Pay vs Performance Disclosure, Table


												Value of Initial Fixed $100
								Average				Investment Based On:
		Summary				Summary		Summary		Average				Peer Group				Adjusted
		Compensation		Compensation		Compensation	Compensation	Compensation		Compensation		Total		Total		Net Income		Net Sales
		Table Total		Actually Paid		Table Total	Actually Paid	Table Total for		Actually Paid to		Shareholder		Shareholder		(loss)		Revenue
		for Former PEO		To Former PEO		for Current PEO	To Current PEO	Non-PEO NEOs		Non-PEO NEOs		Return		Return		(millions)		(millions)
Year		($)⁽¹⁾		($)⁽²⁾		($)⁽¹⁾	($)⁽²⁾	($)⁽³⁾		($)⁽⁴⁾		($)⁽⁵⁾		($)⁽⁶⁾		($)⁽⁷⁾		($)⁽⁸⁾
2025		11,137,548		(1,028,805)		4,134,901	3,014,774	4,130,171		1,609,804		122.07		100.87		(2,180.20)		10,930
2024		11,337,261		9,147,024		—	—	3,369,218		2,968,198		144.25		91.55		1,157.70		11,693
2023		12,210,558		22,572,330		—	—	3,080,070		4,765,744		151.48		109.72		956.40		10,552
2022		9,071,398		8,996,041		—	—	2,475,380		2,460,264		119.05		102.59		(186.5)		9,892
2021		8,234,680		7,453,975		—	—	2,493,751		2,137,489		104.07		102.29		1,008.5		9,407

(1)

The dollar amounts reported are the amounts of total compensation reported for Mr. Hattersley (our former Chief Executive Officer until his retirement) and for Mr. Goyal (our current Chief Executive Officer as of October 1, 2025) for each corresponding year in the “Total” column of the Summary Compensation Table (SCT) in this Proxy Statement. For further information, please refer to the “Executive Compensation – Summary Compensation Table” section of this Proxy Statement.

(2)

The dollar amounts reported represent the amount of “compensation actually paid” (CAP) to Mr. Hattersley and Mr. Goyal, as computed in accordance with Item 402(v). The dollar amounts do not reflect the actual amount of compensation earned, realized or received by Mr. Hattersley or Mr. Goyal during the applicable year. In accordance with the requirements of Item 402(v), the following amounts were deducted from and added to Mr. Hattersley’s or Mr. Goyal’s SCT total compensation for 2025 to determine CAP:

 

Reported Change in

 

Reported Summary

Reported

the Actuarial

Compensation

Compensation Table

Value of

Equity Award

Present Value of

Pension Benefit

Actually Paid to

Total for Former PEO

Equity Awards

Adjustments

Pension Benefits

Adjustments

Former PEO

Year

($)

($)^(a)

($)^(b)

($)^(c)

($)

2025

11,137,548

(9,277,605)

(2,888,748)

—

(1,028,805)

Reported Change in

Reported Summary

Reported

the Actuarial

Compensation

Compensation Table

Value of

Equity Award

Present Value of

Pension Benefit

Actually Paid to

Total for Current PEO

Equity Awards

Adjustments

Pension Benefits

Adjustments

Current PEO

Year

 

($)

 

($)^(a)

 

($)^(b)

 

($)^(d)

 

($)

 

($)

2025

4,134,901

(3,322,198)

2,203,900

(1,829)

—

3,014,774

(a)

The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the SCT.

(b)

The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts added (or deducted, as applicable) in calculating the Equity Award Adjustments in accordance with Rule 402(v) promulgated under Regulation S-K of the Securities Act of 1933 are as follows below.

 

Former PEO

 

Former PEO

 

Former PEO Value of

 

Former PEO

Change in Fair

Fair Value at

Dividends or

Year End Fair

Change in Fair

Former PEO

Value from Prior

the End of the

other Earnings

Value of Equity

Value from Prior

Fair Value as of

Year and through

Prior Year of

Paid on Stock or

Awards Granted

Year End of

Vesting Date of

the Vesting Date

Equity Awards

Option Awards

in the Year and

Outstanding and

Equity Awards

of Equity Awards

that Failed to

not Otherwise

Outstanding and

Unvested Equity

Granted and

Granted in Prior

Meet Vesting

Reflected in Fair

Total Equity

Unvested as of

Awards Granted

Vested in the

Years that Vested

Conditions in

Value or Total

Award

Year End

in Prior Years

Year

in the Year

the Year

Compensation

Adjustments

Year

($)

2025

2,971,253

(7,946,807)

—

1,191,424

—

895,382

(2,888,748)

(c)

The amount included in this column is the amount reported in "Change in Pension and Nonqualified Deferred Compensation" column of the SCT. For 2025, the change in pension value was negative and accordingly was not reflected in the table pursuant to applicable SEC rules.

