Brown–Forman

As originally announced in the Original Report, Ms. Cunningham will be appointed as Chief Financial Officer, effective July 2, 2021. In connection with her appointment, Ms. Cunningham’s compensation will increase, effective July 2, 2021, as follows: annual salary, including holiday bonus, will increase to $598,978; and short-term and long-term incentive compensation opportunities at target will increase to $489,000 and $700,000, respectively. Ms. Cunningham’s long-term incentive compensation opportunity will be allocated among long-term cash and long-term equity options. Details regarding the Company’s executive compensation program are included in the Compensation Discussion and Analysis section of the Company’s definitive proxy statement for the 2020 Annual Meeting of Stockholders filed with the SEC on June 30, 2020.

On April 15, 2021, Brown-Forman Corporation (the “Company”) announced that effective July 1, 2021, Jane C. Morreau, Executive Vice President and Chief Financial Officer, will leave the Company. Ms. Morreau will hand off her duties as Chief Financial Officer to her successor effective July 1, 2021, and will assist with the orderly transition of her responsibilities until her last day at the Company. Following Ms. Morreau’s departure from the Company, Leanne Cunningham, currently Senior Vice President and Shareholder Relations Officer, Global Commercial Finance and Financial, Planning and Analysis will serve as the Company’s Chief Financial Officer, effective July 2, 2021. Ms. Cunningham, age 51, has served as Senior Vice President and Shareholder Relations Officer since August 1, 2019, and has led Global Commercial Finance and Financial Planning and Analysis since August 2020.

On January 22, 2021, George Garvin Brown, IV, a director and Chairman of the Board of Directors (“Board”) of Brown-Forman Corporation (the “Company”), notified the Company of his decision to retire from service on its Board following the completion of his current term. Consequently, Mr. Brown will not stand for re-election to the Board at the 2021 Annual Meeting of Stockholders.

On June 10, 2020, in connection with an internal restructuring, with the overall goal of unlocking growth potential for markets, brands, and people, Brown-Forman Corporation (the “Company”) announced that Thomas Hinrichs will be appointed Senior Vice President, President of Brown-Forman Emerging International and Marshall Farrer will be appointed as Senior Vice President, President of Brown-Forman Europe effective August 1, 2020. Mr. Hinrichs has served as Senior Vice President, International Division since June 2018 and Mr. Farrer has served as Senior Vice President, Managing Director of GTR and Developed APAC Region since June 2018; Mr. Farrer has also served on the Company’s Board of Directors since 2016.

On September 11, 2019, Mark I. McCallum, Executive Vice President, Chief Brands Officer of Brown-Forman Corporation (the "Company") informed the Company of his intention to retire from the Company effective December 31, 2019. Following Mr. McCallum's retirement, Matias Bentel, who currently serves as the Company's Senior Vice President, Managing Director Jack Daniel's Family of Brands, will become Chief Brands Officer of the Company effective January 1, 2020.

On March 28, 2019, the Board of Directors (the “Board”) of Brown-Forman Corporation (the “Company”) appointed Lawson E. Whiting as the Company’s President, effective immediately. Mr. Whiting’s appointment as President is in addition to his existing roles as the Company’s Chief Executive Officer and as a member of the Board. Prior to his appointment as the Company’s Chief Executive Officer on January 1, 2019, Mr. Whiting, 51, had served as the Company’s Executive Vice President and Chief Operating Officer since October 2017. From February 2015 to September 2017, Mr. Whiting served as the Company’s Executive Vice President and Chief Brands and Strategy Officer, and, from 2013 to 2015, he served as the Company’s Senior Vice President and Chief Brand Officer.

On November 15, 2018, the Board of Directors (the "Board") of Brown-Forman Corporation (the "Company") appointed Lawson E. Whiting as a director of the Company, effective immediately. The Board also appointed Mr. Whiting to the Executive Committee of the Board. Mr. Whiting will continue in his role at the Company as Executive Vice President and Chief Operating Officer. As previously announced on May 29, 2018, Mr. Whiting will succeed Paul C. Varga as the Company's Chief Executive Officer, effective January 1, 2019. Following Mr. Varga's retirement as the Company's Chief Executive Officer, Mr. Varga will continue to serve as a member of the Board until the 2019 Annual Meeting of Stockholders. In connection with Mr. Whiting's succession as Chief Executive Officer, on November 14, 2018, the Compensation Committee of the Board approved certain increases in Mr.

On June 20, 2018, Brown-Forman Corporation (the "Company") announced Kelli B. Nelson's appointment as Vice President, Chief Accounting Officer, effective August 1, 2018. Ms. Nelson, 48, will succeed Brian P. Fitzgerald who has been named Treasurer and Director Tax Strategy and Brand Analytics, effective August 1, 2018. Ms. Nelson has served as Vice President and Director Finance NAR since May 2015. Prior to that time, she served as Director NAR Division Finance from November 2013 to May 2015, NAR Business Planning and Analytics Manager from January 2012 to November 2013, and held a series of roles of increasing responsibility since first joining the Company in 1995. In connection with her appointment, Ms.

