGE CO. -2020 Proxy Statement61 Back to Contents Outstanding Equity Awards at Fiscal Year-End The following table sets forth the outstanding equity awards held by the NEOs at the fiscal year ended December 31, 2019. The year-end values set forth in the table are based on the $53.90 closing price forof the Class B common stock on December 31, 2019,2020); and (ii) the last trading day of the fiscal year.   Option Awards     Stock Awards Name Grant Date for Options Number of Securities Underlying Unexercised Options (#) Exercisable(a) Number of Securities Underlying Unexercised Options (#) Unexercisable(b) Option Exercise Price ($)(c) Option Expiration Date(d)     Grant Date for Stock Awards Number of Shares or Units of Stock That Have Not Vested (#)(e) Market Value of Shares of Stock or Units that have not vested ($)(f) Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights that have not vested (#)(g) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have not vested ($)(h) Gavin D.K. Hattersley 3/9/2015 21,460 — 74.81 3/9/2025     3/8/2017 7,751 417,779 — — 2/12/2016 18,460 — 84.14 2/12/2026     3/6/2018 9,519 513,074 — — 3/8/2017 17,371 8,685 96.77 3/8/2027     3/5/2019 12,277 661,730 — — 3/6/2018 10,880 21,758 78.79 3/6/2028     10/1/2019 5,221 281,412 — — 3/5/2019 — 54,526 61.09 3/5/2029     3/8/2017 — — 12,918 696,280 10/1/2019 — 23,392 57.50 3/5/2029     3/6/2018 — — 15,865 855,124 — — — — —     3/5/2019 — — 20,462 1,102,902 — — — — —     10/1/2019 — — 8,701 468,984 Tracey I. Joubert 1/1/2012 3,303 — 73.08 1/1/2022     3/8/2017 3,101 167,144 — — 2/13/2014 1,399 — 67.26 2/13/2024     3/6/2018 3,808 205,251 — — 2/13/2014 2,771 — 54.53 2/13/2024     3/28/2018 796 42,904 — — 2/11/2015 2,782 — 86.45 2/11/2025     3/5/2019 7,367 397,081 — — 2/11/2015 4,301 — 73.00 2/11/2025     3/8/2017 — — 5,167 278,501 2/12/2016 5,907 — 84.14 2/12/2026     3/6/2018 — — 6,346 342,049 3/8/2017 6,949 3,474 96.77 3/8/2027     3/28/2018 — — 1,327 71,525 3/6/2018 4,352 8,703 78.79 3/6/2028     3/5/2019 — — 12,277 661,730 3/28/2018 903 1,804 75.41 3/28/2028     — — — — — 3/5/2019 — 32,716 61.09 3/5/2029     — — — — — Michelle St. Jacques — — — — —     4/1/2019 20,706 1,116,053 — — Simon J. Cox 3/15/2010 8,991 — 43.13 3/15/2020     3/8/2017 3,101 167,144 — — 3/4/2011 10,653 — 44.24 3/4/2021     3/6/2018 4,570 246,323 — — 3/9/2015 14,307 — 74.81 3/9/2025     3/5/2019 5,893 317,633 — — 3/9/2016 12,034 — 90.38 3/9/2026     3/8/2017 — — 5,167 278,501 3/8/2017 6,949 3,474 96.77 3/8/2027     3/6/2018 — — 7,616 410,502 3/6/2018 5,222 10,444 78.79 3/6/2028     3/5/2019 — — 9,822 529,406 3/5/2019 — 26,173 61.09 3/5/2029     — — — — — E. Lee Reichert 3/6/2018 2,611 5,222 78.79 3/6/2028     3/8/2017 1,292 69,639 — — 3/5/2019 — 17,449 61.09 3/5/2029     3/6/2018 2,285 123,162 — — — — — — —     3/5/2019 3,929 211,773 — — — — — — —     3/8/2017 — — 1,292 69,639 — — — — —     3/6/2018 — — 3,808 205,251 — — — — —     3/5/2019 — — 6,548 352,937 Mark R. Hunter 3/12/2012 20,301 — 42.78 3/12/2022     3/8/2017 15,501 835,504 — — 3/4/2013 23,838 — 45.22 9/28/2022     3/6/2018 20,942 1,128,774 — — 3/7/2014 15,650 — 58.24 9/28/2022     3/5/2019 27,010 1,455,839 — — 3/9/2015 50,072 — 74.81 9/28/2022     3/8/2017 — — 25,835 1,392,507 3/9/2016 54,152 — 90.38 9/28/2022     3/6/2018 — — 34,903 1,881,272 3/8/2017 52,111 — 96.77 9/28/2022     3/5/2019 — — 45,016 2,426,362 MOLSON COORS BEVERAGE CO. -2020 Proxy Statement62 Back to Contents   Option Awards     Stock Awards Name Grant Date for Options Number of Securities Underlying Unexercised Options (#) Exercisable(a) Number of Securities Underlying Unexercised Options (#) Unexercisable(b) Option Exercise Price ($)(c) Option Expiration Date(d)     Grant Date for Stock Awards Number of Shares or Units of Stock That Have Not Vested (#)(e) Market Value of Shares of Stock or Units that have not vested ($)(f) Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights that have not vested (#)(g) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have not vested ($)(h) 3/6/2018 71,802 — 78.79 9/28/2022     — — — — — 3/5/2019 119,957 — 61.09 9/28/2022     — — — — — (a) This column includes stock options that have vested and have not been exercised. Stock options generally vest in equal annual installments over a three-year period, subject to acceleration of vesting in the event of a change in control or certain termination events. (b) This column includes stock options that have not vested. (c) This column indicates the stock option strike price. (d) This column indicates the expiration date for stock options which is ten years from the date of grant or three years from retirement date. (e) This column includes unvested RSUs, which generally vest on the third anniversary of the date of grant, based on continuing employment, subject to acceleration in the event of a change in control or certain termination events. (f) Market value of RSUs that have not vested is calculated by multiplying the number of unvested RSUs by the closing market price of $53.90 for Class B common stock on December 31, 2019. (g) This column represents unvested PSUs at the value the awards will pay assuming target performance. These awards will vest upon achievement of at least the threshold performance level at the conclusion of the performance period upon Compensation & HR Committee certification of performance, subject to acceleration in the event of a change in control. Typically, the performance period is three years beginning with the fiscal year in which the award was granted. The final payout may be more or less depending on final performance. (h) The value of PSUs is calculated by multiplying the number of unvested PSUs by the closing market price of $53.90 for Class B common stock on December 31, 2019. The final payout may be more or less depending on final performance. Option Exercises and Stock Vested The following table sets forth information for each of our NEOs regarding stock options exercised and stock awards vested during fiscal year 2019. Name of Executive Officer  Option Awards   Stock Awards Number of Shares Acquired on Exercise (#) Value Realized Upon Exercise ($)(1) Number of Shares Acquired on Vesting (#) Value Realized On Vesting ($)(1) Gavin D.K. Hattersley — —   37,786 2,122,062 Tracey I. Joubert — —   12,093 679,143 Michelle St. Jacques — —   — — Simon J. Cox 9,497 177,284   8,190 486,896 E. Lee Reichert — —   3,183 186,183 Mark R. Hunter 11,287 203,591   36,845 2,190,435 (1) For stock awards vested, the values were calculated using the closing market price of the Class B common stock on the date of vesting. For stock options exercised, the value realized is the difference between the market price of the Class B common stock at the time of exercise and the exercise price of the option. MOLSON COORS BEVERAGE CO. -2020 Proxy Statement63 Back to Contents Pension Benefits The following table sets forth the present value of accumulated benefits payable to each ofPSUs and RSUs using $45.19 the NEOs under our tax-qualified retirement plans as well as our non-qualified supplemental plan and their years of service. Name Plan Name Number of Years Credited Service (#)(1) Present Value of Accumulated Benefits ($) Payments During Last Fiscal Year ($) Gavin D.K. Hattersley MillerCoors LLC Pension Plan 5 273,500 — Retirement BEP 5 355,189 — Tracey I. Joubert MillerCoors LLC Pension Plan 5 227,207 — Retirement BEP 5 69,826 — Michelle St. Jacques — — — — Simon J. Cox U.K. Pension Plan 4 720,241 — E. Lee Reichert — — — — Mark R. Hunter U.K. Pension Plan 19 8,148,325 — (1) Actual years of service differ as follows: Mr. Hattersley (23 years); Ms. Joubert (22 years); Mr. Cox (15 years); and Mr. Hunter (31 years). (2) Ms. St. Jacques and Mr. Reichert are not participants in any pension plan. U.S. PENSION We froze our U.S. qualified defined benefit pension plan in 2008 and the assets and liabilities of the plan were transferred to MillerCoors. The qualified balances for Ms. Joubert and Mr. Hattersley are displayed in the table above. The present value of accumulated benefits for the U.S. qualified pension plan is shown (through December 31, 2019) using an assumed retirement age of 60 for Mr. Hattersley and Ms. Joubert and a discount rate of 2.95%. Ms. Joubert and Mr. Hattersley participate in the BEP, which is a non-qualified supplemental defined benefit retirement plan designed to make legacy Miller employees whole when their accrued benefit under the MillerCoors LLC Pension Plan is limited due to Section 401(a) of the Code which limits the total amount of compensation that can be considered when determining an employee’s benefit accrual. The BEP determines an employee’s accrued pension benefit without regard to the compensation limit, and then subtracts the accrued benefit from the qualified retirement plan from this amount. The resulting difference is the benefit earned under the BEP. The benefit accruals were frozen under this plan as of December 31, 2007, the same date benefit accruals were frozen under the MillerCoors LLC Pension Plan. Ms. Joubert and Mr. Hattersley were impacted by the plan freeze. U.K. PENSION Effective April 4, 2009, we froze our U.K. defined benefit plan for all employees. For Messrs. Hunter and Cox, the rate of accrual was 1/45th of pensionable pay per year of service. Final pensionable pay is defined as a one-year average of basic pay. The benefit is earned on a “straight line approach.” Normal retirement age for executive participants is age 60. Messrs. Hunter and Cox ceased accruing additional benefits once the plan was frozen. The qualified balances for Messrs. Hunter and Cox is displayed on the previous page. The present value of accumulated benefits for the U.K. qualified pension plan is shown (through December 31, 2019) using an assumed retirement age of 60, a discount rate of 2.05%, aclosing price inflation rate of 2.90%, and pension increases which are assumed to be 2.80% for pre-April 2006 contributions and 2.25% for post-April 2006 contributions. A GBP to USD exchange rate of 1.3257 as of our fiscal year ended December 31, 2019 was used to convert the pension values, which was £6,146,432 for Mr. Hunter and £543,291 for Mr. Cox. MOLSON COORS BEVERAGE CO. -2020 Proxy Statement64 Back to Contents Non-Qualified Deferred Compensation The following table sets forth information for each of the NEOs regarding aggregate executive and Company contributions and aggregate earnings (on the entire account balance) accrued during 2019, as well as year-end account balances under the deferred compensation plans. Name Plan Executive Contributions in Last Fiscal Year(1) (a) ($) Company Contributions in Last Fiscal Year(2) (b) ($) Aggregate Earnings in Last Fiscal Year (c) ($) Aggregate Withdrawals/ Distributions (d) ($) Aggregate Balance at Last Fiscal Year-End (e) ($) Gavin D.K. Hattersley DCP — 118,540 254,130 — 1,874,642 Tracey I. Joubert DCP 19,432 80,805 209,651 — 1,104,929 Michelle St. Jacques DCP — 23,068 — — 23,068 Simon J. Cox Individual EFRBS — 136,787 7,428 — 687,101 E. Lee Reichert DCP 288,191 54,127 68,862 — 758,416 Mark R. Hunter(3) U.S. Pension — 107,387 80,300 — 819,086 Individual EFRBS — — 128,528 — 1,215,367 (1) Executive Contributions in the Last Fiscal Year to the DCP are reflected in the “Summary Compensation Table” on page 58 in the “Salary” and “Non-Equity Incentive Plan Compensation” columns. (2) Company Contributions in the Last Fiscal Year to the DCP, U.S. Pension Plan and EFRBS are reflected in the “Summary Compensation Table” on page 58 in the “All Other Compensation” column. (3) Mr. Hunter participated in U.S. Pension Plan in lieu of participation in the DCP. The value of GBP 617,851 was fixed at his retirement date of September 28, 2019 and will be paid in April of 2020. His Individual EFRBS was closed on his retirement date. THE MOLSON COORS DEFERRED COMPENSATION PLAN FOR U.S. PARTICIPANTS For highly compensated U.S. employees we established a Supplemental Thrift Plan and the MillerCoors Deferred Compensation Plan. These plans were merged in 2018 and renamed the Molson Coors Deferred Compensation Plan (DCP). The DCP is substantially similar in structure and operation to our qualified 401(k) plan and is intended to make employees whole on Company contributions which would otherwise be made to our 401(k) plans were it not for certain IRS limits. Additionally, the DCP allows certain highly compensated executives of the Company the ability to defer up to 75% of their base pay and up to 100% of MCIP award payments. ADDITIONAL DEFERRED COMPENSATION PLANS In lieu of participating in our 401(k) or the DCP, Mr. Hunter participates in the U.S. Pension Plan, and we make notional investments of £103,410 annually (translated to USD at time of each investment. For 2019, the investment was £81,004 which was a prorated amount based on Mr. Hunter’s retirement from the Company effective September 28, 2019). Up until April 4, 2009, when the UK defined benefit pension plan was closed, Mr. Hunter’s pension benefits were accruing under the Molson Coors (U.K.) Pension Plan, a registered U.K. pension scheme. Beginning on April 5, 2009 through December 31, 2014, Mr. Hunter’s pension benefits had been accruing under an EFRBS (a non-registered UK pension scheme). From January 1, 2015, Mr. Hunter’s pension benefits have been accruing under the U.S. Pension Plan designed to replicate the EFRBS with modifications made to ensure the new plan complies with requirements of Section 409A of the Code and relevant treasury regulations in the U.S. The U.S. Pension Plan is considered unfunded for US tax purposes and as a result Mr. Hunter will not be subject to U.S. tax until he receives actual distributions. In addition, the U.S. Pension Plan has been designed to avoid adverse impacts on Mr. Hunter’s “enhanced protection” in the U.K., which protects against liability for lifetime allowance charges. We have established an unfunded individual EFRBS for Mr. Cox in the U.K. This allows certain tax benefits to be realized during the accumulation of the retirement benefits given Mr. Cox has reached the general limits on tax-deductible pension accumulation in the U.K. Of the amounts in the “Aggregate Balance at Last Fiscal Year-End” column of the “Non-Qualified Deferred Compensation” table, the following amounts were also included in the “Total” column of the “Summary Compensation Table” on page 58 for 2019, 2018 and 2017. MOLSON COORS BEVERAGE CO. -2020 Proxy Statement65 Back to Contents Name Plan Reported for 2019 ($)   Previously Reported for 2018 ($)   Previously Reported for 2017 ($) Total ($)   Gavin D.K. Hattersley DCP 118,540   481,540 182,615 782,695   Tracey I. Joubert DCP 100,237   302,095 138,156 540,488   Michelle St. Jacques DCP 23,068   n/a n/a 23,068   Simon J. Cox Individual EFRBS 136,787   123,700 n/a 260,487   E. Lee Reichert DCP 342,318   n/a n/a 342,318   Mark R. Hunter U.S. Pension 107,387   131,889 139,737 379,013   Individual EFRBS —   — — —   Potential Payments Upon Termination or Change in Control The following table reflects the incremental amount of compensation payable to each of the NEOs in the event of various termination scenarios or a change in control of the Company. The amounts shown assume that such termination was effective as of December 31, 2019, and the value of the Class B common stock was theon December 31, 20192020. All stock options, except the 2011 grant to Mr. Cox, are valued at zero in the table because, as of December 31, 2020, the exercise prices exceed the closing market price of $53.90.the underlying Class B common stock. The amounts do not include benefits earned or vested on orvalue of the RSUs and PSUs reflect immediate full vesting. The value of the PSUs is calculated assuming performance at 100% of target for PSUs issued in 2020 and 120% of target for PSUs issued before December 31, 2019, or benefits provided under insurance or regular programs generally available to salaried employees.2020. Name Voluntary Separation Or Retirement(1) ($) Involuntary Termination Without Cause(2) ($) Termination for Cause(3) ($) Disability/ Death(4) ($) Change in Control(5) ($) Gavin D.K. Hattersley           Severance Payments — 1,100,000 — — 8,250,000 Benefits and Perquisites — 11,427 — — 42,141 Acceleration of Vesting of Stock Options — — — — — Acceleration of Vesting of RSUs/PSUs 2,441,293 2,463,674 — 2,441,293 4,997,285 Tracey I. Joubert           Severance Payments — 750,198 — — 2,850,751 Benefits and Perquisites — 16,400 — — 49,600 Acceleration of Vesting of Stock Options — — — — — Acceleration of Vesting of RSUs/PSUs — 161,407 — 1,119,611 2,166,187 Michelle St. Jacques           Severance Payments — 640,000 — — 2,240,000 Benefits and Perquisites — 15,033 — — 47,550 Acceleration of Vesting of Stock Options — — — — — Acceleration of Vesting of RSUs/PSUs — 215,539 — 310,033 1,116,053 Simon J. Cox           Severance Payments — 573,840 — — 573,840 Benefits and Perquisites — 350 — — 350 Acceleration of Vesting of Stock Options — — — — — Acceleration of Vesting of RSUs/PSUs — — — 1,057,680 1,949,509 E. Lee Reichert           Severance Payments — 630,000 — — 2,268,000 Benefits and Perquisites — 16,475 — — 49,712 Acceleration of Vesting of Stock Options — — — — — Acceleration of Vesting of RSUs/PSUs — 67,249 — 489,304 1,032,401 Mark R. Hunter           Severance Payments — — — — — Benefits and Perquisites — — — — — Acceleration of Vesting of Stock Options — — — — — Acceleration of Vesting of RSUs/PSUs 9,120,257 — — — — MOLSON COORS BEVERAGE CO. -2020 Proxy Statement66 CHANGE IN CONTROL PROGRAM The CIC Program provides benefits to participants in the event that their employment is terminated within a specified period following a change in control of the Company. In the event of termination due to a change in control the benefits for participants under the CIC Program are: A lump sum payment of the sum of salary and pro-rata annual bonus at target times the applicable multiplier (2-3x for the NEOs); For executives participating in a U.S. health plan, the ability to continue health coverage under the Consolidated Omnibus Budget Reconciliation Act (COBRA), for a period of 18 months, at the same cost sharing level as active employees; Up to 12 months of outplacement services; Accelerated vesting of stock options, restricted stock, RSUs, and other stock based awards, including PSUs (which would be valued at 100% of target for PSUs issued in 2020 and 120% of target for PSUs issued before 2020), with stock options remaining exercisable until the earlier of one year after termination of employment or the expiration of the term of the stock option; and No currently serving NEOs or future NEOs are eligible to receive an excise tax gross-up under our CIC Program. Mr. Cox is not eligible for benefits under the CIC Program. Any eligible benefits are pursuant to the terms of his employment agreement signed in 2012. In addition, he would receive benefits under the standard redundancy pay policy which would include notice pay of £65,000 and health benefits through the end of the benefit year. Each of the foregoing benefits is conditioned on the participant executing a release of claims in favor of the Company following termination. The CIC Program also contains certain confidentiality, non-solicitation and non-competition covenants. Under the CIC Program, “cause” will arise in the event of conviction of certain crimes, commission of certain illegal acts or breaches of the code of conduct or willful failure to perform duties. “Good reason” for a participant will arise following a change in control if the Company fails to pay the participant as promised, materially reduces or modifies the participant’s position, responsibilities or authority or requires relocation outside a 50-mile radius of the participant’s location of employment. For purposes of the CIC Program, a change in control will occur if: i. an individual or group acquires voting stock of the Company sufficient to have more voting power than the voting trust established under the Class A Common Stock Voting Trust Agreement, as further described below; ii. Molson/Coors family nominees cease to constitute at least 50% of a majority of our Board elected by the voting securities held by the Class A Common Stock Voting Trust; or iii. a merger or other business combination occurs, unless following such merger or combination: (a)  the Class A Common Stock Voting Trust continues to hold voting securities entitled to elect a majority of our Board; and (b)  at least 50% of a majority of our Board is Molson/Coors family nominees. The holders of Class A common stock and the Class A exchangeable shares (through our Class A Special voting stock) are entitled to one vote for each share held. The Coors Trust, Pentland and 4280661 Canada Inc. (Pentland’s subsidiary) are parties to voting trust arrangements combining their voting power over the Class A common stock and Class A exchangeable shares they own, which is referred to as the “Class A Common Stock Voting Trust Agreement”. The shares subject to the Class A Common Stock Voting Trust Agreement, together with any other shares deposited into the trust, are voted as a block by the trustees in the manner described in the Class A Common Stock Voting Trust Agreement. The CIC Program supersedes change in control provisions in individual employment agreements. As a condition of accepting participation in the CIC Program, eligible employees are required to enter into confidentiality and non-compete agreements in favor of us. The non-compete provisions of the CIC Program protect us whether or not a change in control occurs. 2021 Proxy Statement- MOLSON COORS BEVERAGE CO.    68 Back to Contents Material Terms of Employment Agreements and Letters Our arrangements with our NEOs are generally at-will, subject to certain potential severance and change in control payments described above under “Potential Payments Upon Termination or Change in Control” on page 67. Effective as of September 28, 2019, we entered into an offer letter with Mr. Hattersley when he became our President and Chief Executive Officer. The material terms of the offer letter included (i) a starting gross annual base salary of $1,100,000; (ii) eligibility to earn an annual cash bonus targeted at 150% of base salary; (iii) annual long term incentive awards with a target value of $4,500,000 for 2020; and (iv) a one-time equity award in the amount of approximately $1,000,000 comprised of the following elements: (1) 50% PSUs, (2) 30% RSUs, and (3) 20% stock options. Mr. Hattersley is also eligible to participate in the CIC Program and to continue to participate in the Company’s benefit plans, including the Severance Pay Plan. The offer letter also provided for vacation, life insurance and executive financial planning benefits. Mr. Hattersley was also required to sign a non-compete and confidentiality agreement. We entered into a secondment agreement with Mr. Cox upon his appointment as President and Chief Executive Officer of our Europe business segment commencing January 1, 2015, which modified the terms of his employment agreement dated October 1, 2012. Mr. Cox’s secondment agreement may generally be terminated by us upon sixty days’ notice and the employment agreement may be terminated by us upon twelve months’ notice. Under the terms of his agreements, Mr. Cox is entitled to a minimum base salary of £275,000, participates in the Molson Coors Europe Senior Mobile Workers’ policy, and is eligible for twelve round trip tickets between the U.K. and Prague per year for his immediate family. 2021 Proxy Statement- MOLSON COORS BEVERAGE CO.    69 Back to Contents CEO Pay Ratio Under the Dodd-Frank Act, we are required to calculate and disclose the annual total compensation of our median employee and the ratio of the compensation of the median employee to the annual total compensation of our CEO (the CEO Pay Ratio). 2020 CEO PAY RATIO Annual total compensation of our CEO in 2020 $ 6,940,645 Annual total compensation of our estimated median employee in 2020 $ 73,603 RESULTING CEO PAY RATIO   94 to 1 Methodology As a company with global operations, we utilize compensation programs that vary region to region. We identified our median employee as of December 31, 2020 (a) utilizing our internal records of annual salary as of December 31, 2020 and (b) for employees who are paid on an hourly basis, by applying such employee’s hourly rate to the applicable standard working schedules as of December 31, 2020, which takes into account whether each such employee worked on a full-time or part-time basis. If compensation data for an employee was not available in our internal records, we utilized such employee’s actual wages, not including overtime. We have included all employees who worked for us as of December 31, 2020, whether employed on a full-time, part-time, or seasonal basis in our analysis. We annualized our compensation measure for those of our full-time and part-time employees as of December 31, 2020 who were hired in 2020 but did not work for us for the entire year. For non-U.S. employees, we converted such employees’ pay to a U.S. dollar equivalent by applying applicable spot rates as of the close of business on December 31, 2020. Using this methodology, we determined that our estimated median employee as of December 31, 2020 was a full-time hourly employee located in North America. We calculated annual total compensation for our median employee using the same methodology we use for our NEOs as set forth in the Summary Compensation Table on page 59 of this Proxy Statement. 2021 Proxy Statement- MOLSON COORS BEVERAGE CO.    70 Back to Contents (1) Mr. Hattersley is retirement eligible for purposes of the Incentive Compensation Plan and entitled to accelerated vesting of all stock options and accelerated vesting on a pro-rata portion of his PSUs and RSUs. The amounts in the table reflect the: (i) intrinsic value of the acceleration of vesting of stock options (the difference between the exercise price and $53.90, the closing price of the Class B common stock on December 31, 2019); and (ii) the value of the applicable vesting PSUs and RSUs calculated using the closing price of the Class B common stock on December 31, 2019 which was $53.90. Stock options are valued at zero in the table because, as of December 31, 2019, the exercise prices exceed the closing price of the underlying Class B common stock. PSUs are still subject to the Company meeting the applicable performance requirements. The table assumes performance at target. Mr. Hunter retired from the Company effective September 28, 2019. Mr. Hunter is entitled to full vesting of his PSUs and RSUs assuming Mr. Hunter abides by his extended non-compete agreement. The full amount would vest under the original terms outlined at the grant date. Mses. Joubert and St. Jacques and Messrs. Cox and Reichert are not retirement eligible and would receive no accelerated vesting benefits on equity awards. (2) For Mr. Hattersley, the amounts are pursuant to his employment agreement. Mr. Hattersley is retirement eligible and therefore the amount reflects a proration of all outstanding equity awards. For Mses. Joubert and St. Jacques and Mr. Reichert, the amounts are pursuant to the U.S. Severance Pay Plan. None of these NEOs are retirement eligible. The amount reflects any outstanding RSUs with an original vest date within one year of the separation date and will be paid in cash. For Mr. Cox, the amounts are pursuant to his employment agreement. Mr. Cox is not retirement eligible and would receive no accelerated vesting benefits on equity awards Mr. Hunter retired from the Company effective September 28, 2019. (3) No payments are made to any NEO if terminated for cause. (4) The amounts in the table reflect the pro-rata value of stock options, RSUs and PSUs regardless of the retirement status of the NEOs. Stock options are valued at zero in the table because, as of December 31, 2019, the exercise prices exceed the closing price of the underlying Class B common stock. PSUs are still subject to the Company meeting the applicable performance requirement. The table assumes performance at target. (5) For Mses. Joubert and St. Jacques and Messrs. Hattersley and Reichert, the amounts in the table, under Severance Payments and Benefits and Perquisites, reflect the payments under the CIC Program. For Mr. Cox the amounts reflect the terms of his employment agreement plus any additional standard redundancy pay benefits. The amounts in the Acceleration of Vesting of Stock Options and Acceleration of Vesting of Restricted Stock/Performance Units reflect the: (i) intrinsic value of the acceleration of vesting of stock options (the difference between the exercise price and $53.90, the closing price of the Class B common stock on December 31, 2019); and (ii) the value of PSUs and RSUs using $53.90 the closing price of the Class B common stock on December 31, 2019. Stock options are valued at zero in the table because, as of December 31, 2019, the exercise prices exceed the closing price of the underlying Class B common stock. The value of the RSUs and PSUs reflect immediate full vesting. The value of the PSUs is calculated assuming performance at 100% of target. Mr. Hunter retired from the Company effective September 28, 2019. CHANGE IN CONTROL PROGRAM The CIC Program provides benefits to participants in the event that their employment is terminated within a specified period following a change in control of the Company. In the event of termination due to a change in control the benefits for participants under the CIC Program are: A lump sum payment of the sum of salary and pro-rata annual bonus at target times the applicable multiplier (2-3x for the NEOs); For executives participating in a U.S. health plan, the ability to continue health coverage under the Consolidated Omnibus Budget Reconciliation Act (COBRA), for a period of 18 months, at the same cost sharing level as active employees. Up to 12 months of outplacement services; Accelerated vesting of stock options, restricted stock, RSUs, and other stock based awards, including PSUs at 100% of target, with stock options remaining exercisable until the earlier of one year after termination of employment or the expiration of the term of the stock option; and No currently serving NEOs or future NEOs are eligible to receive an excise tax gross-up under our CIC Program. Mr. Cox is not eligible for benefits under the CIC Program. Any eligible benefits are pursuant to the terms of his employment agreement signed in 2012. In addition, he would receive benefits under the standard redundancy pay policy which would include notice pay of £65,000 and health benefits through the end of the benefit year. Each of the foregoing benefits is conditioned on the participant executing a release of claims in favor of the Company following termination. The CIC Program also contains certain confidentiality, non-solicitation and non-competition covenants. Under the CIC Program, “cause” will arise in the event of conviction of certain crimes, commission of certain illegal acts or breaches of the code of conduct or willful failure to perform duties. “Good reason” for a participant will arise following a change in control if we fail to pay the participant as promised, materially reduces or modifies the participant’s position, responsibilities or authority or requires relocation outside a 50-mile radius of the participant’s location of employment. MOLSON COORS BEVERAGE CO. -2020 Proxy Statement67 Back to Contents PROPOSAL NO. 3— APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE MOLSON COORS BEVERAGE COMPANY INCENTIVE COMPENSATION PLAN For purposes of the CIC Program, a change in control will occur if: i. an individual or group acquires voting stock of the Company sufficient to have more voting power than the voting trust established under the Class A Common Stock Voting Trust Agreement, as further described below; ii. Molson/Coors family nominees cease to constitute at least 50% of a majority of our Board elected by the voting securities held by the Class A Common Stock Voting Trust; or iii. a merger or other business combination occurs, unless following such merger or combination: (a)  the Class A Common Stock Voting Trust continues to hold voting securities entitled to elect a majority of our Board; and (b)  at least 50% of a majority of our Board is Molson/Coors family nominees. The holders of Class A common stock and the Class A exchangeable shares (through our Class A Special voting stock) are entitled to one vote for each share held. The Coors Trust, Pentland and 4280661 Canada Inc. (Pentland’s subsidiary) are parties to voting trust arrangements combining their voting power over the Class A common stock and Class A exchangeable shares they own, which is referred to as the “Class A Common Stock Voting Trust Agreement”. The shares subject to the Class A Common Stock Voting Trust Agreement, together with any other shares deposited into the trust, are voted as a block by the trustees in the manner described in the Class A Common Stock Voting Trust Agreement. The CIC Program supersedes change in control provisions in individual employment agreements. As a condition of accepting participation in the CIC Program, eligible employees are required to enter into confidentiality and non-compete agreements in favor of us. The non-compete provisions of the CIC Program protect us whether or not a change in control occurs. Material Terms of Employment Agreements and Letters Our arrangements with our NEOs are generally at-will, subject to certain potential severance and change in control payments described above under “Potential Payments Upon Termination or Change in Control” on page 66. Effective as of September 28, 2019, we entered into an offer letter with Mr. Hattersley when he became our President and Chief Executive Officer. The material terms of the offer letter include (i) an annual base salary of $1,100,000; (ii) eligibility to earn an annual cash bonus targeted at 150% of base salary; (iii) annual long term incentive awards targeted at a grant date fair value of $4,500,000; and (iv) a one-time equity award in the amount of approximately $1,000,000 comprised of the following elements: (1) 50% PSUs, (2) 30% RSUs, and (3) 20% stock options. Mr. Hattersley is also eligible to participate in the CIC Program and to continue to participate in the Company’s benefit plans, including the Severance Pay Plan. The offer letter also provides for vacation, life insurance and executive financial planning benefits. Mr. Hattersley was also be required to sign a non-compete and confidentiality agreement. We entered into a secondment agreement with Mr. Cox upon his appointment as President and Chief Executive Officer of our Europe business segment commencing January 1, 2015, which modified the terms of his employment agreement dated October 1, 2012. Mr. Cox’s secondment agreement may generally be terminated by us upon sixty days’ notice and the employment agreement may be terminated by us upon twelve months’ notice. Under the terms of his agreements, Mr. Cox is entitled to a minimum base salary of £275,000, participates in the Molson Coors Europe Senior Mobile Workers’ policy, and is eligible for twelve round trip tickets between the U.K. and Prague per year for his immediate family. We entered into a new employment agreement with Mr. Hunter upon his appointment as our President and CEO effective January 1, 2015. In connection with his appointment, the excise tax gross-up benefit to Mr. Hunter under the CIC Program was eliminated. MOLSON COORS BEVERAGE CO. -2020 Proxy Statement68 Back to Contents CEO Pay Ratio Under Dodd-Frank, we are required to calculate and disclose the annual total compensation of our median employee and the ratio of the compensation of the median employee to the annual total compensation of our CEO (the CEO Pay Ratio). 2019 CEO PAY RATIO Annual total compensation of our CEO in 2019 $ 5,234,327 Annual total compensation of our estimated median employee in 2019 $ 72,272 RESULTING CEO PAY RATIO   72 to 1 Methodology As a company with global operations, we utilize compensation programs that vary region to region. Given the size and geographic composition of our workforce, we identified our estimated median employee as of December 31, 2017 (a) utilizing our internal records of annual salary as of December 31, 2017 and (b) for employees who are paid on an hourly basis, by applying such employee’s hourly rate to the applicable standard working schedules as of December 31, 2017, which takes into account whether each such employee worked on a full-time or part-time basis. If compensation data for an employee was not available in our internal records, we utilized such employee’s actual wages, not including overtime. We have included all employees who worked for us as of December 31, 2017, whether employed on a full-time, part-time, or seasonal basis in our analysis, except for approximately 83 employees (the excluded employees) who became our employees as a result of our acquisitions in 2017 of Birradamare, La Sagra Brew and Le Trou du Diable. We annualized our compensation measure for those of our full-time and part-time employees as of December 31, 2017 who were hired in 2017 but did not work for us for the entire year. For non-US employees, we converted such employees’ pay to a US dollar equivalent by applying Bloomberg’s applicable spot rates as of the close of business on December 31, 2017. Using this methodology, we determined that our estimated median employee as of December 31, 2017 was a full-time salaried employee located in North America. We calculated annual total compensation for our median employee using the same methodology we use for our NEOs as set forth in the Summary Compensation Table on page 58 of this Proxy Statement. Utilization of Alternative Median Employee Taking into account the excluded employees, we believe there has been no change in our employee population or employee compensation arrangements other than the change to the CEO’s compensation during the 2019 fiscal year that would result in a significant change to our 2019 CEO Pay Ratio; however, the specific median employee identified in 2017 underwent a change in duties and received a corresponding salary increase during the 2018 fiscal year, which we believe may have significantly changed the 2018 CEO Pay Ratio. Accordingly, we identified an alternate median employee in 2018 who had substantially similar compensation to the 2017 median employee based on the methodology described above and we are using that employee as our median employee for 2019. Similar to the 2017 median employee, the alternative median employee was a full-time salaried employee located in North America. MOLSON COORS BEVERAGE CO. -2020 Proxy Statement69 Back to Contents PROPOSAL NO. 3— RATIFY APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2020 Proposal Snapshot What am I voting on? Stockholders are being asked to approve the amendment and restatement of the Molson Coors Beverage Company Incentive Compensation Plan (the Plan), including the authorization of additional shares for issuance under the Plan and extension of the term of the Plan. Voting Recommendation: Our Board recommends a vote FOR the amendment and restatement of the Molson Coors Beverage Company Incentive Compensation Plan. We are asking stockholders to approve the amendment and restatement of the Plan to: Increase the number of shares of the Company’s Class B common stock that may be issued under the Plan by 3,500,000 shares. When stockholders previously approved the Plan at our 2005 and 2012 annual meetings, they authorized the issuance of up to 20,000,000 shares, of which 1,400,749 shares remained available for issuance as of March 17, 2021. Extend the term of the Plan for ten years, to May 26, 2031. We also amended the Plan to incorporate certain sound corporate governance practices, including to establish an annual limit for non-employee director compensation (both cash and equity) at $750,000 per year, and make other changes. The Board of Directors believes that the Company’s ability to attract, retain and motivate selected employees, directors and third-party service providers is vital to the Company’s success. The Board also believes that the interests of the Company and its stockholders will be advanced if the Company can continue to offer such employees, directors and third-party service providers the opportunity to acquire or increase their proprietary interests in the Company by receiving awards under the Plan. However, the Board believes that there is an insufficient number of shares of Class B common stock remaining for future awards under the Plan to effectively and appropriately incentivize the employees, directors and third-party service providers. Accordingly, the Board of Directors on March 2, 2021, upon the recommendation of the Compensation & HR Committee, approved the amendment and restatement of the Plan, subject to stockholder approval, to increase the Plan share pool by 3,500,000 shares and extend the term of the Plan. The amendment and restatement of the Plan will become effective upon receipt of approval by the stockholders at the Annual Meeting. If the amendment and restatement of the Plan is not approved by our stockholders, awards may continue to be made from the remaining shares under the Plan. Key Features of the Plan The Plan includes several features that are consistent with the interests of our stockholders and sound corporate governance practices, including the following: Nodiscountedstockoptionsorstockappreciationrights(SARs): Stock options and SARs may not be granted with an exercise or grant price lower than the fair market value of the underlying shares on the date of grant. NorepricingofstockoptionsorSARswithoutstockholderapproval: The Plan prohibits the direct or indirect repricing of stock options or SARs without prior stockholder approval. Noliberalsharecountingor“recycling”ofshares: Shares withheld by or delivered to the Company to satisfy the exercise or grant price of stock options and SARs or tax withholding obligations upon exercise or vesting of awards will not be available for future grants. 