Current PEO

Current PEO Value of

Current PEO

Change in Fair

Fair Value at

Dividends or

Year End Fair

Change in Fair

Current PEO

Value from Prior

the End of the

other Earnings

Value of Equity

Value from Prior

Fair Value as of

Year and through

Prior Year of

Paid on Stock or

Awards Granted

Year End of

Vesting Date of

the Vesting Date

Equity Awards

Option Awards

in the Year and

Outstanding and

Equity Awards

of Equity Awards

that Failed to

not Otherwise

Outstanding and

Unvested Equity

Granted and

Granted in Prior

Meet Vesting

Reflected in Fair

Total Equity

Unvested as of

Awards Granted

Vested in the

Years that Vested

Conditions in

Value or Total

Award

Year End

in Prior Years

Year

in the Year

the Year

Compensation

Adjustments

Year

($)

2025

2,676,756

(664,191)

—

86,457

—

104,878

2,203,900

(d)

(3)

The dollar amounts reported represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding Mr. Hattersley) in the “Total” column of the SCT in each applicable year. The names of each of the NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2025, Tracey I. Joubert, Michelle St. Jacques, Natalie Maciolek, Darrin Vohs, and Philip Whitehead, for 2023 and 2024, Tracey I. Joubert, Michelle St. Jacques, Natalie Maciolek, and Sergey Yeskov; (ii) for 2022, Tracey I. Joubert, Michelle St. Jacques, Anne-Marie D’Angelo, and Sergey Yeskov; (iii) for 2021, Tracey I. Joubert, Michelle St. Jacques, Peter J. Marino, Simon J. Cox, and E. Lee Reichert; and (iv) for 2020, Tracey I. Joubert, Michelle St. Jacques, Simon J. Cox and E. Lee Reichert.

(4)

The dollar amounts reported represent the average amount of CAP for the NEOs as a group, as computed in accordance with Item 402(v). The dollar amounts do not reflect the actual average amount of compensation earned, realized or received by the NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v), the following adjustments were made to average total compensation for the NEOs as a group for 2024 to determine the CAP:

 

Average Reported

 

Average

 

Summary

Reported Change

Average

Compensation Table

Average Reported

in the Actuarial

Average Pension

Compensation

Total for Non-PEO

Value of Equity

Average Equity

Present Value of

Benefit

Actually Paid to

NEOs

Awards

Award Adjustments

Pension Benefits

Adjustments

Non-PEO NEOs

Year

($)

($)^(a)

($)^(b)

($)^(c)

($)

2025

4,130,171

(2,740,643)

224,335

(4,060)

1,609,804

(a)

The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the SCT.

(b)

The amounts deducted or added in calculating the total average Equity Award Adjustments are as follows:

 

Average Change

 

Average Value of

 

Average Year End

in Fair Value from

Average Fair

Dividends or

Fair Value of

Average Change

Average Fair

Prior Year and

Value at the End

other Earnings

Equity Awards

in Fair Value from

Value as of

through the

of the Prior Year

Paid on Stock or

Granted in the

Prior Year End of

Vesting Date of

of Equity Awards

Option Awards

Year and

Outstanding and

Equity Awards

that Failed to

not Otherwise

Outstanding and

Unvested Equity

Granted and

Granted in Prior

Meet Vesting

Reflected in Fair

Total Average

Unvested as of

Awards Granted

Vested in

Years that Vested

Conditions in

Value or Total

Equity Award

Year End

in Prior Years

the Year

in the Year

the Year

Compensation

Adjustments

Year

($)

2025

1,177,831

(786,733)

138,977

58,499

(501,135)

136,897

224,335

(c)

For 2025, the change in pension value was negative for all except for Ms. Joubert and accordingly was not reflected in the table pursuant to applicable SEC rules.