On May 24, 2018, the Board of Directors (“Board”) of Brown-Forman Corporation (the “Company”) appointed Lawson E. Whiting, currently Executive Vice President and Chief Operating Officer, as the Company’s Chief Executive Officer, effective January 1, 2019. Mr. Whiting will succeed Paul C. Varga who has announced his retirement as Chief Executive Officer after a distinguished 31 years of service to the Company, effective December 31, 2018. Mr. Varga will remain on the Board of Directors of the Company and is expected to stand for re-election at the upcoming Annual Meeting of Stockholders to be held on July 26, 2018. Mr. Whiting, age 49, has served as Executive Vice President and Chief Operating Officer since October 2017.

On May 16, 2018, Brown-Forman Corporation (the “Company”) announced certain leadership changes. In connection with those leadership changes, on May 14, 2018, the Company and Jill A. Jones, the Company’s Executive Vice President and President for North America, CCSA, IMEA, and Global Travel Retail, entered into a Letter Agreement (“Letter Agreement”) that provides for her service to the Company to continue until May 31, 2018, and the following compensatory arrangements. Ms. Jones will receive her salary (including a pro-rated holiday bonus), short- and long-term incentive compensation (with Company performance used as a proxy for her individual performance score), and all Company-paid benefits through May 31, 2018. In addition, the Company will provide Ms. Jones with a $656,185 transition payment paid semi-monthly over the 12 month period commencing June 1, 2018. Ms.

Appointment of Tracy L. Skeans On March 21, 2018, the Board of Directors (the “Board”) of Brown-Forman Corporation (the “Company”) appointed Tracy L. Skeans as a director of the Company. There are no arrangements or understandings between Ms. Skeans with any other persons pursuant to which she was selected as a director. Additionally, there are no transactions involving the Company and Ms. Skeans that the Company would be required to report pursuant to Item 404(a) of Regulation S-K. The Board has appointed Ms. Skeans to the Audit Committee of the Board. Ms. Skeans will be entitled to a prorated portion of the annual compensation paid to the Company’s non-employee directors.

On September 28, 2017, Brown-Forman Corporation (the "Company") announced the promotion of Lawson Whiting to the position of Chief Operating Officer, effective October 1, 2017. Mr. Whiting, 49, has served as Executive Vice President and Chief Brands and Strategy Officer since February 2015. Prior to that time, he served as Senior Vice President and Chief Brands Officer from 2013 to 2015, Senior Vice President and Managing Director for Western Europe from 2011 to 2013, Vice President and Finance Director for Western Europe from 2010 to 2011, and Vice President and Finance Director for North America from 2009 to 2010. Reporting to Mr.

Appointment of Kathleen M. Gutmann On May 24, 2017, the Board of Directors (the “Board”) of Brown-Forman Corporation (the “Company”) appointed Kathleen M. Gutmann as a director of the Company. There are no arrangements or understandings between Ms. Gutmann with any other persons pursuant to which she was selected as a director. Additionally, there are no transactions involving the Company and Ms. Gutmann that the Company would be required to report pursuant to Item 404(a) of Regulation S-K. The Board has not yet determined committee assignments for Ms. Gutmann. Ms. Gutmann will be entitled to a prorated portion of the annual compensation paid to the Company’s non-employee directors.

On July 27, 2016, the Compensation Committee (the "Compensation Committee") of the Board of Directors (the "Board") of Brown-Forman Corporation (the "Company") approved forms of equity award agreements to be used under the Company's 2013 Omnibus Compensation Plan, which are filed as Exhibit 10.1 ( Form of Employee Stock-Settled Stock Appreciation Right Award Agreement ), Exhibit 10.2 ( Form of Performance-Based Restricted Stock Unit Award Agreement (Class A) ) and Exhibit 10.3 ( Form of Performance-Based Restricted Stock Unit Award Agreement (Class B) ) hereto.

Appointment of Campbell P. Brown, Marshall B. Farrer, and Laura L. Frazier On May 26, 2016, the Board of Directors (the “Board”) of Brown-Forman Corporation (“Brown-Forman” or the “Company”) appointed Campbell P. Brown, Marshall B. Farrer, and Laura L. Frazier as directors of the Company. All three are fifth generation descendants of George Garvin Brown, who founded Brown-Forman in 1870. There are no arrangements or understandings between any of Mr. Brown, Mr. Farrer or Ms. Frazier with any other persons pursuant to which they were selected as directors. As described under the heading “Certain Relationships and Related Transactions” on page 58 of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on June 23, 2015 (the “Proxy Statement”), Messrs. Brown and Farrer are employed by the Company. Ms.

On March 31, 2016, James S. Welch, Jr., Vice Chairman and Executive Director of Corporate and Civic Affairs of Brown-Forman Corporation (the "Company"), announced that he will be retiring effective May 31, 2016. Following his retirement as Vice Chairman and Executive Director of Corporate and Civic Affairs, Mr. Welch will continue to serve as member of the Company's Board of Directors. His current term expires at the Company's 2016 annual meeting of stockholders.