2021 Proxy Statement- MOLSON COORS BEVERAGE CO.    71 Back to Contents Noliberalchange-in-controldefinition: Change-in-control benefits are triggered only by the occurrence, rather than by stockholder approval, of a merger or other change-in control event. Double-triggerchange-in-controlvesting: If stock options or RSUs are replaced by a successor company in connection with a change in control, such awards will not automatically vest and pay out solely as a result of the change in control. LimitonNon-EmployeeDirectorawards: The Plan establishes an aggregate limit on the amount of compensation (cash and equity) that may be paid to a non-employee director in any plan year. Nodividendsonunearnedawards: Dividends or dividend equivalents may not be paid on unvested or unearned awards. Awardssubjecttoclawbackpolicy: Awards granted under the Plan are subject to the Company’s clawback policy. Notransferability: Awards generally may not be transferred for value prior to their vesting or exercise. Noautomaticsharereplenishmentor“evergreen”provision: There is no evergreen provision pursuant to which the shares authorized for issuance under the Plan can be automatically replenished. Moderateburnrate: Our three-year average burn rate (adjusting for full-share awards) of approximately 1.5% is lower than the industry guidance established by certain major proxy advisory firms.(1) Summary of the Plan The complete text of the Plan is attached to this Proxy Statement as AppendixA. The following description of the Plan is a summary of certain provisions of the Plan as proposed to be amended and restated, and is qualified in its entirety by reference to AppendixA. PURPOSE AND ELIGIBILITY The purpose of the Plan is to provide a means whereby employees, directors and third-party service providers of the Company develop a sense of proprietorship and personal involvement in the development and financial success of the Company, and to encourage them to devote their best efforts to the business of the Company. A further purpose of the Plan is to provide a means through which the Company may attract able individuals to become employees or serve as directors or third-party service providers of the Company and to provide a means for such individuals to acquire and maintain stock ownership, thereby strengthening their concern for the welfare of the Company. As of March 17, 2021, the numbers of persons eligible to receive awards under the Plan were approximately 742 employees and other service providers and 12 non-employee directors. As of that date, approximately 883 persons held outstanding awards under the Plan. SHARES AVAILABLE FOR ISSUANCE Subject to adjustment as provided in the Plan, a maximum of 23,500,000 shares of Class B common stock, plus the number of shares of Class B common stock that remain available for issuance under the Company’s prior Adolph Coors Company Equity Incentive Plan, which has expired, may be issued under the Plan. To satisfy awards under the Plan, the Company may use authorized, but unissued shares of Class B common stock or shares of Class B common stock held in treasury. The closing price of the Class B common stock as reported on the NYSE on March 17, 2021 was $48.66 per share. Share Usage Shares covered by an award under the Plan are counted as used to the extent such shares are actually delivered. Shares subject to awards under the Plan or under the Company’s prior plans that lapse are forfeited or canceled or are settled without the issuance of stock will be available for awards under the Plan. Shares actually issued under the Plan in a stock option exercise, shares not issued or delivered as the result of the net settlement of an outstanding SAR or stock option and shares used to pay the exercise price or withholding taxes related to an outstanding award will not be again made available for issuance. Limit on Awards to Non-Employee Directors Subject to adjustment as provided in the Plan, the aggregate value of cash compensation and the grant date fair value of shares subject to all awards that may be granted or awarded to any one non-employee director in any one plan year solely with respect to service as a non-employee director, excluding awards made pursuant to deferred compensation arrangements in lieu of all or a portion of cash retainers, may not exceed $750,000. (1) We calculated our burn rate by: (i) applying a factor of three to each full value award and a factor of one to options granted during each calendar year and (ii) dividing the resulting number by the weighted average number of shares of our Class B common stock outstanding for each respective year. 2021 Proxy Statement- MOLSON COORS BEVERAGE CO.    72 Back to Contents Limits on Awards for Other Individual Participants The following limits, subject to adjustment as provided in the Plan, will apply to grants of awards to individual participants: StockOptions: the maximum aggregate number of shares subject to stock options granted in any one plan year to any one participant is 500,000 shares; SARs: the maximum number of shares subject to SARs granted in any one plan year to any one participant is 500,000 shares; RestrictedStockorRSUs: the maximum aggregate grant with respect to awards of restricted stock or RSUs in any one plan year to any one participant is 250,000 shares; PUsorPerformanceShareUnits: the maximum aggregate award of PUs or performance share units that any one participant may receive in any one plan year is 250,000 shares if such award is payable in shares, or equal to the value of 250,000 shares if such award is payable in cash or property other than shares with such amount determined as of the earlier of the vesting date or the payout date; Cash-BasedAwards: the maximum aggregate amount awarded or credited with respect to cash-based awards in any one plan year to any one participant is $10,000,000; OtherStock-BasedAwards: the maximum aggregate grant with respect to other stock-based awards in any one plan year to any one participant is 250,000 shares. For purposes of the above limits, the term “plan year” is the Company’s fiscal year unless the Compensation & HR Committee or other committee designated by the Board of Directors to administer the Plan (the Plan Committee) designates a calendar year for a particular award. Adjustments In the event of any corporate event or transactions (including, but not limited to, a change in the shares of the Company or the capitalization of the Company), such as a merger, consolidation, reorganization, recapitalization, separation, stock dividend, stock split, reverse stock split, split up, spin-off or other distribution of stock or property of the Company, combination of shares, exchange of shares, dividend in kind, or other like change-in-capital structure or distribution (other than normal cash dividends) to stockholders of the Company or any similar corporate event or transaction, the Plan Committee, in its sole discretion, in order to prevent dilution or enlargement of a participant’s rights under the Plan, shall substitute or adjust, as applicable, the number and kind of shares that may be issued under the Plan or under particular forms of awards, the number and kinds of shares subject to outstanding awards, the option price or grant price applicable to outstanding awards, the annual award limits and other valuable determinations applicable to outstanding awards. ADMINISTRATION Under the terms of the Plan, the Plan Committee has full and exclusive discretionary power to: interpret the terms and the intent of the Plan and any award agreement, other agreement or document ancillary to, or in connection with, the Plan; determine eligibility for awards; and adopt such rules, regulations, forms, instruments and guidelines for administering the Plan as the Plan Committee may deem necessary or proper. The Plan Committee’s authority includes selecting award recipients, establishing all award terms and conditions, including the terms and conditions set forth in award agreements, granting awards as an alternative to, or as the form of payment for, grants or rights earned or due under compensation plans, or arrangements of the Company and, subject to terms of the Plan, adopting modifications and amendments to the Plan or any award agreement, including any that are necessary to comply with the laws of the jurisdictions in which the Company and/or its affiliates operate. The Plan Committee may delegate to one or more of its members, or to one or more officers of the Company or its affiliates, or to one or more agents or advisors such administrative duties or powers as it may deem advisable. The Plan Committee, or any individuals to whom it has delegated duties or powers, may employ one or more individuals to render advice with respect to any responsibility the Plan Committee or such individuals may have under the Plan. The Plan Committee may authorize one or more officers of the Company to designate employees to be recipients of awards and determine the size of any such awards, subject to a limitation established by the Plan Committee, except that the Plan Committee may not delegate such responsibilities for awards granted to an officer or director of the Company or person otherwise determined by the Board to be an “insider” as that term is defined in the Plan. STOCK OPTIONS Stock options to purchase shares of the Company’s Class B common stock may be granted to participants in such number, and upon such terms, and at any time, from time to time, as the Plan Committee determines in its sole discretion. Stock options intended to meet the requirements of Section 422 of the Code, which are referred to as incentive stock options, may be granted only to eligible employees of the Company or of any parent or subsidiary corporation (as permitted by Section 422 of the Code). 2021 Proxy Statement- MOLSON COORS BEVERAGE CO.    73 Back to Contents The exercise price for each stock option is determined by the Plan Committee, provided that the exercise price must be: based on 100% of the fair market value of the shares on the grant date; set at a premium to the fair market value of the underlying shares on the grant date; or indexed to the fair market value of the underlying shares on the grant date; except that the exercise price on the grant date must be at least equal to 100% of the fair market value of the underlying shares on the grant date. The term of stock options cannot exceed ten years. Stock options are exercisable at such times and subject to such restrictions and conditions as the Plan Committee approves. STOCK APPRECIATION RIGHTS Under the Plan, SARs may be granted to participants at any time as determined by the Plan Committee. The Plan Committee may grant freestanding SARs, tandem SARs, or any combination of these forms of SARs. Subject to the terms and conditions of the Plan, the Plan Committee has complete discretion in determining the number of SARs granted to each participant and in determining the terms and conditions pertaining to such SARs. The grant price for each grant of a freestanding SAR is determined by the Plan Committee, provided that the grant price shall be: based on 100% of the fair market value of the underlying shares on the date of grant; set at a premium to the fair market value of the underlying shares on the date of grant; or indexed to the fair market value of the shares on the date of grant, provided that the grant price must be at least equal to 100% of the fair market value of the underlying shares on the date of grant. The grant price of tandem SARs will be equal to the exercise price of the related option. The term of an SAR is determined by the Plan Committee, in its sole discretion, but the term of an SAR shall not exceed ten years. SARs are exercisable at such times and subject to such restrictions and conditions as the Plan Committee approves. RESTRICTED STOCK AND RESTRICTED STOCK UNITS Subject to the terms and provisions of the Plan, the Plan Committee at any time may grant awards as restricted stock and/or RSUs. The Plan Committee may impose such conditions or restrictions on any shares of restricted stock or RSUs granted pursuant to the Plan as it may deem advisable including, without limitation, a requirement that participants pay a stipulated purchase price for each share of restricted stock or each RSU, restrictions based upon the achievement of specific performance goals, time-based restrictions on vesting following the attainment of the performance goals, time-based restrictions, or restrictions under applicable laws or under the requirements of any stock exchange or market upon which such shares are listed or traded, or holding requirements or sale restrictions placed on the shares by the Company upon vesting of such restricted stock or RSUs. Unless otherwise determined by the Plan Committee, to the extent permitted or required by law, participants holding shares of restricted stock granted under the Plan may be granted the right to exercise full voting rights with respect to those shares during the restriction period. A participant has no voting rights with respect to any RSUs granted. Participants are not entitled to the crediting of dividend equivalents on RSUs granted unless designated by the Plan Committee. PERFORMANCE UNITS/PERFORMANCE SHARE UNITS Subject to the terms and provisions of the Plan, the Plan Committee may grant performance units (PUs) or performance share units (PSUs) to participants in such amounts and upon such terms as the Plan Committee determines. Each PU will have an initial value that is established by the Plan Committee at the time of grant and each PSU will have an initial value equal to the fair market value of the underlying Class B common stock on the grant date. In connection with the grant of PUs or PSUs, the Plan Committee will set performance goals in its discretion which, depending on the extent to which such goals are met, will determine the value or number of PUs or PSUs paid to the participant. The form and timing of payment of earned PUs and PSUs will be determined by the Plan Committee. The Plan Committee, in its sole discretion, may pay earned PUs and PSUs in the form of cash or in shares (or in a combination thereof) equal to the value of the earned PUs or PSUs, as applicable, at the close of the performance period. Any shares may be granted subject to restrictions deemed appropriate by the Plan Committee. 2021 Proxy Statement- MOLSON COORS BEVERAGE CO.    74 Back to Contents CASH-BASED AWARDS AND OTHER STOCK-BASED AWARDS Subject to the terms and provisions of the Plan, the Plan Committee may grant cash-based awards to participants in such amounts and upon such terms as the Plan Committee determines, including the achievement of specific performance goals. The Plan Committee may also grant other types of equity-based or equity-related awards not otherwise described by the terms of the Plan (including the grant or offer for sale of unrestricted shares of Class B common stock) in amounts and subject to such terms and conditions, as the Plan Committee may determine. Such awards may involve the transfer of actual shares to participants or payment in cash or otherwise of amounts based on the value of shares, and may include, without limitation, awards designed to comply with, or take advantage of, the applicable local laws of jurisdictions other than the United States. Each cash-based award will specify a payment amount or payment range as determined by the Plan Committee. Each stock-based award will be expressed in terms of shares or units based on shares, as determined by the Plan Committee. The Plan Committee may establish performance goals with respect to such awards in its discretion. If the Plan Committee exercises its discretion to establish performance goals, the number or value of cash-based awards or other stock-based awards that will be paid out to the participant will depend on the extent to which the performance goals are met. Payment, if any, with respect to a cash-based award or stock-based award will be made, in cash or shares, in accordance with the terms the Plan Committee determines. PERFORMANCE MEASURES Subject to the terms of the Plan, the performance goals established by the Plan Committee for the payment or vesting of an award may include but are not limited to the following performance measures: net earnings or net income (before or after taxes); earnings per share; net sales or revenue growth; net operating profit; return measures (including, but not limited to, return on assets, capital, invested capital, equity, revenue or sales); cash flow (including, but not limited to, operating cash flow, free cash flow and cash flow return on equity); earnings before or after taxes, interest, depreciation and/or amortization; gross or operating margins; productivity ratios; share price (including, but not limited to, growth measures and total stockholder return); expense targets; margins; operating efficiency; market share; Profit After Capital Charge (PACC); customer satisfaction; and balance sheet and statement of cash flow measures (including, but not limited to, working capital amounts and levels of short and long-term debt). Any performance measure may be used to measure the performance of the Company and/or its affiliates as a whole or any business unit of the Company and/or its affiliates or any combination thereof, for one performance period or averaged over time, as the Plan Committee may deem appropriate, or any of the above performance measures as compared to the performance of a group of comparative companies, or published or special index that the Plan Committee, in its sole discretion, deems appropriate, and may, but need not be, based on a change or an increase or positive result. The Plan Committee also has the authority to provide for accelerated vesting of any award based on the achievement of performance goals pursuant to the performance measures specified by the Plan Committee or such other factors as the Plan Committee determines. The Plan Committee may provide in any such award that any evaluation of performance may include or exclude any of the following items: litigation or claim judgments or settlements; the effects of changes in tax laws, accounting principles or other laws or provisions affecting reported results; foreign exchange gains and losses; and special items and non-core items (as those terms are defined in the Plan). CHANGE IN CONTROL Unless the Plan Committee determines otherwise in the instrument evidencing the award or as otherwise provided in a written employment, service or other agreement between the participant and the Company, upon a change in control (as defined in the Plan), all then outstanding stock options and SARs and all other then-outstanding awards that are service vesting awards for which the participant has received a replacement award (as described in the Plan) shall be treated as follows. Upon a termination of employment or service occurring in connection with or during the period of two years after a change in control, other than for cause, all replacement awards held by the participant will become fully vested and, if applicable, exercisable and free of restrictions. All stock options and SARs held by the participant immediately before the termination of employment or service that the participant held as of the date of the change in control or that constitute replacement awards will remain exercisable for not less than one year following such termination or until the expiration of the stated terms of such stock option or SAR, if shorter, unless otherwise specified in the applicable award agreement. Unless the Plan Committee determines otherwise in the instrument evidencing the award or as otherwise provided in a written employment, service or other agreement between the participant and the Company, upon a change in control, all then outstanding stock options and SARs and all other then-outstanding awards that are service vesting awards for which the participant has not received a replacement award will vest in full and be free of restrictions. The treatment of any other awards is as determined by the Plan Committee and reflected in the applicable award agreement. 2021 Proxy Statement- MOLSON COORS BEVERAGE CO.    75 Back to Contents TRANSFERABILITY OF AWARDS Except as otherwise provided in the Plan or a particular award agreement, a participant’s awards may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated other than by will or the laws of descent and distribution. During the participant’s lifetime, only the participant may exercise any rights under an award. Stock options and SARs generally may not be transferred unless the transfer is approved by the Plan Committee and is for no consideration. CLAWBACK The Company has adopted a clawback policy that applies to awards under the Plan. Under the policy, the Company will use reasonable efforts to recoup from its current and former executive officers and 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 will also modify this recovery policy based on the requirements to be issued by the NYSE pursuant to the mandate of the Dodd-Frank Act once the requirements of the NYSE rules are finalized. DURATION OF THE PLAN Unless sooner terminated in accordance with its terms, the Plan will terminate on May 26, 2031. After the plan is terminated, no awards may be granted under the Plan, but awards previously granted will remain outstanding in accordance with their applicable terms and conditions and the Plan’s terms and conditions. AMENDMENT, MODIFICATION, SUSPENSION AND TERMINATION Subject to the terms of the Plan, the Plan Committee may, at any time and from time to time, amend, modify, suspend or terminate the Plan and any award agreement in whole or in part, except that no amendment of the Plan may be made without stockholder approval if stockholder approval is required by law, regulation or stock exchange rule; including, but not limited to, the Exchange Act, the Code and, if applicable, the NYSE Listed Company Manual. NO REPRICING WITHOUT STOCKHOLDER APPROVAL Without the prior approval of the Company’s stockholders and except as provided under the Plan, stock options or SARs granted under the Plan will not be repriced by lowering the exercise or grant price of a previously granted option or SAR, cancelling an option or SAR at a time when its exercise price exceeds the fair market value of the underlying shares in exchange for cash, another option, restricted stock or any other equity award, or any other action that is treated as a repricing under U.S. generally accepted accounting principles. The Plan Committee may make adjustments in the terms and conditions of, and the criteria included in, awards in recognition of unusual or nonrecurring events affecting the Company or the financial statements of the Company or of changes in applicable laws, regulations or accounting principles whenever the Plan Committee determines that such adjustments are appropriate in order to prevent unintended dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan. With respect to a stock option or SAR, any such substitutions or adjustments may not be made if it would cause such stock option or SAR to be treated as deferred compensation subject to taxes and penalties under Section 409A of the Code. 2021 Proxy Statement- MOLSON COORS BEVERAGE CO.    76 Back to Contents Description of Certain Federal Income Tax Consequences Under the Plan The following is a summary of certain U.S. federal income tax consequences of awards under the Plan to the Company and to participants in the Plan who are citizens or residents of the U.S. for federal tax purposes. The summary is based on the Code, applicable Treasury Regulations and administrative and judicial interpretations thereof, each as in effect on the date of this Proxy Statement and is, therefore, subject to future changes in the law, possibly with retroactive effect. The summary is general in nature and does not purport to be legal or tax advice. Furthermore, the summary is not intended to be exhaustive and does not address all matters which may be relevant to a particular participant based on his or her specific circumstances. The summary expressly does not discuss the tax laws of any state, municipality or non-U.S. taxing jurisdiction, or any gift, estate, excise or other tax laws. Because individual circumstances may vary, participants are encouraged to consult their own tax advisors concerning the tax implications of awards granted under the Plan. StockOptionsandStockAppreciationRights. Stock option grants under the Plan generally are intended to be nonqualified stock options. A participant generally will not recognize taxable income upon the grant or vesting of a nonqualified stock option or stock appreciation right with an exercise or grant price at least equal to the fair market value of our Class B common stock on the date of grant and no additional deferral feature. Upon the exercise of a nonqualified stock option or stock appreciation right, a participant generally will recognize compensation taxable as ordinary income in an amount equal to the difference between the fair market value of the shares underlying the nonqualified stock option or stock appreciation right on the date of exercise and the exercise or grant price. Any gain or loss recognized upon any later disposition of the shares generally will be a long-term or short-term capital gain or loss. Special rules apply if the shares received upon exercise of a nonqualified stock option or stock appreciation right are subject to a substantial risk of forfeiture by the participant or if a participant uses shares of our Class B common stock already held by the participant to pay the exercise price of a nonqualified stock option. RestrictedStock. A grant of restricted shares of Class B common stock generally will not result in taxable income to the participant in the year of grant. The value of such restricted stock (less the amount, if any, paid by the participant with respect to the shares) will be taxable to a participant as compensation taxable as ordinary income in the year in which the restrictions lapse. If a participant makes an election under Section 83(b) of the Code, the timing of the tax recognition event and the amount of income recognized will differ from that describedabove. RestrictedStockUnits. A participant generally will not recognize income at the time a RSU is granted. When any part of a RSU is issued or paid, the participant generally will recognize compensation taxable as ordinary income at the time of such issuance or payment in an amount equal to the cash and then fair market value of any shares the participant receives. PerformanceShareUnits,PerformanceUnitsandOtherAwards. A participant generally will not recognize income upon the grant of PSUs or PUs. Upon the distribution of cash or shares to the participant pursuant to the terms of the PSUs or PUs, the participant generally will recognize compensation taxable as ordinary income equal to the excess of the amount of cash and the fair market value of any shares transferred to the participant over any amount paid by the participant with respect to the PSUs or PUs. The U.S. federal income tax consequences of other awards under the plan will depend upon the specific terms of each award. TaxConsequencestotheCompany. In the foregoing cases, we generally will be entitled to a deduction at the same time, and in the same amount, as a participant recognizes ordinary income, subject to certain limitations imposed under the Code. Section409AoftheCode. We intend that awards granted under the Plan comply with, or otherwise be exempt from, section 409A of the Code, but make no representation or warranty to that effect. TaxWithholding. We are authorized to deduct or withhold from any award granted or payment due under the Plan, or require a participant to remit to us, the amount of any withholding taxes due in respect of the award or payment and to take such other action as may be necessary to satisfy all obligations for the payment of applicable withholding taxes. We are not required to issue any shares of our Class B common stock or otherwise settle an award under the Plan until all tax withholding obligations are satisfied. 2021 Proxy Statement- MOLSON COORS BEVERAGE CO.    77 Back to Contents Plan Benefits All awards under the Plan are made at the discretion of the Plan Committee. Therefore, the benefits and amounts that will be received or allocated under the Plan are not determinable at this time. Please refer to the description of grants made to the NEOs in the last fiscal year described in the Grants of Plan Based Awards for 2020 table beginning on page 61. Grants made to our non-employee directors in the last fiscal year are described in the Director Compensation section beginning on page 37. AGGREGATE PAST GRANTS UNDER THE PLAN The following table sets forth information with respect to options and other awards granted under the Plan since its initial approval in 2005 through March 17, 2021 to the individuals and groups described in the table (including 5,357,833 shares that have been cancelled): Name and Position/Group Number of Shares Covered by Awards GavinD.K.Hattersley President and CEO of Molson Coors 871,162 TracyI.Joubert CFO of Molson Coors 290,189 MichelleSt.Jacques CMO of Molson Coors 91,696 SimonJ.Cox President and Chief Executive Officer of Molson Coors Europe 371,552 E.LeeReichert Chief Legal & Government Affairs Officer and Secretary of Molson Coors 164,548 All executive officers as a group 1,893,414 All non-employee directors as a group 1,364,710 All employees, including all executive officers and non-employee directors, as a group 25,335,588 Equity Compensation Plan Information The following table summarizes information about the Incentive Compensation Plan as of December 31, 2020. All outstanding awards shown in the table below relate to our Class B common stock. Plan Category A Number of securities to be issued upon exercise of outstanding options, warrants and rights B Weighted-average exercise price of outstanding options, warrants and rights C Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in Column A) Equity compensation plans approved by security holders(1) 3,640,266 $66.32 2,303,746 Equity compensation plans not approved by security holders — N/A — TOTAL 3,640,266 $66.32 2,303,746 (1) Under the Incentive Compensation Plan, we may issue restricted stock units (RSUs), deferred stock units (DSUs), performance share units (PSUs) and stock options. Amount in column A includes 1,098,748 RSUs and DSUs, 702,594 PSUs (assuming the target award is met) and 1,838,924 options outstanding as of December 31, 2020. See Part II—Item 8 Financial Statements and Supplementary Data, Note 13, “Share-Based Payments” of our Annual Report for further discussion. Outstanding RSUs, DSUs and PSUs do not have exercise prices and therefore have been disregarded for purposes of calculating the weighted-average exercise price. 2021 Proxy Statement- MOLSON COORS BEVERAGE CO.    78 Back to Contents PROPOSAL NO. 4— RATIFY APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2021 Proposal Snapshot What am I voting on? Class A Holders are being asked to ratify the appointment of PwC as our independent registered public accounting firm for the fiscal year ending December 31, 2020. Voting Recommendation: Our Board recommends a vote FOR the ratification of PwC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020. Our Board is asking Class A Holders to ratify the Audit Committee’s appointment of PwC as our independent registered public accounting firm for the fiscal year ending December 31, 2020.2021.
Voting Recommendation:
Our Board recommends a vote FOR the ratification of PwC is considered byas the Audit Committee to be well qualified and was ourCompany’s independent registered public accounting firm for the fiscal year ended December 31, 2019. Our Audit Committee and Board believe the continued retention of PwC as our independent registered public accounting firm is in the best interest of our Company and stockholders. In order to assure continuing auditor independence, the Audit Committee discusses with management the timing and process for rotation of our lead audit partner, the concurring partner and any other active audit engagement partner, and considers whether there should be a regular rotation of the audit firm itself. Our current lead audit partner is in the second year of his rotation. Representatives of PwC are expected to attend the Annual Meeting online to respond to appropriate questions and may make a statement if they so desire. Fees The following table sets forth the aggregate fees billed by PwC for professional services rendered to us related to fiscal years 2019 and 2018. Certain fees related to the 2019 fiscal year reflect estimates, however, we do not anticipate final billings to differ significantly from amounts presented below.   Fiscal Year 2019 2018 (In thousands $) Audit Fees(1) 5,285 5,684 Audit-Related Fees(2) 158 276 Tax Fees(3) -- -- All Other Fees(4) 5 140 TOTAL FEES(5) 5,448 6,100 (1) Aggregate fees for professional services rendered by PwC in connection with its audit of our consolidated financial statements and our internal control over financial reporting for the fiscal years 2019 and 2018 included in Form 10-K and the quarterly reviews of our financial statements included in Forms 10-Q, together with statutory audits. (2) Includes amounts related to the impending leasing FASB standard in advance of implementation in 2019, procedures related to registration statements in 2019 and 2018, as well as royalty audits, pension plan audits, recycling audits and donation fund audits performed in Canada during 2019 and 2018. (3) Fees consist of tax compliance work and other tax services performed. There were no tax fees in 2019 or 2018. (4) Fees incurred for advisory services and subscriptions provided by PwC in 2019 and 2018. (5) Fees were translated using the USD exchange rates prevailing when the fees were incurred and billed. MOLSON COORS BEVERAGE CO. -2020 Proxy Statement70 Back to Contents Pre-Approval Policy Regarding Independent Registered Public Accounting Firm Services Duties of our Audit Committee are described under “Board Committees - Audit Committee” on page 29 and include appointing, retaining, compensating, evaluating and terminating the independent auditors, including sole authority to approve all audit engagement fees and terms. Accordingly, the Audit Committee pre-approves all audit, non-audit and internal control-related services provided by PwC prior to the engagement of PwC with respect to such services. The chair of the Audit Committee (Audit Chair) has been delegated authority by the Audit Committee to pre-approve interim services by PwC other than the annual audit. The Audit Chair must report all such pre-approvals to the entire Audit Committee at the next committee meeting. In 2019 and 2018, the Audit Committee (or the Audit Chair pursuant to the authority delegated) pre-approved all of the services performed by PwC. If the stockholders do not ratify the appointment of PwC, the Audit Committee will reconsider the appointment. MOLSON COORS BEVERAGE CO. -2020 Proxy Statement71 Back to Contents Audit Committee Report Primary Responsibilities The role of the Audit Committee is to prepare this report and to represent and assist our Board in its oversight of: (1) the integrity of our financial reporting process and our financial statements; (2) our compliance with legal and regulatory requirements, and our ethics and compliance program, including our Code of Business Conduct; (3) our systems of internal control over financial reporting and disclosure controls and procedures; (4) our internal audit function; and (5) the qualifications, engagement, compensation and performance of the independent registered public accounting firm, its conduct of the annual audit and its engagement for any lawful purpose. The Audit Committee reviews its written charter annually. The Audit Committee also reviews and discusses with our management, internal audit and independent auditors our policies and procedures with respect to risk assessment and risk management. Our management is responsible for the preparation, presentation and integrity of our financial statements and the effectiveness of internal control over financial reporting. Management is also responsible for maintaining our accounting and financial reporting principles and internal controls and procedures reasonably designed to assure compliance with accounting standards and applicable laws and regulations. We have a full-time Internal Audit Department that reports regularly to the Audit Committee. The Internal Audit Department is responsible for objectively reviewing and evaluating the adequacy and effectiveness of our network of risk management, internal controls and governance processes relating, for example, to the reliability and integrity of our financial information and safeguarding our assets. PwC, our independent registered public accounting firm, is responsible for auditing our financial statements and expressing an opinion as to their conformity with accounting principles generally accepted in the U.S. Audit Committee Report In the performance of its oversight function, the Audit Committee has reviewed and discussed the audited financial statements in the Annual Report with management and PwC. The Audit Committee has discussed with PwC the matters required to be discussed by the applicable requirements of The Public Company Accounting Oversight Board (PCAOB), and the SEC, and has received the written disclosures and the letter from PwC required by applicable requirements of the PCAOB regarding PwC’s communications with the Audit Committee concerning independence. The Audit Committee has also discussed with PwC its independence. The Audit Committee has ultimate authority and responsibility to select, evaluate, and, when appropriate, replace our independent registered public accounting firm. The non-audit services performed by PwC were pre-approved by the Audit Committee and were also considered in the discussions of independence. Audit Committee members are not employees of our Company and do not perform the functions of auditors or accountants. As such, it is not the duty or responsibility of the Audit Committee or its members to conduct “field work” or other types of auditing or accounting reviews or procedures or to set auditor independence standards. Members of the Audit Committee rely on the information provided to them by management and PwC. Accordingly, the Audit Committee’s considerations and discussions referred to above do not assure that the audit of our financial statements has been carried out in accordance with standards of the PCAOB that the financial statements are presented in accordance with accounting principles generally accepted in the U.S. or that PwC is in fact “independent.” Based upon the review and discussions described in this report, and subject to the limitations on the roles and responsibilities of the Audit Committee referred to above and in its charter, the Audit Committee recommended to our Board that the audited financial statements be included in the Annual Report for the fiscal year ended December 31, 2019, as filed with the SEC on February 12, 2020. The Audit Committee also appointed PwC as the independent registered public accounting firm for our Company for the fiscal year ending December 31, 2021.