(5)

Total Shareholder Return is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. TSR is cumulative for the measurement periods beginning on December 31, 2020 and ending on December 31 of each of 2025, 2024, 2023, 2022, and 2021, respectively.

(6)

Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. As permitted by SEC rules, the peer group used for this purpose consists of the following companies: MCBC, Anheuser-Busch Inbev, Carlsberg, Heineken and Asahi, which is the industry peer group used for purposes of Item 201(e) of Regulation S-K. The separate peer group used by the Committee as a modifier metric for our PSU grants consists of the companies in the S&P 500 Index, as described in the “Compensation Discussion and Analysis (CD&A)” section of this Proxy Statement under “PSUs or Performance Equity.” TSR is cumulative for the measurement periods beginning on December 31, 2020 and ending on December 31 of each of 2025, 2024, 2023, 2022, and 2021, respectively.

(7)

The dollar amounts reported represent the amount of net income (loss) reflected in the Company’s audited consolidated statement of operations for the applicable year as included in our Annual Report on Form 10-K.

(8)

Adjusted Net Sales Revenue is a non-GAAP measure and defined as total revenue from sales after excise taxes, adjusted for the non-GAAP adjustment items. While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that this is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to Company performance.

Company Selected Measure Name

Adjusted Net Sales Revenue

Named Executive Officers, Footnote

(1)

(3)

Peer Group Issuers, Footnote

(6)

Adjustment To PEO Compensation, Footnote

 

Reported Change in

 

Reported Summary

Reported

the Actuarial

Compensation

Compensation Table

Value of

Equity Award

Present Value of

Pension Benefit

Actually Paid to

Total for Former PEO

Equity Awards

Adjustments

Pension Benefits

Adjustments

Former PEO

Year

($)

($)^(a)

($)^(b)

($)^(c)

($)

2025

11,137,548

(9,277,605)

(2,888,748)

—

(1,028,805)

Reported Change in

Reported Summary

Reported

the Actuarial

Compensation

Compensation Table

Value of

Equity Award

Present Value of

Pension Benefit

Actually Paid to

Total for Current PEO

Equity Awards

Adjustments

Pension Benefits

Adjustments

Current PEO

Year

 

($)

 

($)^(a)

 

($)^(b)

 

($)^(d)

 

($)

 

($)

2025

4,134,901

(3,322,198)

2,203,900

(1,829)

—

3,014,774

(a)

The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the SCT.

(b)

 

Former PEO

 

Former PEO

 

Former PEO Value of

 

Former PEO

Change in Fair

Fair Value at

Dividends or

Year End Fair

Change in Fair

Former PEO

Value from Prior

the End of the

other Earnings

Value of Equity

Value from Prior

Fair Value as of

Year and through

Prior Year of

Paid on Stock or

Awards Granted

Year End of

Vesting Date of

the Vesting Date

Equity Awards

Option Awards

in the Year and

Outstanding and

Equity Awards

of Equity Awards

that Failed to

not Otherwise

Outstanding and

Unvested Equity

Granted and

Granted in Prior

Meet Vesting

Reflected in Fair

Total Equity

Unvested as of

Awards Granted

Vested in the

Years that Vested

Conditions in

Value or Total

Award

Year End

in Prior Years

Year

in the Year

the Year

Compensation

Adjustments

Year

($)

2025

2,971,253

(7,946,807)

—

1,191,424

—

895,382

(2,888,748)

(c)

Current PEO

Current PEO Value of

Current PEO

Change in Fair

Fair Value at

Dividends or

Year End Fair

Change in Fair

Current PEO

Value from Prior

the End of the

other Earnings

Value of Equity

Value from Prior

Fair Value as of

Year and through

Prior Year of

Paid on Stock or

Awards Granted

Year End of

Vesting Date of

the Vesting Date

Equity Awards

Option Awards

in the Year and

Outstanding and

Equity Awards

of Equity Awards

that Failed to

not Otherwise

Outstanding and

Unvested Equity

Granted and

Granted in Prior

Meet Vesting

Reflected in Fair

Total Equity

Unvested as of

Awards Granted

Vested in the

Years that Vested

Conditions in

Value or Total

Award

Year End

in Prior Years

Year

in the Year

the Year

Compensation

Adjustments

Year

($)

