BROWN FORMAN CORP
For the period ended Jul 24, 2025. Filed Jun 20, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jul 24, 2025 · Filed Jun 20, 2025
Contents
Compensation Program Elements
Each of the following elements of our compensation program is designed to drive Company performance. We also have benefits, limited perquisites, and limited post-employment benefits plans. We establish key Company business objectives and individual performance objectives and compare performance metrics under long-term equity incentive plans to those of our peers. The Committee annually reviews each primary element of the compensation program, including base salary, short-term cash incentive, and long-term performance-based equity incentive, and considers the positioning of each element as compared to similarly situated executives in the Company’s Compensation Comparator Group and within the labor market.
| PAY ELEMENT | FORM | FISCAL 2025 PROGRAM | OBJECTIVE | ||
|---|---|---|---|---|---|
| Base Salary | Cash | Base salary serves as the primary “fixed” element in the executive compensation program. | Rewards professional experience and performance by providing fixed income to attract and retain executive talent. | ||
| Holiday Bonus | Cash | The holiday bonus is based on an employee’s salary and tenure with Brown-Forman. | A longstanding tradition to reward continued service and show appreciation for our employees during the holidays. | ||
| Short-Term Performance-Based Cash Incentive | Cash | Equally-weighted Company performance metrics of underlying net sales growth and underlying operating income growth (80%). Individual performance metrics (20%). | Incentivizes and rewards attaining short-term corporate objectives and individual contributions to achieving these objectives. | ||
| Long-Term Performance-Based Equity Incentives | PBRSUs (2/3) | The vesting of PBRSUs is subject to Brown-Forman’s 3-year TSR (50%) and adjusted operating income (50%) metrics relative to the S&P 500 Consumer Staples Index. | Emphasizes long-term performance objectives, providing a pay-for-performance structure rewarding executives for TSR objectives and aligning executive and stockholder interests. | ||
| SSARs (1/3) | Value equates to stock price growth above grant price. | ||||
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