Our Board is asking Class A Holders to ratify the Audit Committee’s appointment of PwC as our independent registered public accounting firm for the fiscal year ending December 31, 2021. PwC is considered by the Audit Committee to be well qualified and was our independent registered public accounting firm for the fiscal year ended December 31, 2020.

Our Audit Committee and Board believe the continued retention of PwC as our independent registered public accounting firm is in the best interest of our Company and stockholders. In order to assure continuing auditor independence, the Audit Committee discusses with management the timing and process for rotation of our lead audit partner, the concurring partner and any other active audit engagement partner, and considers whether there should be a regular rotation of the audit firm itself. Our current lead audit partner is in the third year of his rotation.

Representatives of PwC are expected to attend the Annual Meeting online to respond to appropriate questions and may make a statement if they so desire.

Fees

The following table sets forth the aggregate fees billed by PwC for professional services rendered to us related to fiscal years 2020 and 2019. Certain fees related to the 2020 fiscal year reflect estimates; however, we do not anticipate final billings to differ significantly from amounts presented below.

	Fiscal Year
	2020	2019
	(In thousands $)
Audit Fees(1)	5,763	5,285
Audit-Related Fees(2)	264	158
Tax Fees(3)	—	—
All Other Fees(4)	5	5
TOTAL FEES(5)	6,032	5,448
(1) Aggregate fees for professional services rendered by PwC in connection with its audit of our consolidated financial statements and our internal control over financial reporting for the fiscal years 2020 and 2019 included in Form 10-K and the quarterly reviews of our financial statements included in Forms 10-Q, together with statutory audits. (2) Includes amounts related to procedures related to registration statements in 2020 and 2019, as well as royalty audits, pension plan audits, recycling audits and donation fund audits performed in Canada during 2020 and 2019. (3) Fees consist of tax compliance work and other tax services performed. There were no tax fees in 2020 or 2019. (4) Fees incurred for subscriptions provided by PwC in 2020 and 2019. (5) Fees were translated using the USD exchange rates prevailing when the fees were incurred and billed.

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Pre-Approval Policy Regarding Independent Registered Public Accounting Firm Services

Duties of our Audit Committee are described under “Board Committees — Audit Committee” on page 32 and include appointing, retaining, compensating, evaluating and terminating the independent auditors, including sole authority to approve all audit engagement fees and terms. Accordingly, the Audit Committee pre-approves all audit, non-audit and internal control-related services provided by PwC prior to the engagement of PwC with respect to such services. The chair of the Audit Committee (Audit Chair) has been delegated authority by the Audit Committee to pre-approve interim services by PwC other than the annual audit. The Audit Chair must report all such pre-approvals to the entire Audit Committee at the next committee meeting. In 2020 and 2019, the Audit Committee (or the Audit Chair pursuant to the authority delegated) pre-approved all of the services performed by PwC. If the stockholders do not ratify the appointment of PwC, the Audit Committee will reconsider the appointment.

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Audit Committee Report

Primary Responsibilities

The role of the Audit Committee is to prepare this report and to represent and assist our Board in its oversight of: (1) the integrity of our financial reporting process and our financial statements; (2) our compliance with legal and regulatory requirements, and our ethics and compliance program, including our Code of Business Conduct; (3) our systems of internal control over financial reporting and disclosure controls and procedures; (4) our internal audit function; (5) our corporate responsibility, alcohol policy and sustainability efforts and related performance; (6) our cybersecurity program and related risk management; and (7) the qualifications, engagement, compensation and performance of the independent registered public accounting firm, its conduct of the annual audit and its engagement for any lawful purpose.