2025

2,676,756

(664,191)

—

86,457

—

104,878

2,203,900

(d)

Non-PEO NEO Average Total Compensation Amount

$ 4,130,171

$ 3,369,218

$ 3,080,070

$ 2,475,380

$ 2,493,751

Non-PEO NEO Average Compensation Actually Paid Amount

$ 1,609,804

2,968,198

4,765,744

2,460,264

2,137,489

Adjustment to Non-PEO NEO Compensation Footnote

 

Average Reported

 

Average

 

Summary

Reported Change

Average

Compensation Table

Average Reported

in the Actuarial

Average Pension

Compensation

Total for Non-PEO

Value of Equity

Average Equity

Present Value of

Benefit

Actually Paid to

NEOs

Awards

Award Adjustments

Pension Benefits

Adjustments

Non-PEO NEOs

Year

($)

($)^(a)

($)^(b)

($)^(c)

($)

2025

4,130,171

(2,740,643)

224,335

(4,060)

1,609,804

(a)

The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the SCT.

(b)

The amounts deducted or added in calculating the total average Equity Award Adjustments are as follows:

 

Average Change

 

Average Value of

 

Average Year End

in Fair Value from

Average Fair

Dividends or

Fair Value of

Average Change

Average Fair

Prior Year and

Value at the End

other Earnings

Equity Awards

in Fair Value from

Value as of

through the

of the Prior Year

Paid on Stock or

Granted in the

Prior Year End of

Vesting Date of

of Equity Awards

Option Awards

Year and

Outstanding and

Equity Awards

that Failed to

not Otherwise

Outstanding and

Unvested Equity

Granted and

Granted in Prior

Meet Vesting

Reflected in Fair

Total Average

Unvested as of

Awards Granted

Vested in

Years that Vested

Conditions in

Value or Total

Equity Award

Year End

in Prior Years

the Year

in the Year

the Year

Compensation

Adjustments

Year

($)

2025

1,177,831

(786,733)

138,977

58,499

(501,135)

136,897

224,335

(c)

For 2025, the change in pension value was negative for all except for Ms. Joubert and accordingly was not reflected in the table pursuant to applicable SEC rules.

Compensation Actually Paid vs. Total Shareholder Return

Compensation Actually Paid vs. Net Income

Compensation Actually Paid vs. Company Selected Measure

Total Shareholder Return Vs Peer Group

Tabular List, Table

Financial Performance Measures

As described in greater detail in the “Compensation Discussion and Analysis (CD&A)” section of this Proxy Statement, the Company’s executive compensation program reflects a pay-for-performance philosophy. The metrics that the Company uses for both our long-term and short-term incentive awards are selected based on an objective of incentivizing our NEOs to increase the value of our enterprise for our shareholders. The most important financial performance measures used by the Company to link executive CAP paid to the Company’s NEOs, for the most recently completed fiscal year, to the Company’s performance are as follows:

●

Relative Total Shareholder Return

●

Underlying Earnings Per Share

●

Underlying Net Sales Revenue

●

Underlying Income Before Income Taxes

●

Underlying Free Cash Flow

Total Shareholder Return Amount

$ 122.07

144.25

151.48

119.05

104.07

Peer Group Total Shareholder Return Amount

100.87

91.55

109.72

102.59

102.29

Net Income (Loss)

$ (2,180,200,000)

$ 1,157,700,000

$ 956,400,000

$ (186,500,000)

$ 1,008,500,000

Company Selected Measure Amount

10,930,000,000

11,693,000,000

10,552,000,000

9,892,000,000

9,407,000,000

PEO Name

Mr. Goyal

Mr. Hattersley

Equity Awards Adjustments, Footnote

 

Former PEO

 

Former PEO

 

Former PEO Value of

 

Former PEO

Change in Fair

Fair Value at

Dividends or

Year End Fair

Change in Fair

Former PEO

Value from Prior

the End of the

other Earnings

Value of Equity

Value from Prior

Fair Value as of

Year and through

Prior Year of

Paid on Stock or

Awards Granted

Year End of

Vesting Date of

the Vesting Date

Equity Awards

Option Awards

in the Year and

Outstanding and

Equity Awards

of Equity Awards

that Failed to

not Otherwise

Outstanding and

Unvested Equity

Granted and

Granted in Prior

Meet Vesting

Reflected in Fair

Total Equity

Unvested as of

Awards Granted

Vested in the

Years that Vested

Conditions in

Value or Total

Award

Year End

in Prior Years

Year

in the Year

the Year

Compensation

Adjustments

Year

($)