The Audit Committee reviews its written charter annually. The Audit Committee also reviews and discusses with our management, internal audit and independent auditors our policies and procedures with respect to risk assessment and risk management. Our management is responsible for the preparation, presentation and integrity of our financial statements and the effectiveness of internal control over financial reporting. Management is also responsible for maintaining our accounting and financial reporting principles and internal controls and procedures reasonably designed to assure compliance with accounting standards and applicable laws and regulations. We have a full-time Internal Audit Department that reports regularly to the Audit Committee. The Internal Audit Department is responsible for objectively reviewing and evaluating the adequacy and effectiveness of our network of risk management, internal controls and governance processes relating, for example, to the reliability and integrity of our financial information and safeguarding our assets. PwC, our independent registered public accounting firm, is responsible for auditing our financial statements and expressing an opinion as to their conformity with accounting principles generally accepted in the U.S.

Audit Committee Report

In the performance of its oversight function, the Audit Committee has reviewed and discussed the audited financial statements in the Annual Report with management and PwC. The Audit Committee has discussed with PwC the matters required to be discussed by the applicable requirements of The Public Company Accounting Oversight Board (PCAOB), and the SEC, and has received the written disclosures and the letter from PwC required by applicable requirements of the PCAOB regarding PwC’s communications with the Audit Committee concerning independence. The Audit Committee has also discussed with PwC its independence. The Audit Committee has ultimate authority and responsibility to select, evaluate, and, when appropriate, replace our independent registered public accounting firm. The non-audit services performed by PwC were pre-approved by the Audit Committee and were also considered in the discussions of independence. Audit Committee members are not employees of our Company and do not perform the functions of auditors or accountants. As such, it is not the duty or responsibility of the Audit Committee or its members to conduct “field work” or other types of auditing or accounting reviews or procedures or to set auditor independence standards. Members of the Audit Committee rely on the information provided to them by management and PwC. Accordingly, the Audit Committee’s considerations and discussions referred to above do not assure that the audit of our financial statements has been carried out in accordance with standards of the PCAOB that the financial statements are presented in accordance with accounting principles generally accepted in the U.S. or that PwC is in fact “independent.”

Based upon the review and discussions described in this report, and subject to the limitations on the roles and responsibilities of the Audit Committee referred to above and in its charter, the Audit Committee recommended to our Board that the audited financial statements be included in the Annual Report for the fiscal year ended December 31, 2020, as filed with the SEC on February 11, 2021. The Audit Committee also appointed PwC as the independent registered public accounting firm for our Company for the fiscal year ending December 31, 2021, subject to ratification by our stockholders.

 

SUBMITTED BY THE AUDIT COMMITTEE

Roger G. Eaton (Chair)

Charles M. Herington

Nessa O’Sullivan

Franklin W. Hobbs

Betty K. DeVitaJames “Sandy” A. Winnefeld, Jr.

 

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Beneficial Ownership

The following table contains information about the beneficial ownership of our capital stock as of March 13, 202017, 2021 (unless otherwise noted), for each of our current directors and nominees, each of our NEOs, all current directors and executive officers as a group and each stockholder known by us to own beneficially more than 5% of any class of our voting common stock and/or the exchangeable shares issued by Exchangeco. Unless otherwise indicated, and subject to any interests of the holder’s spouse, the person or persons named in the table have sole voting and investment power, based on information furnished by such holders. Shares of common stock subject to RSUs, DSUs, stock options or other rights currently exercisable or exercisable and vesting within 60 days following March 13, 2020,17, 2021, are deemed outstanding for computing the share ownership and percentage of the person holding such RSUs, DSUs, stock options or rights, but are not deemed outstanding for computing the percentage of any other person. All share numbers and ownership percentage calculations below assume that all Class A exchangeable shares and Class B exchangeable shares have been converted on a one-for-one basis into corresponding shares of Class A common stock and Class B common stock, respectively.

Name of Beneficial Owner		Number of Class A Shares			Percent of class (%)(1)		Number of  Class B Shares(2)			Percent of class (%)(1)		Number of Class A Shares		Percent of class (%)(1)		Number of Class B Shares(2)		Percent of class (%)(1)
5% Stockholders:
Adolph Coors Company LLC		5,044,534	(3)(4)		95.4	%	21,522,798	(4)		10.2	%	5,044,534	(3)(4)	95.5	%	21,522,798	(4)	10.2	%
Adolph Coors Jr. Trust		5,044,534	(3)(4)		95.4	%	5,830,000	(4)		2.8	%	5,044,534	(3)(4)	95.5	%	5,830,000	(4)	2.8	%
Pentland Securities (1981) Inc.		5,044,534	(3)		95.4	%	3,449,600	(5)		1.6	%	5,044,534	(3)	95.5	%	3,449,600	(5)	1.6	%
4280661 Canada Inc.		5,044,534	(3)		95.4	%	0			0	%	5,044,534	(3)	95.4	%	—		—
Dodge & Cox												—		—		29,588,242	(6)	14.0	%
The Vanguard Group		0			0	%	22,175,218	(6)		10.5	%	—		—		19,211,272	(7)	9.1	%
Dodge & Cox		0			0	%	20,878,307	(7)		9.9	%
BlackRock, Inc.		0			0	%	16,829,034	(8)		8.0	%	—		—		14,698,818	(8)	6.9	%
Directors and Director Nominees:
Julia M. Brown												—		—			—	*
David S. Coors												—	(9)	—		49,253	(11)	*
Peter H. Coors		2,000	(9)		*		654,641	(10)		*		2,000	(9)	*		618,626	(10)	*
Peter J. Coors		0	(9)		0		50,903	(11)		*
David S. Coors		0	(9)		0		48,941	(12)		*
Betty K. DeVita		0			0		3,656	(13)		*
Roger G. Eaton		0			0		22,009	(14)		*		—		—		26,534	(12)	*
Mary Lynn Ferguson-McHugh		0			0		4,482					—		—		6,050
Gavin D.K. Hattersley		0			0		184,290	(15)		*		—		—		264,597	(13)	*
Charles M. Herington		0			0		30,774	(16)		*		—		—		33,677	(14)	*
Franklin W. Hobbs		0			0		59,116	(17)		*
Andrew T. Molson		100			*		3,457,292	(18)		1.6	%	100		*		3,452,786	(15)	1.6	%
Geoffrey E. Molson		1,632	(19)		*		16,952	(19)		*		1,632	(19)	*		18,510	(16)	*
Nessa O’Sullivan		0			0		0			0		—		—		1,635	(17)	*
Iain J.G. Napier		0			0		21,460	(20)		*		—		—		24,222	(18)	*
H. Sanford Riley		0			0		46,284	(21)		*		—		—		47,061	(19)	*
Douglas D. Tough		0			0		12,793	(22)		*		—		—		15,596	(20)	*
Louis Vachon		0			0		13,995	(23)		*		—		—		17,727	(21)	*
James “Sandy” A. Winnefeld, Jr.		0			0		1,000			*		—		—		3,500		*
Management:
Tracey I. Joubert		0			0		67,558	(24)		*		—		—		101,768	(22)	*
Simon J. Cox		0			0		98,315	(25)		*		—		—		129,609	(23)	*
E. Lee Reichert		0			0		25,620	(26)		*		—		—		45,597	(24)	*
Michelle St. Jacques		0			0		0			0		—		—		14,674	(25)	*
Peter Marino		0			0		19,444			*
All directors and executive officers as a group (23 persons)		3,732	(27)		*		4,839,525	(27)		2.3	%
Former Management:
Mark Hunter		0			0		515,387	(28)		*
All directors and executive officers as a group (19 persons)												3,732	(27)	*		4,900,469	(26)	2.3	%

* Denotes less than 1%

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(1) Except as set forth above and based solely upon reports of beneficial ownership required to be filed with the SEC pursuant to Rule 13d-1 under the Exchange Act, we do not believe that any other person beneficially owned, as of March 13, 2020,17, 2021, greater than 5% of our outstanding Class A common stock or Class B common stock. Ownership percentage calculations are based on 5,285,7985,279,937 shares of Class A common stock (which assumes the conversion on a one-to-one basis of 2,725,1302,718,267 Class A exchangeable shares) and 211,294,496211,634,700 shares of Class B common stock (which assumes the conversion on a one-to-one basis of 14,826,03511,104,565 shares of Class B exchangeable shares), in each case, outstanding as of March 13, 2020.17, 2021. (2) Includes DSUs held by directors and shares underlying outstanding options currently exercisable or exercisable within 60 days following March 13, 202017, 2021 (Current Options), where applicable. Does not include unvested RSUs for retirement eligible executives (except for Mr. Peter H. Coors).

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(3) Shares of Class A common stock (or shares directly exchangeable for Class A common stock) consists beneficial ownership of 1,857,476 shares owned by Pentland, 667,058 shares owned by 4280661 Canada Inc. (Subco), and 2,520,000 shares owned by Adolph Coors Company LLC (ACC), as Trustee of the Coors Trust, due to shared voting power resulting from a Voting Agreement, dated February 2, 2005, among Pentland, Subco and the Coors Trust. Pursuant to the Voting Agreement, the parties agreed that the shares of Class A common stock (and shares directly exchangeable for Class A common stock) are to be voted in accordance with the voting provisions of certain Voting Trust Agreements among the parties and certain trustees. Pentland is the sole owner of Subco. The address for each of the Coors Trust and ACC is 2120 Carey Avenue, Suite 412, Cheyenne, Wyoming 82001. The address for each of Pentland and Subco is 335 8th Avenue S.W., Suite 2300, Calgary, Alberta, Canada T2P 1C9. (4) This information is derived solely from the Schedule 13D/A filed by ACC and the Coors Trust with the SEC on March 17, 2020. Shares of Class B common stock beneficially owned by ACC includes 350,000300,000 shares directly owned by ACC, 5,830,000 shares directly held by the Coors Trust and 15,342,79815,392,798 shares beneficially owned by ACC and as Trustee of other Coors Family Trusts (as defined below) and Manager of Coors Family LLCs (defined below), all of which are included in the Class B shares beneficially owned by ACC. ACC is a Wyoming limited liability company which serves as trustee for the Coors Trust, the Augusta Coors Collbran Trust, the Bertha Coors Munroe Trust B, the Grover C. Coors Trust, the Herman F. Coors Trust, the Louise Coors Porter Trust and the May Kistler Coors Trust (collectively, the Coors Family Trusts), and as sole Manager of Cotopaxi Capital, LLC and COTEX Descendants LLC, successors in interest to the Class B shares previously held by the Augusta Coors Collbran Trust (the Coors LLCs). The members of ACC are the various Coors Family Trusts. The Board of Directors of ACC consists of 147 members who are various members of the Coors family, including Peter H. Coors Peter J. Coors and David S. Coors. Pursuant to the Operating AgreementThe Board of Directors of ACC subject to limited exceptions,has sole investment power with respect to each trust is delegated to a trust committee consisting of three to five members of the ACC Board of Directors (each, aCoors Family Trust Committee).and each Coors LLC. Each member of ACC’s Board of Directors disclaims beneficial ownership of the shares owned by ACC on behalf of the respective Coors Family Trusts except to the extent of his or her pecuniary interest in each trust. An aggregate of 14,600,000 shares of Class B common stock beneficially owned by ACC are currently pledged as collateral by ACC for the guaranty of the repayment of a loan made by a bank to ACC Financing, LLC and CoorsTek, LLC, each of which is an affiliate of ACC which is a decrease(down from 17,160,860 shares of approximately 2,560,860Class B common stock pledged at March 2019). These pledged shares or a 23% decrease, compared to the pledged shares at March 2019. The pledged shares by ACC represent approximately $621.4$710.4 million in total value (down from $835.1 million at March 2019), or approximately 7.4%6.7% of our total market capitalization (down from 8.6% at March 2019), as of March 13, 2020.17, 2021. ACC has agreed to provide notice to us as soon as practicable after ACC is notified thatupon becoming aware of any active steps to enforce any of the pledged collateral under any of the security agreements of such loan.applicable pledge documents for the loans. Based on average daily trading volume in March 2020,2021, it would take approximately 6six trading days to unwind the total shares pledged by ACC.

(5) Consists of 3,449,600 Class B common stock (or shares exchangeable for Class B common stock) directly owned by Pentland, of which: (i) 321,000437,000 shares of Class B exchangeable shares are pledged as collateral with an unaffiliated third party for a loan in aggregate principal amount of approximately $20 million; and (ii) 440,000478,000 Class B exchangeable shares are pledged as collateral with an unaffiliated third party for a loan in the aggregate principal amount of approximately $25 million. Pentland has agreed to provide notice to us as soon as practicable after Pentland is notified that active steps to enforce any of the pledged collateral under any of these loans. Based on average daily trading volume in March 2020,2021, it would take approximately onetwo trading daydays to unwind the total shares pledged by Pentland, assuming conversion of the Class B exchangeable shares into Class B common stock. (6) This information is derived solely from the Schedule 13G/A filed by The Vanguard GroupDodge & Cox with the SEC on February 12, 2020,11, 2021, reporting on beneficial ownership as of December 31, 2019. The address for The Vanguard Group is 100 Vanguard Boulevard, Malvern, PA 19355. (7) This information is derived solely from the Schedule 13G/A filed by Dodge & Cox with the SEC on March 10, 2020, reporting on beneficial ownership as of February 29, 2020. The address for Dodge & Cox is 555 California Street, 40th Floor, San Francisco, CA 94104. (7) This information is derived solely from the Schedule 13G/A filed by The Vanguard Group with the SEC on February 10, 2021, reporting on beneficial ownership as of December 31, 2020. The address for The Vanguard Group is 100 Vanguard Boulevard, Malvern, PA 19355. (8) This information is derived solely from the Schedule 13G/A filed by BlackRock, Inc. with the SEC on February 5, 2020,January 29, 2021, reporting on beneficial ownership as of December 31, 2019.2020. The address for BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055. (9) Beneficial ownership for each of Peter H. Coors, Peter J. Coors and David S. Coors does not include 2,520,000 shares of Class A common stock held indirectly by ACC as trustee for the Coors Trust, nor any shares of Class B common stock held by ACC for itself or on behalf of the Coors Family Trusts.Trusts or Coors LLCs. Each of Peter H. Coors, Peter J. Coors and David S. Coors disclaims beneficial ownership of all shares of Class A common stock and Class B common stock held by ACC except to the extent of his pecuniary interest therein. If Peter H. Coors, Peter J. Coors or David S. Coors were to be attributed beneficial ownership of the shares of Class A common stock held by ACC, each would beneficially own approximately 47.7% of the Class A common stock, subject to the Voting Agreement. (10) Represents (i) 238,513150,668 shares of Class B common stock held directly by Mr. Coors; (ii) 1,064 shares of Class B common stock held by his wife, Marilyn E. Coors; (iii) 6,3668,740 unvested RSUs; and (iv) 408,698458,154 shares of Class B common stock held indirectly by Mr. Coors, and Marilyn E. Coors, as trusteesa manager of various Peter H. Coors Grantor Retained Annuity Trusts,LLCs, and through related entities. (11) Represents (i) 4,850 shares of Class B common stock held directly by Mr. Coors, (ii) 550 shares of Class B common stock held by Mr. Coors as custodian for his children, and (iii) 45,503 shares of Class B common stock held indirectly as trustee for various family trusts. (12) Represents (i) 3,4383,500 shares of Class B common stock held directly by Mr. Coors, and (ii) 45,503 shares of Class B common stock held indirectly as trustee for various family trusts. (12) Includes 15,817 DSUs. (13) Includes 583 DSUs.187,540 Current Options. (14) Includes 12,61522,758 DSUs. (15) Includes 113,709 Current Options. (16) Includes 21,423 DSUs. (17) Includes 19,820 DSUs. (18) IncludesRepresents 186 shares of Class B exchangeable shares held directly by Mr. Molson, 3,000 shares of Class B common stock held indirectly by Molbros AT Inc., and 3,449,600 shares of Class B common stock (or shares exchangeable for Class B common stock) owned by Pentland. Mr. Molson is the President of Pentland and shares dispositive power of the Class B common stock beneficially owned by Pentland. The Class B common stock beneficially owned by Pentland are included in Mr. Molson’s beneficial ownership as a result of arrangements under the Amended and Restated Stockholders Agreement dated February 9, 2005, between Lincolnshire Holdings Limited, Nooya Investments Limited, Pentland, Eric Molson and Stephen Molson with respect to the securities held by and governance of Pentland. Molbros AT Inc. is a holding company controlled by Mr. Molson. (19)(16) Mr. Molson’s Class A holdings represents 1,260 shares of Class A common stock held directly and 372 shares of Class A common stock (or shares directly exchangeable tor Class A common stock) indirectly held in a retirement savings plan. His shares of Class B common stock include: 1,198 shares held indirectly in a retirement savings plan, 1,0001,006 shares (or shares directly exchangeable for Class B common stock) held directly and 698692 shares (or shares directly exchangeable for Class B common stock) indirectly held in a retirement savings plan.

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(20)(17) Includes 7,014Represents 1,635 DSUs. (21)(18) Includes 8,453 DSUs. (19) Includes 16,560 shares directly exchangeable for Class B common stock and 15,668 DSUs. (22)(20) Includes 2,7414,076 DSUs. (23)(21) Includes 8,759 DSUs. (22) Includes 82,583 Current Options. (23) Includes 104,954 Current Options. (24) Includes 51,39829,416 Current Options. (25) Includes 76,0828,955 Current Options. (26) Includes 11,038 Current Options. (27) The group’s beneficial ownership of Class B common stock includes 6,3668,740 unvested RSUs for Peter H. Coors, 88,62377,166 DSUs, 263,220432,300 Current Options and 3,468,044 Class B exchangeable shares as described in the footnotes above. See footnotes above concerning the beneficial ownership of the Class A common stock. (28) Includes 407,883 Current Options.

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Questions and Answers

Proxy Materials and Voting Information

1.

WHAT ARE THE COMPANY’S OUTSTANDING VOTING SECURITIES?

The outstanding classes of our voting securities include our Class A common stock, par value $0.01 per share (Class A common stock) and our Class B common stock, par value $0.01 per share (Class B common stock). In addition, we have outstanding one share of our Special Class A voting stock, par value $0.01 per share (Special Class A voting stock) and one share of Special Class B voting stock, par value $0.01 per share (Special Class B voting stock) through which the holders of the Class A exchangeable shares (Class A exchangeable shares) issued by Molson Coors Canada Inc., a Canadian corporation and our wholly-owned indirect subsidiary (Exchangeco), and the holders of the Class B exchangeable shares (Class B exchangeable shares) issued by Exchangeco, respectively, may exercise their voting rights with respect to Molson Coors.

Through the voting rights of the special voting stock and a voting trust arrangement, the holders of the Class A exchangeable shares and the Class B exchangeable shares are effectively, subject to additional steps described below, entitled to vote at the Annual Meeting on an equivalent basis with holders of our Class A common stock and Class B common stock, respectively.

Each holder of record of our Class A common stock, our Class B common stock, the Class A exchangeable shares (through our Special Class A voting stock) and the Class B exchangeable shares (through our Special Class B voting stock) is entitled to one vote for each share held, without the ability to cumulate votes on the election of directors.

For more details regarding our various classes of stock, including the differences between our Class A common stock and Class B common stock and our Special Class A voting stock and Special Class B voting stock, and regarding the exchangeable shares issued by Exchangeco, please refer to “Common Stock and Exchangeable Shares”, on page 8290 of this Proxy Statement.

To attend and participate in the Annual Meeting, you will need the 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials. If your shares are held in “street name,” you should contact your bank, broker or other nominee (Broker) to obtain your 16-digit control number or otherwise vote through the Broker. Only stockholders with a valid 16-digit control number will be able to attend the Annual Meeting and vote, ask questions and access the list of stockholders as of the Record Date for the Annual Meeting. The Annual Meeting webcast will begin promptly at 11:00 a.m. MountainEastern Time. We encourage you to access the Annual Meeting virtual site prior to the start time. Online check-in will begin at 10:45 a.m. MountainEastern Time, and you should allow ample time for the check-in procedures.

2.

WHAT IS THE RECORD DATE FOR THE ANNUAL MEETING AND WHAT DOES IT MEAN?

The Record Date for the Annual Meeting is March 26, 2020.April 1, 2021. Owners of record of our Class A common stock, our Class B common stock, the Class A exchangeable shares (through our Special Class A voting stock) and the Class B exchangeable shares (through our Special Class B voting stock) at the close of business on the Record Date are entitled to:

receive notice of the Annual Meeting; and

vote at the Annual Meeting and any adjournments or postponements of the Annual Meeting.

For additional information about how an owner or a beneficial owner of exchangeable shares issued by Exchangeco may vote at the Annual Meeting, please refer to Question 7.

3.

HOW MANY SHARES ARE OUTSTANDING?

As of the close of business on the Record Date, there were outstanding 2,560,6682,561,670 shares of Class A common stock, and 196,468,461200,531,416 shares of Class B common stock, one share of Special Class A voting stock (representing 2,725,1302,718,267 votes related to the then-outstanding Class A exchangeable shares) and one share of Special Class B voting stock (representing 14,826,03511,104,565 votes related to the then-outstanding Class B exchangeable shares).

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4.

WHAT ARE MY VOTING CHOICES FOR EACH OF THE PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING; WHO IS ELIGIBLE TO VOTE; AND WHAT ARE THE VOTING STANDARDS?

Proposal	Eligible to Vote	Voting Choices and Board Recommendation	Voting Standard
Proposal 1: Election of Directors Election of eleven Class A Directors	Class A common stock Class A exchangeable shares(1)	vote for all nominees vote withhold on all nominees vote withhold on specific nominees Our Board recommends a vote FOR each of the nominees.BoardrecommendsavoteFOReachofthenominees.	Plurality of votes cast, voting together as a class; cumulative voting is not permitted
Proposal 1: Election of Directors Election of three Class B Directors	Class B common stock Class B exchangeable shares(1)	vote for all nominees vote for specific nominees vote withhold on all nominees vote withhold on specific nominees Our Board recommends a vote FOR each of the nominees.BoardrecommendsavoteFOReachofthenominees.	Plurality of votes cast, voting together as a class; cumulative voting is not permitted
Proposal 2: Advisory Vote to Approve Named Executive Officer Compensation (the Advisory Say-on-Pay Vote)	Class A common stock Class B common stock Class A exchangeable shares(1) Class B exchangeable shares(1)	vote for the proposal vote against the proposal abstain from voting on the proposal Our Board recommends a vote FOR the advisory say-on-pay vote.BoardrecommendsavoteFORtheadvisorysay-on-payvote.	Majority of votes cast, voting together as a single class
Proposal3:RatifyAppointment Approval ofPwCasourIndependentRegistered PublicAccounting FirmfortheFiscalYearEndingDecember 31,2020 Amendment and Restatement of the Molson Coors Beverage Company Incentive Compensation Plan	Class A common stock Class A exchangeable shares(1)	vote for the proposal vote against the proposal abstain from voting on the proposal OurBoardrecommendsavoteFORtheapprovaloftheamendmentandrestatementoftheplan.	Majority of votes cast, voting together as a class
Proposal 4: Ratify Appointment of PwC as our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2021	Class A common stock Class A exchangeable shares(1)	vote for the ratification vote against the ratification abstain from voting on the ratification Our Board recommends a vote FOR the ratification.BoardrecommendsavoteFORtheratification.	Majority of votes cast, voting together as a class
(1) The voting rights for the exchangeable shares issued by Exchangeco are exercised through the share of our Special Class A voting stock and the share of our Special Class B voting stock, as applicable.

 

At the Annual Meeting, votes may not be cast for a greater number of director nominees than the 14 nominees named in the Proxy Statement.

5.

WHAT IS THE DIFFERENCE BETWEEN HOLDING SHARES AS A STOCKHOLDER OF RECORD AND AS A BENEFICIAL STOCKHOLDER?

Stockholders of record

Common Stock. If you own Class A common stock or Class B common stock registered directly in your name through Computershare Trust Company, N.A., our transfer agent, you are considered a stockholder of record with respect to those shares; and

ExchangeableExchangeable Shares. If you own Class A exchangeable shares or Class B exchangeable shares issued by Exchangeco, you are considered a stockholder of record with respect to those shares.

Beneficial owners

If your shares are held in a brokerage account or by a bank, you are considered a beneficial owner of those shares.

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6.

WHAT DIFFERENT METHODS CAN I USE TO VOTE? IF I HOLD EXCHANGEABLE SHARES WHAT IS THE DEADLINE FOR SUBMITTING MY VOTING INSTRUCTION CARD?

Written Proxy/Voting Instruction Card

All stockholders of record (including owners of record of exchangeable shares) can vote by written proxy/voting instruction card. If you own exchangeable shares, AST Trust Company (AST), as trustee of our special voting stock, will vote your shares in accordance with your voting instruction card. If you are a beneficial owner of our common stock or the exchangeable shares, you will receive a written proxy/voting instruction card from your Broker relating to those shares.

By Telephone or via the Internet

All stockholders of record (including owners of record of exchangeable shares) may also submit a proxy/voting instruction card by touch-tone telephone from the U.S., Puerto Rico and Canada using the toll-free telephone number on the proxy/voting instruction card, or via the Internet, using the procedures and instructions described on the proxy/voting instruction card. Beneficial owners (including beneficial owners of exchangeable shares) may submit a proxy/voting instruction card by telephone or via the Internet if their Broker makes those methods available, in which case, the Broker will enclose the instructions with the proxy materials. The telephone and Internet proxy/voting instruction procedures are designed to authenticate stockholders’ identities, to allow stockholders to submit a proxy/voting instruction card for their shares and to confirm that their instructions have been properly recorded.

Online at the Annual Meeting

All stockholders of record (including owners of record of exchangeable shares) may vote online at the Annual Meeting. If you are a stockholder of Molson Coors, you will be able to attend and participate in the Annual Meeting online by following the instructions posted at www.virtualshareholdermeeting.com/TAP2020TAP2021. If you are a holder of the Class A or Class B exchangeable shares issued by Exchangeco, you will be able to attend and participate in the Annual Meeting online by following the instructions posted at www.virtualshareholdermeeting.com/TPX2020TPX2021. Owners of record of exchangeable shares and beneficial owners of Class A common stock and Class B common stock may also vote online at the Annual Meeting, as described in the response to Question 7.

Deadline for Delivering Voting Instructions for Exchangeable Shares

If you own exchangeable shares, you must submit your proxy/voting instruction card via mail no later than 5:00 p.m. ET on May15, 2020 21, 2021 and by 8:00 a.m. ET on May 18,24, 20202021 by telephone or Internet.

7.

7. HOW CAN I VOTE ONLINE AT THE ANNUAL MEETING IF I AM A BENEFICIAL OWNER OF CLASS A COMMON STOCK OR CLASS B COMMON STOCK OR IF I AM AN OWNER OR BENEFICIAL OWNER OF CLASS A EXCHANGEABLE SHARES OR CLASS B EXCHANGEABLE SHARES?

Additional Steps Required for Beneficial Owners of our Common Stock

If your shares are held in “street name,” you should contact your Broker to obtain your 16-digit control number or otherwise vote through the Broker. Shares for which you are the beneficial owner but not the stockholder of record may be voted electronically during the Annual Meeting. However, even if you plan to attend the Annual Meeting, we recommend that you vote your shares in advance, so that your vote will be counted if you later decide not to attend the Annual Meeting.

Additional Steps Required for Owners or Beneficial Owners of our Exchangeable Shares

All holders of record of Class A exchangeable shares and/or Class B exchangeable shares as of the Record Date may exercise voting rights online at the Annual Meeting by obtaining a 16-digit control number from AST, the trustee who holds the Special Class A voting stock and the Special Class B voting stock, to exercise such voting rights personally at the Annual Meeting. If you are a beneficial owner of Class A exchangeable shares and/or Class B exchangeable shares, you should contact AST to obtain your 16-digit control number or otherwise vote through AST. Shares for which you are the beneficial owner but not the stockholder of record may be voted electronically during the Annual Meeting. However, even if you plan to attend the Annual Meeting, we recommend that you vote your shares in advance, so that your vote will be counted if you later decide not to attend the Annual Meeting.

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8.

I HOLD SHARES IN MY MILLERCOORS PLAN, HOW DO I VOTE?

According to the trust agreement concerning the MillerCoors Salaried Non-Union Employees’ Retirement and Savings Plan (MillerCoors Plan), employees holding Molson Coors shares in their retirement plans are entitled to receive proxy materials and vote at the Annual Meeting. If you participate in the MillerCoors Plan, you may give voting instructions for the number of shares of common stock equivalent to the interest in Molson Coors common stock credited to your account as of the Record Date. You may provide voting instructions to Fidelity Management Trust Company, as trustee, through its agent, Broadridge Financial Services Inc. (Broadridge), by completing and returning the proxy/voting instruction card accompanying your proxy materials. The trustee will vote your shares in accordance with your duly executed instructions that must be received via mail and by telephone and Internet no later than 5:00 p.m. ET on May 15,21, 20202021.

If you do not send instructions to Broadridge, then the trustee will vote shares credited to your account in the same proportion on each issue as it votes those shares credited to the accounts of other employees holding Molson Coors shares in the MillerCoors Plan for which it has received voting instructions.

9.

WHAT IF I AM A STOCKHOLDER OF RECORD AND DO NOT SPECIFY A CHOICE FOR A MATTER WHEN RETURNING A PROXY?

Stockholders of record should specify their choice for each matter on the enclosed proxy/voting instruction card. If no specific instructions are given, proxies which are signed and returned will be voted:

FOR the election of all director nominees of the applicable class as set forth in this Proxy Statement;

FOR the advisory proposal to approve the advisory say-on-pay vote;

FOR the proposal to amend and restate the Molson Coors Beverage Company Incentive Compensation Plan; and

FOR the proposal to ratify the appointment of PwC as our independent registered public accounting firm for the fiscal year ending December 31, 2020.

If other matters properly come before the Annual Meeting, the proxy holders will have the authority to vote on those matters for you at their discretion.

10.

WHAT CAN I DO IF I CHANGE MY MIND AFTER I SUBMIT A PROXY/VOTING INSTRUCTION CARD FOR MY SHARES?

Holders of our Class A common stock and our Class B common stock may revoke their proxy at any time prior to the completion of voting at the Annual Meeting by:

giving written notice to our Secretary at one of our Principal Executive Offices;

delivering a later-dated proxy; or

attending the Annual Meeting online and voting by following the instructions at www.virtualshareholdermeeting.com/TAP2020TAP2021.

Holders of Class A or Class B exchangeable sharesmay revoke their voting instructions by delivering subsequent voting instructions via mail no later than 5:00 p.m. ET on May 15,21, 20202021 and by 8:00 a.m. ET on May 18,24, 20202021 by telephone or Internet or attending the Annual Meeting online and voting by following the instructions at www.virtualshareholdermeeting.com/TPX2020TPX2021.

Holders of shares in the MillerCoors Plan may revoke their voting instructions by delivering subsequent voting instructions via mail and by telephone and Internet no later than 5:00 p.m. ET on May 15,21, 20202021.

Beneficial owners of Class A or Class B common stock or exchangeable shares may revoke their proxy by following the instructions provided by their respective Broker or attending the Annual Meeting online and voting by following the instructions at (i) www.virtualshareholdermeeting.com/TAP2020TAP2021, if you are a beneficial owner of Class A or Class B common stock, or (ii) www.virtualshareholdermeeting.com/TAP2020TAP2021, if you are a beneficial owner of exchangeable shares.

Your attendance at the Annual Meeting online will not, by itself, constitute revocation of your proxy.

11.

WHAT IF I AM A BENEFICIAL OWNER AND DO NOT TIMELY GIVE VOTING INSTRUCTIONS TO MY BROKER, OR IF I AM AN OWNER OF EXCHANGEABLE SHARES AND DO NOT TIMELY PROVIDE VOTING INSTRUCTIONS?

Common Stock

If you are a beneficial owner you must provide voting instructions to your Broker by the deadline provided in the materials you receive from your Broker in order for your Broker to vote your shares at the Annual Meeting. If you do not timely provide voting instructions to your Broker, whether your shares can be voted by such Broker depends on the type of item being considered for election. Your Broker is bound by the rules of the NYSE regarding whether or not it can exercise discretionary voting power for any particular proposal.

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Exchangeable Shares

If you are a holder of record of Class A exchangeable shares and/or Class B exchangeable shares, you must provide your voting instructions by mail, via the internet or by phone no later than 8:00 a.m. ET on May 18,24, 20202021, in order for AST to vote your shares at the Annual Meeting. If you are a beneficial owner of exchangeable shares, you must provide voting instructions to your Broker by the deadline provided in the materials you receive from your Broker in order for your Broker to provide voting instructions no later than 8:00 a.m. ET on May 18,24, 20202021. If you do not or your Broker does not, as applicable, send instructions by this deadline, your exchangeable shares will not be voted on any mattmatter.er.

 

The table below sets forth each proposal on the ballot, whether a Broker can exercise discretion and vote your shares absent your instructions.

Proposal	Can Brokers Vote Absent Instructions?
	Class A and Class B common stock	Class A and Class B exchangeable shares
Proposal 1: Election of Directors	No	No
Proposal 2: Advisory Say-on-Pay Vote	No	No
Proposal 3: Approval of the Amendment and Restatement of the Molson Coors Beverage Company Incentive Compensation Plan (Class A common stock and Class A exchangeable shares only)	No	No
Proposal 4: Ratification of Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 20202021 (Class A common stock and Class A exchangeable shares only)	Yes	No

 

12.

HOW ARE ABSTENTIONS, BROKER NON-VOTES, AND WITHHELD VOTES COUNTED?

Abstentions and Broker non-votes are included in determining whether a quorum is present, but will not be included in votes cast, so they will not affect the outcome of the vote on any proposal. Withhold votes for any director nominee will have no effect.

13.

CAN I ACCESS THE NOTICE OF ANNUAL MEETING, PROXY STATEMENT AND ANNUAL REPORT ON THE INTERNET?

The Notice of Annual Meeting, Proxy Statement and our Annual Report are available at www.proxyvote.com. Instead of receiving future copies of these documents by mail, stockholders of record and most beneficial owners can elect to receive an e-mail that will provide electronic links to these documents. Opting to receive your proxy materials online will reduce the impact on the environment and save us the cost of producing and mailing documents to your home or business, and also will give you an electronic link to the proxy voting site.

Stockholders of Record (including Owners of Record of Exchangeable Shares)

If you submit proxy/voting instructions via the Internet at www.proxyvote.com, simply follow the prompts for enrolling in the electronic proxy delivery service.

Beneficial Owners

If you hold your shares in a bank or brokerage account, you also may have the opportunity to receive copies of these documents electronically. Please check the information provided in the proxy materials mailed to you by your Broker regarding the availability of this service.

14.

HOW DO I ATTEND AND VOTE AT THE ANNUAL MEETING?

IMPORTANT: If you are planning to attend the Annual Meeting online, you must follow these instructions to gain admission.

This year’s Annual Meeting will be held entirely online live via audio webcast due to the public health impact of the coronavirus outbreak (COVID-19) and to support the health and well-being of our directors, employees, stockholders and other stakeholders. We have designed the virtual Annual Meeting to provide stockholders with substantially the same opportunities to participate as if the Annual Meeting were held in person. If you are a stockholder of Molson Coors, you will be able to attend and participate in the Annual Meeting online at www.virtualshareholdermeeting.com/TAP2020TAP2021. If you are a

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holder of the Class A and/or Class B exchangeable shares issued by Exchangeco, you will be able to attend and participate in the Annual Meeting online by following the instructions posted at www.virtualshareholdermeeting.com/TPX2020TPX2021. If you were a stockholder as of the Record Date for the Annual Meeting, or you have your 16-digit control number for the Annual Meeting, you can vote at the Annual Meeting.

A summary of the information you need to attend the Annual Meeting online is provided below:

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To attend and participate in the Annual Meeting, you will need the 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials.

The Annual Meeting webcast will begin promptly at 11:00 a.m. MountainEastern Time. We encourage you to access the Annual Meeting virtual site prior to the start time. Online check-in will begin at 10:45 a.m. MountainEastern Time, and you should allow ample time for the check-in procedures.

The virtual Annual Meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Participants should ensure that they have a strong Internet connection wherever they intend to participate in the Annual Meeting. Participants should also give themselves plenty of time to log in and ensure that they can hear streaming audio prior to the start of the Annual Meeting.

Instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at www.virtualshareholdermeeting.com/TAP2020TAP2021, with respect to stockholders of Molson Coors, and www.virtualshareholdermeeting.com/TPX2020TPX2021, with respect to holders of the Class A and/or Class B exchangeable shares issued by Exchangeco.

Assistance with questions regarding how to attend and participate via the Internet will be provided at www.virtualshareholdermeeting.com/TAP2020TAP2021, with respect to stockholders of Molson Coors, and www.virtualshareholdermeeting.com/TPX2020TPX2021, with respect to holders of the Class A and/or Class B exchangeable shares issued by Exchangeco, in each case, on the day of the Annual Meeting.

If you wish to submit a question, you may do so in two ways. If you want to ask a question before the Annual Meeting, then beginning at 8:00 a.m. Eastern Time on April 3, 2020,8, 2021, and until 11:59 p.m. Eastern Time on May 19, 2020,25, 2021, you may log into www.proxyvote.com and enter your 16-digit control number. Once past the login screen, click on the “Question for Management” button, type in your question, and click “Submit.” Alternatively, if you want to submit your question during the Annual Meeting, log into the virtual meeting platform atwww.virtualshareholdermeeting.com/TAP2020TAP2021, with respect to stockholders of Molson Coors, and www.virtualshareholdermeeting.com/TPX2020TPX2021, with respect to holders of the Class A and/or Class B exchangeable shares issued by Exchangeco, and, in each case, type your question into the “Ask a Question” field, and click “Submit."”

Questions pertinent to Annual Meeting matters will be answered during the Annual Meeting, subject to time constraints. Questions regarding personal matters, including those related to employment, product or service issues, or suggestions for product innovations, are not pertinent to Annual Meeting matters and therefore will not be answered. If we receive substantially similar questions, we may group such questions together and provide a single response to avoid repetition. Any questions pertinent to Annual Meeting matters that cannot be answered during the meeting due to time constraints will be posted online and answered at the “Investor Relations” section of our website at www.molsoncoors.com. The questions and answers will be available as soon as practical after the Annual Meeting and will remain available one month after posting. We have included our website address for reference only. The information contained on our website is not incorporated by reference into this Proxy Statement.

A webcast replay of the Annual Meeting will be available until May 20, 2021.26, 2022.

ToattendandparticipateintheAnnualMeeting,youwillneedthe16-digitcontrolnumberincludedinyourNoticeofInternetAvailabilityofProxyMaterials,onyourproxycardorontheinstructionsthataccompaniedyourproxymaterials.Ifyoursharesareheldin “street “streetname,”youshouldcontactyourBrokertoobtainyour16-digitcontrolnumberorotherwisevotethroughyourBroker.OnlyOnly stockholderswithavalid16-digitcontrolnumber,willbeabletoattendtheAnnualMeetingandvote,askquestionsandaccessthelistofstockholdersasofthecloseofbusinessontheRecordDatefortheAnnual MeetingMeeting..

15.

WHAT IF DURING THE CHECK-IN TIME OR DURING THE ANNUAL MEETING I HAVE TECHNICAL DIFFICULTIES OR TROUBLE ACCESSING THE VIRTUAL ANNUAL MEETING WEBSITE?

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual Annual Meeting website. If you encounter any difficulties accessing the virtual Annual Meeting website during the check-in or Annual Meeting time, please call the technical support number that will be posted on the Annual Meeting login page.

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16.

HOW ARE PROXIES SOLICITED AND WHAT IS THE COST?

We have engaged Georgeson Inc. to assist with the solicitation of proxies for a customary fee of $7,500,$8,000, plus expenses. We will bear all expenses incurred in connection with the solicitation of proxies. We will reimburse brokers, fiduciaries and custodians for their costs in forwarding proxy materials to the beneficial owners of record of common stock and/or exchangeable shares. Our directors, officers and employees also may solicit proxies by mail, telephone and personal contact, however they will not receive any additional compensation for these activities.

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17.

WHAT IF I ONLY RECEIVED ONE COPY OF THE PROXY MATERIALS, EVEN THOUGH MULTIPLE STOCKHOLDERS RESIDE AT MY ADDRESS?

The SEC allows us to deliver a single Notice of Internet Availability of Proxy Materials and a single set of proxy materials to an address shared by two or more of our stockholders. This delivery method, referred to as “householding,” can result in significant cost savings for our Company and reduce the environmental impact of the Annual Meeting. As a result, stockholders who share the same address and hold some or all of their shares of common stock through a broker may receive only one copy of the Notice of Internet Availability of Proxy Materials, or upon request, the proxy materials, as the case may be, unless we have received contrary instructions from one or more of the stockholders at that address. Beneficial owners who desire to eliminate duplicate mailings, or request to receive multiple copies if a single copy is being received, should contact their Broker for more information. Stockholders of record of our common stock and the exchangeable shares should submit their request by contacting Broadridge, Householding Department, 51 Mercedes Way, Edgewood, NY 11717 or call them at 800-542-1061866-540-7095.

Upon written or oral request at the address or telephone number above, a separate copy of the proxy materials will be promptly delivered to any beneficial holder at a shared address to which a single copy of the proxy materials was delivered. However, please note that any stockholder who wishes to receive a paper or email copy of the proxy materials for purposes of voting at this year’s Annual Meeting should follow the instructions included in the Notice of Internet Availability that was sent to thesuch stockholder.

18.

WHY HOLD A VIRTUAL ANNUAL MEETING?

As part of our effort to maintain a safe and healthy environment for our directors, members of management and stockholders who wish to attend the Annual Meeting, in light of the public health impact of the coronavirus outbreak (COVID-19), we believe that hosting a virtual meeting is in the best interest of the Company and its stockholders and enables increased stockholder attendance and participation because stockholders can participate from any location around the world. We intend to return to alternating annual meetings between our two principal executive offices in Montreal, Quebec,Montréal, Québec, and Golden, Colorado next year.year, assuming it is safe to do so.

Common Stock and Exchangeable Shares

19.

WHAT IS THE DIFFERENCE BETWEEN OUR CLASS A COMMON STOCK AND CLASS B COMMON STOCK?

Generally

Under the terms of our Restated Certificate of Incorporation, our Class A common stock and our Class B common stock are identical in all respects except for their voting rights and as otherwise provided in our Restated Certificate of Incorporation. The Class A common stock and Class B common stock are traded on the NYSE under the symbols TAP.A and TAP, respectively.

Voting Rights

The holders of the Class B common stock and the Special Class B voting stock (as instructed by the holders of the Class B exchangeable shares) (collectively, the Class B Holders) may vote with respect to the following: (i) any matter required by the Delaware General Corporation Law, as amended (DGCL); (ii) for the election of up to three Class B directors; and (iii) as provided in our Restated Certificate of Incorporation, including, with respect to our advisory say-on-pay vote and those items described below. In all other cases, the right to vote is vested exclusively with the holders of the Class A common stock and the Special Class A voting stock (as instructed by the holders of Class A exchangeable shares) (collectively, the Class A Holders).

Under our Restated Certificate of Incorporation, the Class A Holders and Class B Holders have the right to vote, as separate classes and not jointly, on:

any merger that requires stockholder approval under the DGCL;

any sale of all or substantially all of our assets, other than to a related party;

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any proposal to dissolve our Company or any proposal to revoke the dissolution of our Company; or

any amendment to the Restated Certificate of Incorporation that requires stockholder approval under our Restated Certificate of Incorporation or the DGCL and that would:

–

increase or decrease the aggregate number of the authorized shares of Class B common stock;

–

change the rights of any shares of Class B common stock;

–

change the shares of all or part of Class B common stock into a different number of shares of the same class;

–

increase the rights of any other class that is equal or superior to Class B common stock with respect to distribution or dissolution rights (a co-equal class);

–

create any new co-equal class of stock;

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–

other than pursuant to our Restated Certificate of Incorporation, exchange or reclassify any shares of Class B common stock into shares of another class, or exchange, reclassify or create the right of exchange of any shares of another class into shares of Class B common stock; or

–

limit or deny existing preemptive rights of, or cancel or otherwise affect rights to distributions or dividends that have accumulated but have not yet been declared on, any shares of Class B common stock.

Director Elections

The Class A Holders, voting together as a single class, are entitled to elect 12 of our directors, although there is one vacancy, which our Board does not currently plan to fill; and

The Class B Holders, voting together as a single class, are entitled to elect three of our directors.

Annual Advisory Say-On-Pay Vote

In addition, the Class A Holders and Class B Holders, voting together as a single class, are entitled to vote to approve on a non-binding, advisory basis, the compensation of our NEOs.

Approval of Amendment and Restatement of the Molson Coors Beverage Company Incentive Compensation Plan

The Class A Holders, voting together as a single class, are entitled to vote to approve the amendment and restatement of the Molson Coors Beverage Company Incentive Compensation Plan. The Class B Holders are not entitled to vote on this matter.

Ratification of Independent Registered Public Accounting Firm

The Class A Holders, voting together as a single class, are entitled to vote to ratify the appointment of our independent registered public accounting firm. The Class B Holders are not entitled to vote on this matter.

20.

Director Elections

The Class A Holders, voting together as a single class, are entitled to elect 12 of our directors, although there is one vacancy, which our Board does not currently plan to fill; and

The Class B Holders, voting together as a single class, are entitled to elect three of our directors.

20.

WHAT ARE THE CLASS A EXCHANGEABLE SHARES AND CLASS B EXCHANGEABLE SHARES? HOW DO THEY VOTE? HOW ARE THEY DIFFERENT FROM THE CLASS A COMMON STOCK AND CLASS B COMMON STOCK?

The Class A exchangeable shares and Class B exchangeable shares are publicly traded on the TSX under the symbols TPX.A and TPX.B, respectively, and were issued by Exchangeco in connection with the February 2005 merger of Molson Inc. with and into Adolph Coors Company. The Class A exchangeable shares and Class B exchangeable shares were issued to certain shareholders of Molson Inc. by Exchangeco in lieu of receiving our Class A common stock and/or our Class B common stock, respectively. These shares may, subject to certain terms and conditions, be exchanged for our shares of Class A common stock or our Class B common stock, respectively. Until exchanged, the exchangeable shares are intended to be provided substantially the same economic and voting rights as our Class A common stock and our Class B common stock into which they may be exchanged.

Generally, our Special Class A voting stock and our Special Class B voting stock vote together with the Class A common stock and Class B common stock, respectively, on all matters on which such class of our common stock is entitled to vote. Furthermore, the outstanding share of our Special Class A voting stock is entitled to one vote for each outstanding Class A exchangeable share, and the outstanding share of our Special Class B voting stock is entitled to one vote for each outstanding Class B exchangeable share, in each case, excluding shares held by our Company or our subsidiaries.

Through a voting trust arrangement, owners of record of exchangeable shares, other than our Company or our subsidiaries, as of the Record Date are entitled to vote at the annual meetings of holders of the corresponding classes of our common stock. Specifically, such owners of record may provide voting instructions in respect of their exchangeable shares to AST, as trustee and registered stockholder of the Special Class A voting stock and Special Class B voting stock. AST, as trustee, is entitled to cast the number of votes equal to the number of then-outstanding Class A exchangeable shares and/or Class B exchangeable shares, as the case may be, but

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will only cast the number of votes equal to the number of corresponding exchangeable shares as to which it has received voting instructions from the owners of those exchangeable shares on the Record Date, and will cast its votes in accordance with such instructions so received.

21.