2025

2,971,253

(7,946,807)

—

1,191,424

—

895,382

(2,888,748)

Current PEO

Current PEO Value of

Current PEO

Change in Fair

Fair Value at

Dividends or

Year End Fair

Change in Fair

Current PEO

Value from Prior

the End of the

other Earnings

Value of Equity

Value from Prior

Fair Value as of

Year and through

Prior Year of

Paid on Stock or

Awards Granted

Year End of

Vesting Date of

the Vesting Date

Equity Awards

Option Awards

in the Year and

Outstanding and

Equity Awards

of Equity Awards

that Failed to

not Otherwise

Outstanding and

Unvested Equity

Granted and

Granted in Prior

Meet Vesting

Reflected in Fair

Total Equity

Unvested as of

Awards Granted

Vested in the

Years that Vested

Conditions in

Value or Total

Award

Year End

in Prior Years

Year

in the Year

the Year

Compensation

Adjustments

Year

($)

2025

2,676,756

(664,191)

—

86,457

—

104,878

2,203,900

 

Average Change

 

Average Value of

 

Average Year End

in Fair Value from

Average Fair

Dividends or

Fair Value of

Average Change

Average Fair

Prior Year and

Value at the End

other Earnings

Equity Awards

in Fair Value from

Value as of

through the

of the Prior Year

Paid on Stock or

Granted in the

Prior Year End of

Vesting Date of

of Equity Awards

Option Awards

Year and

Outstanding and

Equity Awards

that Failed to

not Otherwise

Outstanding and

Unvested Equity

Granted and

Granted in Prior

Meet Vesting

Reflected in Fair

Total Average

Unvested as of

Awards Granted

Vested in

Years that Vested

Conditions in

Value or Total

Equity Award

Year End

in Prior Years

the Year

in the Year

the Year

Compensation

Adjustments

Year

($)

2025

1,177,831

(786,733)

138,977

58,499

(501,135)

136,897

224,335

Measure:: 1

Relative Total Shareholder Return

Measure:: 2

Underlying Earnings Per Share

Measure:: 3

Non-GAAP Measure Description

Underlying Net Sales Revenue

(8)

Measure:: 4

Underlying Income Before Income Taxes

Measure:: 5

Underlying Free Cash Flow

Gavin D. K. Hattersley

PEO Total Compensation Amount

$ 11,137,548

$ 11,337,261

$ 12,210,558

$ 9,071,398

$ 8,234,680

PEO Actually Paid Compensation Amount

(1,028,805)

$ 9,147,024

$ 22,572,330

$ 8,996,041

$ 7,453,975

Rahul Goyal

PEO Total Compensation Amount

4,134,901

PEO Actually Paid Compensation Amount

3,014,774

PEO | Gavin D. K. Hattersley | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table

PEO | Gavin D. K. Hattersley | Equity Awards Adjustments, Excluding Value Reported in Compensation Table

(9,277,605)

PEO | Gavin D. K. Hattersley | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested

(2,888,748)

PEO | Gavin D. K. Hattersley | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested

2,971,253

PEO | Gavin D. K. Hattersley | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year

(7,946,807)

PEO | Gavin D. K. Hattersley | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year

1,191,424

PEO | Rahul Goyal | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table

895,382

PEO | Rahul Goyal | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table

(1,829)

PEO | Rahul Goyal | Equity Awards Adjustments, Excluding Value Reported in Compensation Table

(3,322,198)

PEO | Rahul Goyal | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested

2,203,900

PEO | Rahul Goyal | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested

2,676,756

PEO | Rahul Goyal | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year

(664,191)

PEO | Rahul Goyal | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year

86,457

Non-PEO NEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table

104,878

Non-PEO NEO | Aggregate Pension Adjustments Service Cost

(4,060)

Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table

Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table

(2,740,643)

Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested

224,335

Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested

1,177,831

Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year

(786,733)

Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year

138,977

Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year

58,499

Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year

(501,135)