I AM A HOLDER OF EXCHANGEABLE SHARES, WILL I RECEIVE ADDITIONAL MATERIALS?

No, you will not receive a notice of an annual meeting of the shareholders of Exchangeco, and you will not receive an information circular or proxy for an annual meeting of the shareholders of Exchangeco. The exchangeable shares are non-voting with respect to Exchangeco, except as required by the provisions attached to the exchangeable shares or by applicable law; however, the exchangeable shares (through our special voting stock) may generally vote together with our common stock into which such exchangeable shares may be exchanged. Therefore, this Proxy Statement and the proxy solicitation materials relate solely to our Company, and there will not be a separate annual meeting of Exchangeco.

The holders of exchangeable shares effectively have a participating interest in our Company rather than Exchangeco. It is, therefore, the information relating to the Company that is directly relevant to the voting rights of holders of exchangeable shares in connection with the matters to be transacted at the Annual Meeting. The value of the exchangeable shares is derived from dividend and dissolution entitlements as well as capital

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appreciation corresponding to our common stock into which such shares may be exchanged. Accordingly, the value of the exchangeable shares may be determined by reference to the consolidated financial performance and condition of our Company, and we believe the information regarding Exchangeco (other than as included in our public disclosure and consolidated financial statements) is not relevant to holders of exchangeable shares when exercising their voting rights on the matters to be transacted at the Annual Meeting.

Board Communications, Stockholder Proposals and Company Documents

22.

HOW DO I COMMUNICATE WITH THE BOARD?

Stockholders and other interested parties may communicate directly with our Chair, our Audit Chair, any individual director or the non-employee directors as a group by writing to those individuals or the group at the following address: Molson Coors Beverage Company, c/o Secretary, P.O. Box 4030, NH353, Golden, Colorado 80401. At the direction of our Board, all mail received may be opened and screened for security purposes. All mail, other than items deemed unsuitable by our Secretary, will be forwarded to the addressee as follows: mail addressed to a particular director will be forwarded or delivered to that director; mail addressed to “Outside Directors” or “Non-Employee Directors” will be forwarded or delivered to our chair of the Compensation & HR Committee; and mail addressed to the “Board” will be forwarded or delivered to our Chair.

23.

HOW DO I SUBMIT A PROPOSAL FOR ACTION AT THE 20212022 ANNUAL MEETING OF STOCKHOLDERS?

To be eligible for inclusion in our Proxy Statement for the 20212022 Annual Meeting of Stockholders proposals must meet the requirements of Rule 14a-8 of the Exchange Act and, must be received by us at one of our Principal Executive Offices by December 3,9, 20202021, unless the date of the 20212022 Annual Meeting of Stockholders is more than 30 days before or after May 20, 2021,26, 2022, in which case the proposal must be received within a reasonable time before we begin to print and send our proxy materials.

For proposals not intended to be included in the Proxy Statement or nominations of persons to stand for election to our Board, our Bylaws require that such stockholder must be entitled to vote at the Annual Meeting and must have given timely notice of the stockholder proposal or director nomination in writing to the Secretary of our Company, and such business must be a proper matter for action by holders of the class of stock held by such stockholder. Failure to deliver a proposal or director nomination in accordance with the procedures discussed below and in our Bylaws may result in the proposal or director nomination not being deemed timely received. To be timely, notice of a director nomination or any other business for consideration at the stockholders’ meeting must be received by our Secretary at one of our Principal Executive Offices, no less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting. To be timely for the 20212022 Annual Meeting of Stockholders, a stockholder’s notice shall have been delivered to our Secretary at one of our Principal Executive Offices no earlier than January 20,26, 2021,2022, and no later than February 19,25, 20212022, and must include the information required by Section 1.9.2 of our Bylaws.

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24.

WHERE CAN I GET COPIES OF YOUR CORPORATE GOVERNANCE DOCUMENTS?

Our current Corporate Governance Guidelines, Code of Business Conduct, Restated Certificate of Incorporation, Bylaws and written charters for the Audit, Nominating,Governance, Compensation & HR and Finance Committees are posted on our website at www.molsoncoors.com. Stockholders may also request a free copy of these documents from: Molson Coors Beverage Company, c/o Secretary, P.O. Box 4030, NH353, Golden, Colorado 80401.

25.

WHERE CAN I GET A COPY OF THE COMPANY’S ANNUAL REPORT?

You can request to receive a copy of our Annual Report at no charge. Send your written requests to our Secretary at P.O. Box 4030, NH353, Golden, Colorado, 80401. The exhibits to the Annual Report are available upon the payment of charges associated with our cost of reproduction.

You can also obtain copies of the Annual Report and exhibits, as well as other filings we make with the SEC, on our website at www.molsoncoors.com, at www.proxyvote.com or on the SEC’s website at www.sec.gov.

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Other Business

As of the date of this Proxy Statement, our Company received no proposal, nomination for directors or other business submitted in accordance with its Bylaws for consideration at the Annual Meeting, other than that set forth in the Notice of Annual Meeting of Stockholders and as more specifically described in this Proxy Statement, and, therefore, it is not expected that any other business will be brought before the Annual Meeting. However, if any other business should properly come before the Annual Meeting, it is the intention of the persons named on the enclosed proxy card to vote the signed proxies received by them in accordance with their best judgment on such business and any matters dealing with the conduct of the Annual Meeting.

By order of our Board, Molson Coors Beverage Company

 

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

April 2, 20208, 2021

 

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APPENDIX A

MolsonCoorsBeverageCompany
IncentiveCompensationPlan

Table of contents

Article 1. Establishment, Purpose, and Duration

A-2

Article 2. Definitions

A-2

Article 3. Administration

A-5

Article 4. Shares Subject to the Plan and Maximum Awards

A-6

Article 5. Eligibility and Participation

A-7

Article 6. Stock Options

A-7

Article 7. Stock Appreciation Rights

A-8

Article 8. Restricted Stock and Restricted Stock Units

A-9

Article 9. Performance Units/Performance Shares

A-10

Article 10. Cash-Based Awards and Other Stock-Based Awards

A-11

Article 11. Performance Measures

A-11

Article 12. [Reserved]

A-12

Article 13. Nonemployee Director Awards

A-12

Article 14. Dividend Equivalents

A-12

Article 15. Beneficiary Designation

A-12

Article 16. Deferrals

A-12

Article 17. Rights of Participants

A-13

Article 18. Change in Control

A-13

Article 19. Amendment, Modification, Suspension, and Termination

A-13

Article 20. Withholding

A-14

Article 21. Successors

A-14

Article 22. General Provisions

A-14

Article 23. Compliance with Code Section 409A

A-16

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MOLSON COORS BEVERAGE COMPANY

INCENTIVE COMPENSATION PLAN

Article 1. Establishment, Purpose, and Duration

1.1

Establishment. Molson Coors Beverage Company, a Delaware corporation, (hereinafter referred to, together with its Affiliates and Subsidiaries (as hereinafter defined), as the “Company”, except where the context otherwise requires), establishes an incentive compensation plan to be known as the Incentive Compensation Plan (the “Plan”), as set forth in this document.

The Plan permits the grant of Cash-Based Awards, Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units, and Other Stock-Based Awards.

The Plan became effective upon February 9, 2005 (the “EffectiveDate”), and shall remain in effect as provided in Section 1.3 hereof. The Plan has been amended from time to time and is hereby amended and restated effective May 26, 2021 (the “RestatementDate”).

1.2

PurposeofthePlan. The purpose of the Plan is to provide a means whereby Employees, Directors, and Third-Party Service Providers of the Company develop a sense of proprietorship and personal involvement in the development and financial success of the Company, and to encourage them to devote their best efforts to the business of the Company, thereby advancing the interests of the Company and its stockholders. A further purpose of the Plan is to provide a means through which the Company may attract able individuals to become Employees or serve as Directors or Third-Party Service Providers of the Company and to provide a means whereby those individuals upon whom the responsibilities of the successful administration and management of the Company are of importance, can acquire and maintain stock ownership, thereby strengthening their concern for the welfare of the Company.

1.3

DurationofthePlan. Unless sooner terminated as provided herein, the Plan shall terminate ten (10) years from the Restatement Date. After the Plan is terminated, no Awards may be granted but Awards previously granted shall remain outstanding in accordance with their applicable terms and conditions and the Plan’s terms and conditions.

Article 2. Definitions

Whenever used in the Plan, the following terms shall have the meanings set forth below, and when the meaning is intended, the initial letter of the word shall be capitalized.

2.1

“Affiliate” means any corporation or other entity, including but not limited to partnerships and joint ventures, with respect to which the Company, directly or indirectly, owns as applicable (a) stock possessing more than twenty percent (20%) of the total combined voting power of all classes of stock entitled to vote, or more than twenty percent (20%) of the total value of all shares of all classes of stock of such corporation, or (b) an aggregate of more than twenty percent (20%) of the profits interest or capital interest of a non-corporate entity; provided that if an Award that is “deferred compensation” within the meaning of Section 409A of the Code, then with respect to any entity in which the Company owns less than a fifty percent (50%) interest, the Committee has determined prior to the granting of such Award that there are legitimate business criteria for treating such entity as an Affiliate for purposes of the Plan.

2.2

“AnnualAwardLimit” or “Annual Award Limits” have the meaning set forth in Section 4.3.

2.3

“Award” means, individually or collectively, a grant under the Plan of Cash-Based Awards, Nonqualified Stock Options, Incentive Stock Options, SARs, Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units, or Other Stock-Based Awards, in each case subject to the terms of the Plan.

2.4

“AwardAgreement” means either (a) a written agreement entered into by the Company and a Participant setting forth the terms and provisions applicable to an Award granted under the Plan, or (b) a written statement issued by the Company to a Participant describing the terms and provisions of such Award, including any amendment or modification thereof. The Committee may provide for the use of electronic, internet or other non-paper Award Agreements and the use of electronic, internet or other non-paper means for the acceptance thereof and actions thereunder by the Participant.

2.5

“BeneficialOwner” or “BeneficialOwnership” shall have the meaning ascribed to such term in Rule 13d-3 of the General Rules and Regulations under the Exchange Act.

2.6

“Board” or “BoardofDirectors” means the Board of Directors of the Company.

2.7

“Cash-BasedAward” means an Award granted to a Participant as described in Article 10.

2.8

“Cause” unless otherwise defined in the instrument evidencing an Award or in a written employment, service or other agreement between the Participant and the Company or an Affiliate means the Participant’s:

(a)

Continued failure to substantially perform his duties with the Company;

(b)

Commission of a felony;

(c)

Engagement in illegal conduct, an act of dishonesty, or other conduct, that the Committee, in its sole discretion, determines to be injurious to the Company;

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(d)

Willful breach of a material provision of the Company’s ethical code of conduct as determined by the Committee; or

(e)

Material breach of fiduciary duties to the Company.

Notwithstanding the foregoing, if the Participant and the Company have entered into an employment or service agreement which defines “Cause” (or words of similar import), such definition and any procedures relating to the determination thereof set forth in such agreement shall govern the determination of whether “Cause” has occurred for purposes of the Plan.

2.9

“ChangeinControl” unless otherwise defined in the instrument evidencing an Award or in a written employment, service or other agreement between the Participant and the Company or an Affiliate means the occurrence of any of the following events after the Effective Date:

(a)

The acquisition or holding by any Person of Beneficial Ownership of combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of a majority of the Board of Directors (the “Outstanding Company Voting Securities”) in excess of the Outstanding Company Voting Securities held by the Voting Trust; provided, that for purposes of this Section 2.9, any such acquisition or holding by any of the following entities shall not by itself constitute a Change in Control: (i) a Person who on the Effective Date is the Beneficial Owner of twenty percent (20%) or more of the Outstanding Company Voting Securities, (ii) the Company or any Subsidiary, or (iii) any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its Subsidiaries;

(b)

Individuals who constitute the Board as of the Effective Date hereof (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board, provided that any individual becoming a Director subsequent to the Effective Date whose election, or nomination for election by the Company’s stockholders, was approved by the Nominating Committee and/or the subcommittees of such Nominating Committee in accordance with the Company’s Restated Certificate of Incorporation and By-laws shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election or removal of the Directors of the Company or other actual or threatened solicitation of proxies of consents by or on behalf of a Person other than the Board;

(c)

Consummation of a reorganization, merger, or consolidation to which the Company is a party or a sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), in each case unless, following such Business Combination: (i) the Voting Trust continues to hold, directly or indirectly, more than fifty percent (50%) of the Outstanding Company Voting Securities of the Company or a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more direct or indirect subsidiaries (the Company or such other entity resulting from Business Combination, the “Successor Entity”); and (ii) at least a majority of the members of the board of directors of the Successor Entity were members of the Incumbent Board (including individuals deemed to be members of the Incumbent Board by reason of the proviso to paragraph (b) of this Section 2.9) at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or

(d)

A complete liquidation or dissolution of the Company.

2.10

“Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time. For purposes of the Plan, references to sections of the Code shall be deemed to include references to any applicable regulations thereunder and any successor or similar provisions.

2.11

“Committee” means the Human Resources and Compensation Committee of the Board or a subcommittee thereof, or any other committee designated by the Board to administer the Plan. The members of the Committee shall be appointed from time to time by and shall serve at the discretion of the Board.

2.12

“Company” means, where the context requires, Molson Coors Beverage Company, a Delaware corporation, any successor thereto as provided in Article 21 herein. As set forth in Section 1.1, references herein to Company shall also include Affiliates as the context requires.

2.13

“Director” means any individual who is a member of the Board of Directors of the Company.

2.14

“EffectiveDate” has the meaning set forth in Section 1.1.

2.15

“Employee” means any employee of the Company, and/or its Affiliates.

2.16

“ExchangeAct” means the Securities Exchange Act of 1934, as amended from time to time, or any successor act thereto.

2.17

“FairMarketValue” or “FMV” means a price that is based on the opening, closing, actual, high, low, or the arithmetic mean of selling prices of a Share reported on the New York Stock Exchange (“NYSE”), or if not the NYSE, on the established stock exchange which is the principal exchange upon which the Shares are traded on the applicable date, the preceding trading day, the next succeeding trading day, or an arithmetic mean of selling prices on all trading days over a specified averaging period weighted by volume of trading on each trading day in the period, that is within thirty (30) days before or thirty (30) days after the applicable date as determined by the Committee in its discretion; provided that, if an arithmetic mean of prices is used to set a grant price or an Option price, the commitment to grant such Award based on such arithmetic mean must be irrevocable before the beginning of the specified averaging period in accordance with Treasury Regulation 1.409A-1(b)(5)(iv)(A). Unless the Committee determines otherwise, if the Shares are traded over the counter at the time a determination of its Fair Market Value is

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required to be made hereunder, Fair Market Value shall be deemed to be equal to the arithmetic mean between the reported high and low or closing bid and asked prices of a Share on the applicable date, or if no such trades were made that day then the most recent date on which Shares were publicly traded. In the event Shares are not publicly traded at the time a determination of their value is required to be made hereunder, the determination of their Fair Market Value shall be made by the Committee in such manner as it deems appropriate provided such manner is consistent with Treasury Regulation 1.409A-1(b)(5)(iv)(B). Such definition(s) of FMV shall be specified in each Award Agreement and may differ depending on whether FMV is in reference to the grant, exercise, vesting, settlement, or payout of an Award; provided, however that in the absence of such determination, Fair Market Value means the arithmetic mean of the high and low sales prices for a Share as reported by the NYSE (or such other principal exchange) on the applicable date, or if no sales occurred that day, on the most recent date upon which sales did occur; and, provided further, that upon a broker-assisted exercise of an Option, the FMV shall be the price at which the Shares are sold by the broker.

2.18

“Full-ValueAward” means an Award other than in the form of an ISO, NQSO, or SAR, and which is settled by the issuance of Shares.

2.19

“FreestandingSAR” means an SAR that is granted independently of any Options, as described in Article 7.

2.20

“GrantPrice” means the price established at the time of grant of a SAR pursuant to Article 7, used to determine whether there is any payment due upon exercise of the SAR.

2.21

“IncentiveStockOption” or “ISO” means an Option to purchase Shares granted under Article 6 to an Employee and that is designated as an Incentive Stock Option and that is intended to meet the requirements of Code Section 422, or any successor provision.

2.22

“Insider” means an individual who is, on the relevant date, an officer, or Director of the Company, or a more than ten percent (10%) Beneficial Owner of any class of the Company’s equity securities that is registered pursuant to Section 12 of the Exchange Act, as determined by the Board in accordance with Section 16 of the Exchange Act.

2.23

“NonemployeeDirector” means a Director who is not an Employee.

2.24

“NonemployeeDirectorAward” means any NQSO, SAR, or Full-Value Award granted, whether singly, in combination, or in tandem, to a Participant who is a Nonemployee Director pursuant to such applicable terms, conditions, and limitations as the Board or Committee may establish in accordance with the Plan.

2.25

“NonqualifiedStockOption” or “NQSO” means an Option that is not intended to meet the requirements of Code Section 422, or that otherwise does not meet such requirements.

2.26

“Option” means an Incentive Stock Option or a Nonqualified Stock Option, as described in Article 6.

2.27

“OptionPrice” means the price at which a Share may be purchased by a Participant pursuant to an Option.

2.28

“OtherStock-BasedAward” means an equity-based or equity-related Award not otherwise described by the terms of the Plan, granted pursuant to Article 10.

2.29

“Participant” means any eligible individual as set forth in Article 5 to whom an Award is granted.

2.30

“PerformanceMeasures” means measures as described in Article 11 on which performance goals are based.

2.31

“PerformancePeriod” means the period of time during which the performance goals must be met in order to determine the degree of payout and/or vesting with respect to an Award.

2.32

“PerformanceShare” means an Award under Article 9 herein and subject to the terms of the Plan, denominated in Shares, the value of which at the time it is payable is determined as a function of the extent to which corresponding performance criteria have been achieved.

2.33

“PerformanceUnit” means an Award under Article 9 herein and subject to the terms of the Plan, denominated in units, the value of which at the time it is payable is determined as a function of the extent to which corresponding performance criteria have been achieved.

2.34

“PeriodofRestriction” means the period when Restricted Stock or Restricted Stock Units are subject to a substantial risk of forfeiture (based on the passage of time, the achievement of performance goals, or upon the occurrence of other events as determined by the Committee, in its discretion), as provided in Article 8.

2.35

“Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) thereof.

2.36

“Plan” means this Molson Coors Beverage Company Incentive Compensation Plan.

2.37

“PlanYear” means the Company’s fiscal year, unless the Committee has designated the calendar year, as the applicable Plan Year under a particular Award.

2.38

“RestrictedStock” means an Award granted to a Participant pursuant to Article 8.

2.39

“RestrictedStockUnit” means an Award granted to a Participant pursuant to Article 8, except no Shares are actually awarded to the Participant on the date of grant.

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2.40

“ServiceVestingAwards” means an Award, the vesting of which is contingent solely on the continued service of the Participant as an Employee or a Director.

2.41

“Share” means a share of Class B common stock of the Company, $0.01 par value per share.

2.42

“StockAppreciationRight” or “SAR” means an Award, designated as a SAR, pursuant to the terms of Article 7 herein.

2.43

“Subsidiary” means any corporation or other entity, whether domestic or foreign, in which the Company has or obtains, directly or indirectly, a proprietary interest of more than fifty percent (50%) by reason of stock ownership or otherwise.

2.44

“TandemSAR” means an SAR that is granted in connection with a related Option pursuant to Article 7 herein, the exercise of which shall require forfeiture of the right to purchase a Share under the related Option (and when a Share is purchased under the Option, the Tandem SAR shall similarly be canceled).

2.45

“Third-PartyServiceProvider” means any consultant, agent, advisor, or independent contractor who renders services to the Company and/or its Affiliates that (a) are not in connection with the offer and sale of the Company’s securities in a capital raising transaction, and (b) do not directly or indirectly promote or maintain a market for the Company’s securities.

2.46

“VotingTrust” means the voting trust established under the Class A Common Stock Molson Coors Brewing Company Voting Trust Agreement.

Article 3. Administration

3.1

General. The Committee shall be responsible for administering the Plan, subject to this Article 3 and the other provisions of the Plan. The Committee may employ attorneys, consultants, accountants, agents, and other individuals, any of whom may be an Employee, and the Committee, the Company, and its officers and Directors shall be entitled to rely upon the advice, opinions, or valuations of any such individuals. All actions taken and all interpretations and determinations made by the Committee shall be final and binding upon the Participants, the Company, and all other interested individuals.

3.2

AuthorityoftheCommittee. The Committee shall have full and exclusive discretionary power to interpret the terms and the intent of the Plan and any Award Agreement or other agreement or document ancillary to or in connection with the Plan, to determine eligibility for Awards and to adopt such rules, regulations, forms, instruments, and guidelines for administering the Plan as the Committee may deem necessary or proper. Such authority shall include, but not be limited to, selecting Award recipients, establishing all Award terms and conditions, including the terms and conditions set forth in Award Agreements, granting Awards as an alternative to or as the form of payment for grants or rights earned or due under compensation plans or arrangements of the Company, and, subject to Article 19, adopting modifications and amendments to the Plan or any Award Agreement, including without limitation, any that are necessary to comply with the laws of the countries and other jurisdictions in which the Company and/or its Affiliates operate. The Committee shall not permit Awards to be transferred to unrelated third parties for value prior to their vesting or exercise, except as otherwise permitted prior to March 15, 2010.

3.3

Delegation. The Committee may delegate to one or more of its members or to one or more officers of the Company and/or its Affiliates or to one or more agents or advisors such administrative duties or powers as it may deem advisable, and the Committee or any individuals to whom it has delegated duties or powers as aforesaid may employ one or more individuals to render advice with respect to any responsibility the Committee or such individuals may have under the Plan. The Committee may, by resolution, authorize one or more officers of the Company to do one or both of the following on the same basis as can the Committee: (a) designate Employees to be recipients of Awards; and (b) determine the size of any such Awards; provided, however, (i) the Committee shall not delegate such responsibilities to any such officer for Awards granted to an Employee that is considered an Insider; (ii) the resolution providing such authorization sets forth the total number of Awards such officer(s) may grant; and (iii) the officer(s) shall report periodically to the Committee regarding the nature and scope of the Awards granted pursuant to the authority delegated.

3.4

Claims. A Participant who wishes to appeal any determination of the Committee concerning an Award granted pursuant to the Plan shall notify the Committee in a writing, which shall state the basis for the appeal. The appeal shall be filed with the Committee within 30 days after the date the Participant received the determination from the Committee. The written appeal may be filed by the Participant’s authorized representative. The Committee shall review the appeal and issue its decision within 90 days after it receives the Participant’s appeal. If the Committee needs additional time to review the appeal, it shall notify the Participant in writing and specify when it expects to render its decision. After completion of its review, the Committee shall notify the Participant of its decision in writing, which shall state the reasons for the Committee’s decision. If, after the completion of the procedure set forth in the preceding paragraph, the Participant wishes to further pursue the appeal, the appeal shall be submitted to, and determined through, binding arbitration in Milwaukee, Wisconsin in accordance with the arbitration procedures of the American Arbitration Association (“AAA”) existing at the time the arbitration is conducted, before a single arbitrator chosen in accordance with AAA procedures. The decision of the arbitrator shall be enforceable as a court judgment.

3.5

RepricingProhibited.Notwithstanding any provision of the Plan to the contrary, and except for adjustments permitted by Section 4.4, the Committee shall not have the right, without shareowner approval, to (a) decrease the exercise price of an Option or SAR after it is granted; (b) cancel an Option or SAR at a time when its exercise price exceeds the Fair Market Value of the underlying Shares, in exchange for cash, another option, restricted stock, or other equity award; or (c) take any other action that is treated as a repricing under U.S. generally accepted accounting principles.

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Article 4. Shares Subject to the Plan and Maximum Awards

4.1

NumberofSharesAvailableforAwards.

(a)

Subject to adjustment as provided in Section 4.4 herein, the maximum number of Shares available for issuance to Participants under the Plan (the “Share Authorization”) shall be 23,500,000 Shares, plus the number of Shares that remain available for issuance under the Adolph Coors Company Equity Incentive Plan as of the Effective Date (increased by any Shares subject to any then-outstanding award under such plan which upon the lapse, expiration or cancellation exercise or other settlement of such award are either not issued or are withheld by the Company and adjusted for the two-to-one stock split on October 3, 2007).

(b)

Subject to the limit set forth in Section 4.1(a) on the number of Shares that may be issued in the aggregate under the Plan, the maximum number of Shares that may be issued pursuant to ISOs shall be 23,500,000.

4.2

ShareUsage. Shares covered by an Award shall only be counted as used to the extent Shares are actually delivered. Any Shares related to Awards which terminate by expiration, forfeiture, cancellation, or otherwise without the issuance of such Shares shall be available again for grant under the Plan. The following Shares shall not again be made available for issuance as Awards under the Plan: (a) Shares actually issued under the Plan in a Stock Option exercise even if repurchased by the Company; (b) Shares not issued or delivered as a result of the net settlement of an outstanding Stock Appreciation Right or Option, or (c) Shares used to pay the exercise price or withholding taxes related to an outstanding Award. The Shares available for delivery under the Plan may be authorized and unissued Shares or treasury Shares.

4.3

AnnualAwardLimits. Subject to adjustment as provided in Section 4.4 herein, the following limits (each an “Annual Award Limit” and, collectively, “Annual Award Limits”) shall apply to grants of such Awards under the Plan:

(a)

Options: The maximum aggregate number of Shares subject to Options granted in any one (1) Plan Year to any one (1) Participant shall be 500,000 Shares.

(b)

SARs: The maximum number of Shares subject to Stock Appreciation Rights granted in any one (1) Plan Year to any one (1) Participant shall be 500,000 Shares.

(c)

RestrictedStockorRestrictedStockUnits: The maximum aggregate grant with respect to Awards of Restricted Stock or Restricted Stock Units in any one (1) Plan Year to any one (1) Participant shall be 250,000.

(d)

PerformanceUnitsorPerformanceShares: The maximum aggregate Award of Performance Units or Performance Shares that any one (1) Participant may receive in any one (1) Plan Year shall be 250,000 Shares if such Award is payable in Shares, or equal to the value of 250,000 Shares if such Award is payable in cash or property other than Shares with such amount determined as of the earlier of the vesting date or the payout date.

(e)

Cash-BasedAwards: The maximum aggregate amount awarded or credited with respect to Cash-Based Awards to any one (1) Participant with respect to any one (1) Plan Year may not exceed $10,000,000.

(f)

OtherStock-BasedAwards: The maximum aggregate grant with respect to Other Stock-Based Awards pursuant to Section 10.2 in any one (1) Plan Year to any one (1) Participant shall be 250,000 Shares.

(g)

AwardstoNonemployeeDirectors: Notwithstanding any other provision of the Plan to the contrary, the aggregate value of cash compensation and the grant date fair value of Awards (computed as of the date of grant in accordance with applicable financial accounting rules) that may be granted or awarded to any one Nonemployee Director in any Plan Year (excluding Awards made pursuant to deferred compensation arrangements in lieu of all or a portion of cash retainers) solely with respect to service as a Nonemployee Director, shall not exceed $750,000. The Board may at any time provide any Nonemployee Director with a retainer or other fee in addition to the amount stated above, including for service on a specific purpose committee or for any other special service, in each case determined in the discretion of the Board.

4.4

AdjustmentsinAuthorizedShares. In the event of any corporate event or transaction (including, but not limited to, a change in the Shares of the Company or the capitalization of the Company) after the Effective Date, such as a merger, consolidation, reorganization, recapitalization, separation, stock dividend, stock split, reverse stock split, split up, spin-off, or other distribution of stock or property of the Company, combination of Shares, exchange of Shares, dividend in kind, or other like change-in-capital structure or distribution (other than normal cash dividends) to stockholders of the Company, or any similar corporate event or transaction, the Committee, in its sole discretion, in order to prevent dilution or enlargement of Participant’s rights under the Plan, shall substitute or adjust, as applicable, the number and kind of Shares that may be issued under the Plan or under particular forms of Awards, the number and kind of Shares subject to outstanding Awards, the Option Price or Grant Price applicable to outstanding Awards, the Annual Award Limits, and other value determinations applicable to outstanding Awards.

The Committee, in its sole discretion, may also make appropriate adjustments in the terms of any Awards under the Plan to reflect or related to such changes or distributions and to modify any other terms of outstanding Awards, including modifications of performance goals and changes in the length of Performance Periods. The determination of the Committee as to the foregoing adjustments, if any, shall be conclusive and binding on Participants under the Plan.

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Subject to the provisions of Article 19, without affecting the number of Shares reserved or available hereunder, the Committee may authorize the issuance or assumption of benefits under the Plan in connection with any merger, consolidation, acquisition of property or stock, or reorganization upon such terms and conditions as it may deem appropriate, subject to compliance with the ISO rules under Section 422 of the Code, where applicable.

With respect to Options and SARs, any such substitutions or adjustments shall not be made if it would cause such Option or SAR to be treated as deferred compensation subject to taxes and penalties under Section 409A of the Code. In addition, with respect to Options, any such substitutions or adjustments under this Section 4.4 shall be based on the intrinsic value of such Option as determined by the Committee, in its discretion, as of the date of such substitution or adjustment. For the absence of doubt, the intrinsic value of “out-of-the-money” Options shall equal zero.

Article 5. Eligibility and Participation

5.1

Eligibility. Individuals eligible to participate in the Plan include all Employees, Directors, and Third-Party Service Providers.

5.2

ActualParticipation. Subject to the provisions of the Plan, the Committee may, from time to time, select from all eligible individuals, those individuals to whom Awards shall be granted and shall determine, in its sole discretion, the nature of, any and all terms permissible by law, and the amount of each Award.

Article 6. Stock Options

6.1

GrantofOptions. Subject to the terms and provisions of the Plan, Options may be granted to Participants in such number, and upon such terms, and at any time and from time to time as shall be determined by the Committee, in its sole discretion; provided, that ISOs may be granted only to eligible Employees of the Company or of any parent or subsidiary corporation (as permitted by Section 422 of the Code and the treasury regulations thereunder).

6.2

AwardAgreement. Each Option grant shall be evidenced by an Award Agreement that shall specify the Option Price, the maximum duration of the Option, the number of Shares to which the Option pertains, the conditions upon which an Option shall become vested and exercisable, and such other provisions as the Committee shall determine which are not inconsistent with the terms of the Plan. The Award Agreement also shall specify whether the Option is intended to be an ISO or a NQSO, and in the absence of any such specification, the Option shall be an NQSO.

6.3

OptionPrice. The Option Price for each grant of an Option under the Plan shall be as determined by the Committee and shall be specified in the Award Agreement. The Option Price shall be: (a) based on one hundred percent (100%) of the FMV of the Shares on the date of grant, (b) set at a premium to the FMV of the Shares on the date of grant, or (c) indexed to the FMV of the Shares on the date of grant, with the index determined by the Committee, in its discretion; provided, however, the Option Price on the date of grant must be at least equal to one hundred percent (100%) of the FMV of the Shares on the date of grant.

6.4

DurationofOptions. Each Option granted to a Participant shall expire at such time as the Committee shall determine at the time of grant; provided, however, no Option shall be exercisable later than the tenth (10th) anniversary date of its grant. Notwithstanding the foregoing, for Options granted to Participants outside the United States, the Committee has the authority to grant Options that have a term greater than ten (10) years.

6.5

ExerciseofOptions. Options granted under this Article 6 shall be exercisable at such times and be subject to such restrictions and conditions as the Committee shall in each instance approve, which terms and restrictions need not be the same for each grant or for each Participant.

6.6

Payment. Options granted under this Article 6 shall be exercised by the delivery of a notice of exercise to the Company or an agent designated by the Company in a form specified or accepted by the Committee, or by complying with any alternative procedures which may be authorized by the Committee, setting forth the number of Shares with respect to which the Option is to be exercised, accompanied by full payment for the Shares.

A condition of the issuance of the Shares as to which an Option shall be exercised shall be the payment of the Option Price. The Option Price of any Option shall be payable to the Company in full either: (a) in cash or its equivalent; (b) by tendering (either by actual delivery or attestation) previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the Option Price prior to their tender to satisfy the Option Price if acquired under the Plan or any other compensation plan mentioned by the Company, or have been purchased on the open market); (c) by a combination of (a) and (b); or (d) any other method approved or accepted by the Committee in its sole discretion, including, without limitation, if the Committee so determines, a cashless (broker-assisted) exercise.

Subject to any governing rules or regulations, as soon as practicable after receipt of written notification of exercise and full payment (including satisfaction of any applicable tax withholding), the Company shall deliver to the Participant evidence of book entry Shares, or upon the Participant’s request, Share certificates in an appropriate amount based upon the number of Shares purchased under the Option(s). Unless otherwise determined by the Committee, all payments under all of the methods indicated above shall be paid in United States dollars.

6.7

RestrictionsonShareTransferability. The Committee may impose such restrictions on any Shares acquired pursuant to the exercise of an Option granted under this Article 6 as it may deem advisable, including, without limitation, minimum holding period requirements, restrictions under applicable federal securities laws, under the requirements of any stock exchange or

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market upon which such Shares are then listed and/or traded, or under any blue sky or state securities laws applicable to such Shares.

6.8

TerminationofEmployment. Each Participant’s Award Agreement shall set forth the extent to which the Participant shall have the right to exercise the Option following termination of the Participant’s employment or provision of services to the Company and/or its Affiliates. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the Award Agreement entered into with each Participant, need not be uniform among all Options issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination.

6.9

TransferabilityofOptions.

(a)

Incentive Stock Options. No ISO granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. Further, all ISOs granted to a Participant under this Article 6 shall be exercisable during his lifetime only by such Participant.

(b)

Nonqualified Stock Options. Except as otherwise provided in a Participant’s Award Agreement or otherwise determined at any time by the Committee, no NQSO granted under this Article 6 may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated for value other than by will or by the laws of descent and distribution; provided, that the Board or Committee may permit further transferability, on a general or a specific basis, and may impose conditions and limitations on any permitted transferability. Further, except as otherwise provided in a Participant’s Award Agreement or otherwise determined at any time by the Committee, or unless the Board or Committee decides to permit further transferability, all NQSOs granted to a Participant under this Article 6 shall be exercisable during his lifetime only by such Participant. With respect to those NQSOs, if any, that are permitted to be transferred to another individual, references in the Plan to exercise or payment of the Option Price by the Participant shall be deemed to include, as determined by the Committee, the Participant’s permitted transferee.

6.10

NotificationofDisqualifyingDisposition. If any Participant shall make any disposition of Shares issued pursuant to the exercise of an ISO under the circumstances described in Section 421(b) of the Code (relating to certain disqualifying dispositions), such Participant shall notify the Company of such disposition within ten (10) days thereof.

6.11

SubstitutingSARs. Only in the event the Company is not accounting for equity compensation under ASC 718, the Committee shall have the ability to substitute, without receiving Participant permission, SARs paid only in Shares (or SARs paid in Shares or cash at the Committee’s discretion) for outstanding Options; provided, the terms of the substituted SARs are the same as the terms for the Options and the aggregate difference between the Fair Market Value of the underlying Shares and the Grant Price of the SARs is equivalent to the aggregate difference between the Fair Market Value of the underlying Shares and the Option Price of the Options. If, in the opinion of the Company’s auditors, this provision creates adverse accounting consequences for the Company, it shall be considered null and void.

Article 7. Stock Appreciation Rights

7.1

GrantofSARs. Subject to the terms and conditions of the Plan, SARs may be granted to Participants at any time and from time to time as shall be determined by the Committee. The Committee may grant Freestanding SARs, Tandem SARs, or any combination of these forms of SARs.

Subject to the terms and conditions of the Plan, the Committee shall have complete discretion in determining the number of SARs granted to each Participant and, consistent with the provisions of the Plan, in determining the terms and conditions pertaining to such SARs.

The Grant Price for each grant of a Freestanding SAR shall be determined by the Committee and shall be specified in the Award Agreement. The Grant Price shall be: (a) based on one hundred percent (100%) of the FMV of the Shares on the date of grant, (b) set at a premium to the FMV of the Shares on the date of grant, or (c) indexed to the FMV of the Shares on the date of grant, with the index determined by the Committee, in its discretion; provided, however, the Grant Price on the date of grant must be at least equal to one hundred percent (100%) of the FMV of the Shares on the date of grant. The Grant Price of Tandem SARs shall be equal to the Option Price of the related Option.

7.2

SARAgreement. Each SAR Award shall be evidenced by an Award Agreement that shall specify the Grant Price, the term of the SAR, and such other provisions as the Committee shall determine.

7.3

TermofSAR. The term of an SAR granted under the Plan shall be determined by the Committee, in its sole discretion, and except as determined otherwise by the Committee and specified in the SAR Award Agreement, no SAR shall be exercisable later than the tenth (10th) anniversary date of its grant. Notwithstanding the foregoing, for SARs granted to Participants outside the United States, the Committee has the authority to grant SARs that have a term greater than ten (10) years.

7.4

ExerciseofFreestandingSARs. Freestanding SARs may be exercised upon whatever terms and conditions the Committee, in its sole discretion, imposes.

7.5

ExerciseofTandemSARs. Tandem SARs may be exercised for all or part of the Shares subject to the related Option upon the surrender of the right to exercise the equivalent portion of the related Option. A Tandem SAR may be exercised only with respect to the Shares for which its related Option is then exercisable.

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Notwithstanding any other provision of the Plan to the contrary, with respect to a Tandem SAR granted in connection with an ISO: (a) the Tandem SAR will expire no later than the expiration of the underlying ISO; (b) the value of the payout with respect to the Tandem SAR may be for no more than one hundred percent (100%) of the excess of the Fair Market Value of the Shares subject to the underlying ISO at the time the Tandem SAR is exercised over the Option Price of the underlying ISO; and (c) the Tandem SAR may be exercised only when the Fair Market Value of the Shares subject to the ISO exceeds the Option Price of the ISO.

7.6

PaymentofSARAmount. Upon the exercise of an SAR, a Participant shall be entitled to receive payment from the Company in an amount determined by multiplying:

(a)

The excess of the Fair Market Value of a Share on the date of exercise over the Grant Price; by

(b)

The number of Shares with respect to which the SAR is exercised.

At the discretion of the Committee, the payment upon SAR exercise may be in cash, Shares, or any combination thereof, or in any other manner approved by the Committee in its sole discretion. The Committee’s determination regarding the form of SAR payout shall be set forth in the Award Agreement pertaining to the grant of the SAR.

7.7

TerminationofEmployment. Each Award Agreement shall set forth the extent to which the Participant shall have the right to exercise the SAR following termination of the Participant’s employment with or provision of services to the Company and/or its Affiliates. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the Award Agreement entered into with Participants, need not be uniform among all SARs issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination.

7.8

NontransferabilityofSARs. Except as otherwise provided in a Participant’s Award Agreement or otherwise determined at any time by the Committee, no SAR granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated for value, other than by will or by the laws of descent and distribution. Further, except as otherwise provided in a Participant’s Award Agreement or otherwise determined at any time by the Committee, all SARs granted to a Participant under the Plan shall be exercisable during his lifetime only by such Participant. With respect to those SARs, if any, that are permitted to be transferred to another individual, references in the Plan to exercise of the SAR by the Participant or payment of any amount to the Participant shall be deemed to include, as determined by the Committee, the Participant’s permitted transferee.

7.9

OtherRestrictions. The Committee shall impose such other conditions and/or restrictions on any Shares received upon exercise of a SAR granted pursuant to the Plan as it may deem advisable or desirable. These restrictions may include, but shall not be limited to, a requirement that the Participant hold the Shares received upon exercise of a SAR for a specified period of time.

Article 8. Restricted Stock and Restricted Stock Units

8.1

GrantofRestrictedStockorRestrictedStockUnits. Subject to the terms and provisions of the Plan, the Committee, at any time and from time to time, may grant Shares of Restricted Stock and/or Restricted Stock Units to Participants in such amounts as the Committee shall determine. Restricted Stock Units shall be similar to Restricted Stock except that no Shares are actually awarded to the Participant on the date of grant.

8.2

RestrictedStockorRestrictedStockUnitAgreement. Each Restricted Stock and/or Restricted Stock Unit grant shall be evidenced by an Award Agreement that shall specify the Period(s) of Restriction, the number of Shares of Restricted Stock or the number of Restricted Stock Units granted, and such other provisions as the Committee shall determine.

8.3

Transferability. Except as provided in the Plan or an Award Agreement, the Shares of Restricted Stock and/or Restricted Stock Units granted herein may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated for value until the end of the applicable Period of Restriction established by the Committee and specified in the Award Agreement (and in the case of Restricted Stock Units until the date of delivery or other payment), or upon earlier satisfaction of any other conditions, as specified by the Committee, in its sole discretion, and set forth in the Award Agreement or otherwise at any time by the Committee. All rights with respect to the Restricted Stock and/or Restricted Stock Units granted to a Participant under the Plan shall be available during his lifetime only to such Participant, except as otherwise provided in an Award Agreement or at any time by the Committee.

8.4

OtherRestrictions. The Committee shall impose such other conditions and/or restrictions on any Shares of Restricted Stock or Restricted Stock Units granted pursuant to the Plan as it may deem advisable including, without limitation, a requirement that Participants pay a stipulated purchase price for each Share of Restricted Stock or each Restricted Stock Unit, restrictions based upon the achievement of specific performance goals, time-based restrictions on vesting following the attainment of the performance goals, time-based restrictions, and/or restrictions under applicable laws or under the requirements of any stock exchange or market upon which such Shares are listed or traded, or holding requirements or sale restrictions placed on the Shares by the Company upon vesting of such Restricted Stock or Restricted Stock Units.

To the extent deemed appropriate by the Committee, the Company may retain the certificates representing Shares of Restricted Stock in the Company’s possession until such time as all conditions and/or restrictions applicable to such Shares have been satisfied or lapse.

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Except as otherwise provided in this Article 8, Shares of Restricted Stock covered by each Restricted Stock Award shall become freely transferable by the Participant after all conditions and restrictions applicable to such Shares have been satisfied or lapse (including satisfaction of any applicable tax withholding obligations), and except as expressly provided by the Committee in the Award Agreement, Restricted Stock Units shall be paid in Shares.

8.5

CertificateLegend. In addition to any legends placed on certificates pursuant to Section 8.4, each certificate representing Shares of Restricted Stock granted pursuant to the Plan may bear a legend such as the following or as otherwise determined by the Committee in its sole discretion:

The sale or transfer of Shares of stock represented by this certificate, whether voluntary, involuntary, or by operation of law, is subject to certain restrictions on transfer as set forth in the Molson Coors Beverage Company Incentive Compensation Plan, and in the associated Award Agreement. A copy of the Plan and such Award Agreement may be obtained from Molson Coors Beverage Company.

8.6

VotingRights. Unless otherwise determined by the Committee and set forth in a Participant’s Award Agreement, to the extent permitted or required by law, as determined by the Committee, Participants holding Shares of Restricted Stock granted hereunder may be granted the right to exercise full voting rights with respect to those Shares during the Period of Restriction. A Participant shall have no voting rights with respect to any Restricted Stock Units granted hereunder.

8.7

TerminationofEmployment. Each Award Agreement shall set forth the extent to which the Participant shall have the right to retain Restricted Stock and/or Restricted Stock Units following termination of the Participant’s employment with or provision of services to the Company and/or its Affiliates. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the Award Agreement entered into with each Participant, need not be uniform among all Shares of Restricted Stock or Restricted Stock Units issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination.

8.8

Section83(b)Election. The Committee may provide in an Award Agreement that the Award of Restricted Stock is conditioned upon the Participant making or refraining from making an election with respect to the Award under Section 83(b) of the Code. If a Participant makes an election pursuant to Section 83(b) of the Code concerning a Restricted Stock Award, the Participant shall be required to file promptly a copy of such election with the Company.

Article 9. Performance Units/Performance Shares

9.1

GrantofPerformanceUnits/PerformanceShares. Subject to the terms and provisions of the Plan, the Committee, at any time and from time to time, may grant Performance Units and/or Performance Shares to Participants in such amounts and upon such terms as the Committee shall determine.

9.2

ValueofPerformanceUnits/PerformanceShares. Each Performance Unit shall have an initial value that is established by the Committee at the time of grant. Each Performance Share shall have an initial value equal to the Fair Market Value of a Share on the date of grant. The Committee shall set performance goals in its discretion which, depending on the extent to which they are met, will determine the value and/or number of Performance Units/Performance Shares that will be paid out to the Participant.

9.3

EarningofPerformanceUnits/PerformanceShares. Subject to the terms of the Plan, after the applicable Performance Period has ended, the holder of Performance Units/Performance Shares shall be entitled to receive payout on the value and number of Performance Units/Performance Shares earned by the Participant over the Performance Period, to be determined as a function of the extent to which the corresponding performance goals have been achieved.

9.4

FormandTimingofPaymentofPerformanceUnits/PerformanceShares. Payment of earned Performance Units/Performance Shares shall be as determined by the Committee and as evidenced in the Award Agreement. Subject to the terms of the Plan, the Committee, in its sole discretion, may pay earned Performance Units/Performance Shares in the form of cash or in Shares (or in a combination thereof) equal to the value of the earned Performance Units/Performance Shares at the close of the applicable Performance Period, or as soon as practicable after the end of the Performance Period. Any Shares may be granted subject to any restrictions deemed appropriate by the Committee. The determination of the Committee with respect to the form of payout of such Awards shall be set forth in the Award Agreement pertaining to the grant of the Award.

9.5

TerminationofEmployment. Each Award Agreement shall set forth the extent to which the Participant shall have the right to retain Performance Units and/or Performance Shares following termination of the Participant’s employment with or provision of services to the Company and/or its Affiliates. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the Award Agreement entered into with each Participant, need not be uniform among all Awards of Performance Units or Performance Shares issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination.

9.6

Nontransferability. Except as otherwise provided in a Participant’s Award Agreement or otherwise determined at any time by the Committee, Performance Units/Performance Shares may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. Further, except as otherwise provided in a Participant’s Award Agreement or otherwise determined at any time by the Committee, a Participant’s rights under the Plan shall be exercisable during his lifetime only by such Participant.

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Article 10. Cash-Based Awards and Other Stock-Based Awards

10.1

GrantofCash-BasedAwards. Subject to the terms and provisions of the Plan, the Committee, at any time and from time to time, may grant Cash-Based Awards to Participants in such amounts and upon such terms, including the achievement of specific performance goals, as the Committee may determine.

10.2

OtherStock-BasedAwards. The Committee may grant other types of equity-based or equity-related Awards not otherwise described by the terms of the Plan (including the grant or offer for sale of unrestricted Shares) in such amounts and subject to such terms and conditions, as the Committee shall determine. Such Awards may involve the transfer of actual Shares to Participants, or payment in cash or otherwise of amounts based on the value of Shares and may include, without limitation, Awards designed to comply with or take advantage of the applicable local laws of jurisdictions other than the United States.

10.3

ValueofCash-BasedandOtherStock-BasedAwards. Each Cash-Based Award shall specify a payment amount or payment range as determined by the Committee. Each Other Stock-Based Award shall be expressed in terms of Shares or units based on Shares, as determined by the Committee. The Committee may establish performance goals in its discretion. If the Committee exercises its discretion to establish performance goals, the number and/or value of Cash-Based Awards or Other Stock-Based Awards that will be paid out to the Participant will depend on the extent to which the performance goals are met.

10.4

PaymentofCash-BasedAwardsandOtherStock-BasedAwards. Payment, if any, with respect to a Cash-Based Award or an Other Stock-Based Award shall be made in accordance with the terms of the Award, in cash or Shares as the Committee determines.

10.5

TerminationofEmployment. The Committee shall determine the extent to which the Participant shall have the right to receive Cash-Based Awards or Other Stock-Based Awards following termination of the Participant’s employment with or provision of services to the Company and/or its Affiliates. Such provisions shall be determined in the sole discretion of the Committee, such provisions may be included in an Award Agreement entered into with each Participant, but need not be uniform among all Awards of Cash-Based Awards or Other Stock- Based Awards issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination.

10.6

Nontransferability. Except as otherwise determined by the Committee, neither Cash-Based Awards nor Other Stock-Based Awards may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. Further, except as otherwise provided by the Committee, a Participant’s rights under the Plan, if exercisable, shall be exercisable during his lifetime only by such Participant. With respect to those Cash-Based Awards or Other Stock-Based Awards, if any, that are permitted to be transferred to another individual, references in the Plan to exercise or payment of such Awards by or to the Participant shall be deemed to include, as determined by the Committee, the Participant’s permitted transferee.

Article 11. Performance Measures

The performance goals established by the Committee for the payment or vesting of an Award shall include but not be limited to the following Performance Measures:

(a)

Net earnings or net income (before or after taxes);

(b)

Earnings per share;

(c)

Net sales or revenue growth;

(d)

Net operating profit;

(e)

Return measures (including, but not limited to, return on assets, capital, invested capital, equity, revenue, or sales);

(f)

Cash flow (including, but not limited to, operating cash flow, free cash flow, and cash flow return on equity);

(g)

Earnings before or after taxes, interest, depreciation, and/or amortization;

(h)

Gross or operating margins;

(i)

Productivity ratios;

(j)

Share price (including, but not limited to, growth measures and total stockholder return);

(k)

Expense targets;

(l)

Margins;

(m)

Operating efficiency;

(n)

Market share;

(o)

Profit after capital charge;

(p)

Customer satisfaction; and

(q)

Balance sheet and statement of cash flow measures (including but not limited to, working capital amounts and levels of short and long-term debt).

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Any Performance Measure(s) may be used to measure the performance of the Company and/or its Affiliates as a whole or any business unit of the Company and/or its Affiliates or any combination thereof, for one performance period or averaged over time, as the Committee may deem appropriate, or any of the above Performance Measures as compared to the performance of a group of comparator companies, or published or special index that the Committee, in its sole discretion, deems appropriate, and, may, but need not be, based on a change or an increase or positive result. The Committee also has the authority to provide for accelerated vesting of any Award based on the achievement of performance goals pursuant to the Performance Measures specified in this Article 11 or such other factors as the Committee shall determine.

EvaluationofPerformance. The Committee may provide in any such Award that any evaluation of performance may include or exclude any of the following items: (a) litigation or claim judgments or settlements, (b) the effect of changes in tax laws, accounting principles, or other laws or provisions affecting reported results, (c) foreign exchange gains and losses, (d) Special Items, and (e) Non-Core Items. The Committee may also provide in any such Award (i) that the Company’s effective income tax rate taken into account for purposes of a performance measure be based on a rolling average over more than one taxing period, or (ii) that foreign exchange gains and losses will be measured based on a predetermined foreign exchange rate established when the award is granted.

“Non-CoreItems” means, among other items specified by the Committee, charges incurred or benefits realized that the Company does not believe to be indicative of its core operations, or the Company believes are significant to its current operating results warranting adjustment to U.S. GAAP results, but does not qualify for classification as a Special Item; specifically, such items are considered to be one of the following: (a) acquisition and integration related costs, (b) unrealized mark-to-market gains and losses, (c) gains and losses on sales of non-operating assets, (d) other non-core items, or (d) certain material discrete tax benefits, all of which must be identified as non-GAAP adjustments in the Management’s Discussion and Analysis section of the Company’s Annual Report on Form 10-K. “SpecialItems” means, among other items specified by the Committee, charges incurred or benefits realized that either the Company does not believe to be indicative of its core operations, or it believes are significant to its current operating results warranting separate classification; specifically, such items are considered to be one of the following: (a) infrequent or unusual items; (b) impairment or asset abandonment losses; (c) restructuring charges and other atypical employee-related costs; or (d) fees on termination of significant operating agreements and gains (losses) on disposal of investments, all of which must be identified in the audited financial statements, including footnotes, of the Company’s Annual Report on Form 10-K.

Article 12. [Reserved]

Article 13. Nonemployee Director Awards

All Awards to Nonemployee Directors shall be determined by the Board or Committee. The terms and conditions of any grant to any such Nonemployee Director shall be set forth in an Award Agreement.

Article 14. Dividend Equivalents

Any Participant selected by the Committee may be granted dividends or dividend equivalents based on the dividends declared on Shares that are subject to any Award (other than an Option or Stock Appreciation Right), to be credited as of dividend payment dates, during the period between the date the Award is earned or vested and the date the Award expires, as determined by the Committee. Such dividends or dividend equivalents shall be converted to cash or additional Shares by such formula and at such time and subject to such limitations as may be determined by the Committee. Notwithstanding the foregoing, dividends or dividend equivalents credited in connection with an Award shall be subject to restrictions and risk of forfeiture to the same extent as the Award with respect to which such dividend equivalents have been credited.

Article 15. Beneficiary Designation

Each Participant under the Plan may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under the Plan is to be paid in case of his death before he receives any or all of such benefit. Each such designation shall revoke all prior designations by the same Participant, shall be in a form prescribed by the Committee, and will be effective only when filed by the Participant in writing with the Company during the Participant’s lifetime. In the absence of any such designation, benefits remaining unpaid at the Participant’s death shall be paid to the Participant’s estate.

Article 16. Deferrals

The Committee may permit or require a Participant to defer such Participant’s receipt of the payment of cash or the delivery of Shares that would otherwise be due to such Participant by virtue of the exercise of an Option or SAR, the lapse or waiver of restrictions with respect to Restricted Stock or Restricted Stock Units, or the satisfaction of any requirements or performance goals with respect to Performance Shares, Performance Units, Other Stock-Based Awards, or Cash-Based Awards. If any such deferral election is required or permitted, the Committee shall, in its sole discretion, establish rules and procedures for such deferral consistent with the requirements of Article 23.

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Article 17. Rights of Participants

17.1

Employment. Nothing in the Plan or an Award Agreement shall interfere with or limit in any way the right of the Company and/or its Affiliates to terminate any Participant’s employment or service on the Board or to the Company at any time or for any reason not prohibited by law, nor confer upon any Participant any right to continue his employment or service as a Director or Third-Party Service Provider for any specified period of time.

Neither an Award nor any benefits arising under the Plan shall constitute an employment contract with the Company and/or its Affiliates and, accordingly, subject to Articles 3 and 19, the Plan and the benefits hereunder may be terminated at any time in the sole and exclusive discretion of the Committee without giving rise to any liability on the part of the Company and/or its Affiliates.

17.2

Participation. No individual shall have the right to be selected to receive an Award under the Plan, or, having been so selected, to be selected to receive a future Award.

17.3

RightsasaStockholder. Except as otherwise provided herein, a Participant shall have none of the rights of a stockholder with respect to Shares covered by any Award until the Participant becomes the record holder of such Shares.

Article 18. Change in Control

18.1

ChangeinControloftheCompany. Notwithstanding any other provision of the Plan to the contrary, the provisions of this Article 18 shall apply in the event of a Change in Control, unless the Committee shall determine otherwise in the instrument evidencing the Award or in a written employment, service or other agreement between the Participant and the Company.

Upon a Change in Control, all then-outstanding Options and Stock Appreciation Rights shall become fully vested and exercisable, and all other then-outstanding Awards that are Service Vesting Awards shall vest in full and be free of restrictions, except to the extent that another Award meeting the requirements of Section 18.2 (a “ReplacementAward”) is provided to the Participant pursuant to Section 4.4 to replace such Award (the “ReplacedAward”). The treatment of any other Awards shall be as determined by the Committee and reflected in the applicable Award Agreement.

18.2

ReplacementAwards. An Award shall meet the conditions of this Section 18.2 (and hence qualify as a Replacement Award) if: (a) it has a value at least equal to the value of the Replaced Award; (b) it relates to publicly traded equity securities of the Company or its successor in the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control; and (c) its other terms and conditions are not less favorable to the Participant than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change in Control). Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Replaced Award if the requirements of the preceding sentence are satisfied. The determination of whether the conditions of this Section 18.2 are satisfied shall be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion.

18.3

TerminationofEmployment. Upon a termination of employment or termination of directorship of a Participant occurring in connection with or during the period of two (2) years after such Change in Control, other than for Cause, (a) all Replacement Awards held by the Participant shall become fully vested and (if applicable) exercisable and free of restrictions, and (b) all Options and Stock Appreciation Rights held by the Participant immediately before the termination of employment or termination of directorship that the Participant held as of the date of the Change in Control or that constitute Replacement Awards shall remain exercisable for not less than one (1) year following such termination or until the expiration of the stated term of such Option or SAR, whichever period is shorter; provided, that if the applicable Award Agreement provides for a longer period of exercisability, that provision shall control.

“Termination of employment”, “termination of service”, “termination of directorship”, or words of similar import, as used in the Plan mean, for purposes of any payments under the Plan that are payments of deferred compensation subject to Code Section 409A, the Participant’s “separation from service” as defined in Code Section 409A. For this purpose, a “separation from service” is deemed to occur on the date that the Company, and the Participant reasonably anticipate that the level of bona fide services the Participant would perform for the Company and/or any Affiliates after that date (whether as an employee, director or Third-Party Service Provider) would permanently decrease to a level that, based on the facts and circumstances, would constitute a separation from service; provided that a decrease to a level that is 50% or more of the average level of bona fide services provided over the prior 36 months shall not be a separation from service, and a decrease to a level that is 20% or less of the average level of such bona fide services shall be a separation from service. The Committee retains the right and discretion to specify, and may specify, whether a separation from service occurs for individuals providing services to the Company or an Affiliate immediately prior to an asset purchase transaction in which the Company or an Affiliate is the seller who provide services to a buyer after and in connection with such asset purchase transaction; provided, such specification is made in accordance with the requirements of Treasury Regulation Section 1.409A-1(h)(4).

Article 19. Amendment, Modification, Suspension, and Termination

19.1

Amendment,Modification,Suspension,andTermination. Subject to Section 19.3, the Committee may, at any time and from time to time, alter, amend, modify, suspend, or terminate the Plan and any Award Agreement in whole or in part; provided, however, that no amendment of the Plan shall be made without stockholder approval if stockholder approval is required by law,

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regulation, or stock exchange rule; including, but not limited to, the Exchange Act, the Code, and, if applicable, the NYSE Listed Company Manual/the Nasdaq issuer rules.

19.2

AdjustmentofAwardsUpontheOccurrenceofCertainUnusualorNonrecurringEvents. The Committee may make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events (including, without limitation, the events described in Section 4.4 hereof) affecting the Company or the financial statements of the Company or of changes in applicable laws, regulations, or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent unintended dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan. The determination of the Committee as to the foregoing adjustments, if any, shall be conclusive and binding on Participants under the Plan.

With respect to an Option or SAR, any such substitutions or adjustments shall not be made if it would cause such Option or SAR to be treated as deferred compensation subject to taxes and penalties under Section 409A of the Code.

19.3

AwardsPreviouslyGranted. Notwithstanding any other provision of the Plan to the contrary, no termination, amendment, suspension, or modification of the Plan or an Award Agreement shall adversely affect in any material way any Award previously granted under the Plan, without the written consent of the Participant holding such Award.

Article 20. Withholding

20.1

TaxWithholding. The Company shall have the power and the right to deduct or withhold, or require a Participant to remit to the Company, the statutory amount to satisfy federal, state, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of the Plan.

20.2

ShareWithholding. With respect to withholding required upon the exercise of Options or SARs, upon the lapse of restrictions on Restricted Stock and Restricted Stock Units, or upon the achievement of performance goals related to Performance Shares, or any other taxable event arising as a result of an Award granted hereunder, Participants may elect, subject to the approval of the Committee, to satisfy the withholding requirement, in whole or in part, by having the Company withhold Shares having a Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax that could be imposed on the transaction or such other rate as may be approved by the Committee so long as such withholding does not result in adverse treatment for financial accounting purposes. All such elections shall be irrevocable, made in writing, and signed by the Participant, and shall be subject to any restrictions or limitations that the Committee, in its sole discretion, deems appropriate.

Article 21. Successors

All obligations of the Company under the Plan with respect to Awards granted hereunder shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.

Article 22. General Provisions

22.1

ForfeitureEvents

(a)

The Committee may specify in an Award Agreement that the Participant’s rights, payments, and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture, or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events may include, but shall not be limited to, termination of employment for Cause, termination of the Participant’s provision of services to the Company and/or its Affiliates, violation of material Company and/or Affiliate policies, breach of noncompetition, confidentiality, or other restrictive covenants that may apply to the Participant, or other conduct by the Participant that is detrimental to the business or reputation of the Company and/or its Affiliates.

(b)

If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the securities laws, if the Participant knowingly or grossly negligently engaged in the misconduct, or knowingly or grossly negligently failed to prevent the misconduct, or if the Participant is one of the individuals subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002 (and not otherwise exempted), the Participant shall reimburse the Company the amount of any payment in settlement of an Award earned or accrued during the twelve- (12-) month period following the first public issuance or filing with the United States Securities and Exchange Commission (whichever just occurred) of the financial document embodying such financial reporting requirement.

(c)

All Awards (including Awards that have vested in accordance with the applicable Award Agreement) shall be subject to the Company’s recoupment policy for incentive compensation as approved by the Committee, including any subsequent amendment thereto and any such other policy for “claw-back” of incentive or other compensation as may be approved from time to time by the Board or the Committee, including without limitation, any amendments or other policies which the Company may be required to adopt under the Dodd-Frank Wall Street Reform and Consumer Protection Act and implementing rules and regulations thereunder, or as otherwise required by law.

22.2

Legend. The certificates for Shares may include any legend which the Committee deems appropriate to reflect any restrictions on transfer of such Shares.

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22.3

GenderandNumber. Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine, the plural shall include the singular, and the singular shall include the plural.

22.4

Severability. In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

22.5

RequirementsofLaw. The granting of Awards and the issuance of Shares under the Plan shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

22.6

DeliveryofTitle. The Company shall have no obligation to issue or deliver evidence of title for Shares issued under the Plan prior to:

(a)

Obtaining any approvals from governmental agencies that the Company determines are necessary or advisable; and

(b)

Completion of any registration or other qualification of the Shares under any applicable national or foreign law or ruling of any governmental body that the Company determines to be necessary or advisable.

22.7

InabilitytoObtainAuthority. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.

22.8

InvestmentRepresentations. The Committee may require any individual receiving Shares pursuant to an Award under the Plan to represent and warrant in writing that the individual is acquiring the Shares for investment and without any present intention to sell or distribute such Shares.

22.9

EmployeesBasedOutsideoftheUnitedStates. Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws in other countries in which the Company and/or its Affiliates operate or have Employees, Directors, or Third-Party Service Providers, the Committee, in its sole discretion, shall have the power and authority to:

(a)

Determine which Affiliates shall be covered by the Plan;

(b)

Determine which Employees and/or Directors, or Third-Party Service Providers outside the United States are eligible to participate in the Plan;

(c)

Modify the terms and conditions of any Award granted to Employees and/or Directors or Third-Party Service Providers outside the United States to comply with applicable foreign laws;

(d)

Establish subplans and modify exercise procedures and other terms and procedures, to the extent such actions may be necessary or advisable. Any subplans and modifications to Plan terms and procedures established under this Section 22.9 by the Committee shall be attached to the Plan document as appendices; and

(e)

Take any action, before or after an Award is made, that it deems advisable to obtain approval or comply with any necessary local government regulatory exemptions or approvals.

Notwithstanding the above, the Committee may not take any actions hereunder, and no Awards shall be granted, that would violate applicable law.

22.10

UncertificatedShares. To the extent that the Plan provides for issuance of certificates to reflect the transfer of Shares, the transfer of such Shares may be effected on a noncertificated basis, to the extent not prohibited by applicable law or the rules of any stock exchange.

22.11

UnfundedPlan. Participants shall have no right, title, or interest whatsoever in or to any investments that the Company and/or its Affiliates may make to aid it in meeting its obligations under the Plan. Nothing contained in the Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship between the Company and any Participant, beneficiary, legal representative, or any other individual. To the extent that any individual acquires a right to receive payments from the Company and/or its Affiliates under the Plan, such right shall be no greater than the right of an unsecured general creditor of the Company and/or its Affiliates. All payments to be made hereunder shall be paid from the general funds of the Company and/or its Affiliates, and no special or separate fund shall be established and no segregation of assets shall be made to assure payment of such amounts except as expressly set forth in the Plan.

22.12

NoFractionalShares. No fractional Shares shall be issued or delivered pursuant to the Plan or any Award. The Committee shall determine whether cash, Awards, or other property shall be issued or paid in lieu of fractional Shares or whether such fractional Shares or any rights thereto shall be forfeited or otherwise eliminated.

22.13

RetirementandWelfarePlans. Neither Awards made under the Plan nor Shares or cash paid pursuant to such Awards, may be included as “compensation” for purposes of computing the benefits payable to any Participant under the Company’s, and/or its Affiliates’ retirement plans (both qualified and nonqualified) or welfare benefit plans unless such other plan expressly provides that such compensation shall be taken into account in computing a Participant’s benefit.

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22.14

NonexclusivityofthePlan. The adoption of the Plan shall not be construed as creating any limitations on the power of the Board or Committee to adopt such other compensation arrangements as it may deem desirable for any Participant.

22.15

NoConstraintonCorporateAction. Nothing in the Plan shall be construed to: (a) limit, impair, or otherwise affect the Company’s or its Affiliates’ right or power to make adjustments, reclassifications, reorganizations, or changes of its capital or business structure, or to merge or consolidate, or dissolve, liquidate, sell, or transfer all or any part of its business or assets; or, (b) limit the right or power of the Company and/or its Affiliates to take any action which such entity deems to be necessary or appropriate.

22.16

GoverningLaw. The Plan and each Award Agreement shall be governed by the laws of the State of Delaware, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of the Plan to the substantive law of another jurisdiction. Unless otherwise provided in the Award Agreement, recipients of an Award under the Plan are deemed to submit to the exclusive jurisdiction and venue of the federal or state courts of Wisconsin, to resolve any and all issues that may arise out of or relate to the Plan or any related Award Agreement.

22.17

Indemnification. Subject to requirements of Delaware law, each individual who is or shall have been a member of the Board, or a committee appointed by the Board, or an officer of the Company to whom authority was delegated in accordance with Article 3, shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him in connection with or resulting from any claim, action, suit, or proceeding to which he may be a party or in which he may be involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid by him in settlement thereof, with the Company’s approval, or paid by him in satisfaction of any judgment in any such action, suit, or proceeding against him, provided he shall give the Company an opportunity, at its own expense, to handle and defend the same before he undertakes to handle and defend it on his own behalf, unless such loss, cost, liability, or expense is a result of his own willful misconduct or except as expressly provided by Delaware law.

The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such individuals may be entitled under the Company’s Certificate of Incorporation or Bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.

Article 23. Compliance with Code Section 409A

23.1

AwardsSubjecttoSection409A. The provisions of this Article 23 shall apply to any Award or portion thereof that is or becomes deferred compensation subject to Code Section 409A (a “409A Award”), notwithstanding any provision to the contrary contained in the Plan or the Award Agreement applicable to such Award. The Plan and Awards granted under the Plan are intended to be exempt from or comply with the requirements of Code Section 409A and the Plan and Awards shall be interpreted accordingly. The preceding provision, however, shall not be construed as a guarantee by the Company of any particular tax effect to any Participant under the Plan. The Company shall not be liable to any Participant for any Award that is determined to result in an additional tax, penalty, or interest under Code Section 409A, nor for reporting in good faith any payment made under the Plan as an amount includible in gross income under Code Section 409A. Nothing in the Plan or any Award shall require the Company to provide any Participant with any gross-up for any tax, interest or penalty incurred by the Participant under Code Section 409A.

23.2

Deferraland/orDistributionElections. Except as otherwise permitted or required by Code Section 409A, the following rules shall apply to any deferral and/or elections as to the form of distribution (each, an “Election”) that may be permitted or required by the Committee pursuant to a 409A Award:

(a)

Any Election must be in writing and specify the amount being deferred, and the time and form of distribution as permitted by the Plan.

(b)

Any Election shall become irrevocable as of the deadline specified by the Committee, which shall not be later than December 31 of the year preceding the year in which services relating to the Award commence; provided, however, that if the Award qualifies as “performance-based compensation” for purposes of Code Section 409A and is based on services performed over a period of at least twelve (12) months, then the deadline may be no later than six (6) months prior to the end of such performance period.

(c)

Unless otherwise provided by the Committee, an Election shall continue in effect until a written election to revoke or change such Election is received by the Committee, prior to the last day for making an Election for the subsequent year.

23.3

SubsequentElections. Except as otherwise permitted or required by Code Section 409A, any 409A Award which permits a subsequent Election to further defer the distribution or change the form of distribution shall comply with the following requirements:

(a)

No subsequent Election may take effect until at least twelve (12) months after the date on which the subsequent Election is made;

(b)

Each subsequent Election related to a distribution upon separation from service, a specified time, or a change in control as defined in Section 23.4(e) must result in a delay of the distribution for a period of not less than five (5) years from the date such distribution would otherwise have been made; and

(c)

No subsequent Election related to a distribution to be made at a specified time or pursuant to a fixed schedule shall be made less than twelve (12) months prior to the date the first scheduled payment would otherwise be made.

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23.4

DistributionsPursuanttoDeferralElections. Except as otherwise permitted or required by Code Section 409A, no distribution in settlement of a 409A Award may commence earlier than:

(a)

Separation from service (as defined in Section 18.3 of the Plan);

(b)

The date the Participant becomes Disabled (as defined below);

(c)

The Participant’s death;

(d)

A specified time (or pursuant to a fixed schedule) that is either (i) specified by the Committee upon the grant of the Award and set forth in the Award Agreement or (ii) specified by the Participant in an Election complying with the requirements of Section 23.2 and/or 23.3, as applicable; or

(e)

A change in control within the meaning of Treasury Regulation Section 1.409A-3(i)(5). For avoidance of doubt, this is not the same as the term defined in Section 2.9.

23.5

SixMonthDelay. Notwithstanding anything herein to the contrary, to the extent that distribution of a 409A Award is triggered by a Participant’s separation from service, if the Participant is then a “specified employee” (as defined in Code Section 409A), no distribution may be made before the date which is six (6) months after such Participant’s separation from service, or, if earlier, the date of the Participant’s death.

23.6

Disabled. If a 409A Award provides for distribution upon the Participant’s becoming Disabled, “disabled” shall mean:

(a)

the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or

(b)

the Participant is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Participant’s employer.

Unless the Award Agreement otherwise provides, all distributions payable by reason of a Participant becoming disabled shall be distributed as provided in the Participant’s Election. If the Participant has made no Election with respect to distributions upon becoming Disabled, all such distributions shall be paid in a lump sum within 90 days following the date the Participant becomes Disabled.

23.7

Death. Unless the Award Agreement otherwise provides, if a Participant dies before complete distribution of amounts payable upon settlement of a 409A Award, such undistributed amounts, to the extent vested, shall be distributed as provided in the Participants Election. If the Participant has made no Election with respect to distributions upon death, all such distributions shall be paid in a lump sum within 90 days following the date of the Participant’s death.

23.8

NoAccelerationofDistributions. The Plan does not permit the acceleration of the time or schedule of any distribution under a 409A Award, except as provided by Code Section 409A and/or the Secretary of the U.S. Treasury.

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