BROWN-FORMAN CORPORATION
Compensation Committee Charter
Purpose: The purpose of the Compensation Committee (the “Committee”) of the Board ofDirectors (the “Board”) of Brown-Forman Corporation (the “Company”) is to assist the Boardin fulfilling its duties relating to the compensation of the Company’s Chief Executive Officer(“CEO”) and other executive officers (collectively, the “Executive Officers”), employees anddirectors, as set forth in this Charter. The Committee endeavors to ensure that thecompensation programs of the Company enable the Company to recruit, retain and motivate
talented, diverse and performance-oriented domestic and international executives, while
supporting organizational objectives and stockholder interests.
Committee Membership: The Committee shall be composed of at least three directors, each ofwhom shall be (a) “independent” as that term is defined by the listing standards of the New
York Stock Exchange; and (b) a “non-employee director” as that term is defined by Rule 16b-3of the Securities Exchange Act of 1934, as amended (the “Act”). In evaluating theindependence of a director who will serve on the Committee, the Board will consider all factors
specifically relevant to determining whether such director has a relationship with the Company
which is material to that director’s ability to be independent from management of the Company
in connection with the duties of a Committee member, including but not limited to (a) thesource of compensation of such director, including any consulting, advisory or othercompensatory fees paid by the Company, and (b) whether such director has an affiliate
relationship with the Company, a subsidiary of the Company, or an affiliate of a subsidiary ofthe Company. The members of the Committee and the Chair shall be appointed by the Board.
The members of the Committee shall serve for such term or terms as the Board may determine
or until earlier resignation or death. The Board may remove any member from the Committee
at any time with or without cause in its discretion.
Meetings: The Committee shall meet as often as it determines is appropriate to carry out its
responsibilities under this Charter, but no fewer than three times each year. The Committee
Chair shall preside at each meeting. In the event the Committee Chair is not present at ameeting, the Committee members present at that meeting shall designate one of its members asthe acting chairperson of such meeting. The Committee is governed by the same rules
regarding meetings (including meetings in person or by telephone or other similar
communications equipment), action without meetings, notice, waiver of notice, and quorum
and voting requirements as are applicable to the Board.
Committee Authority and Responsibilities: The principal responsibilities and authority of theCommittee are listed below.
1.

The Committee has overall responsibility for approving and evaluating allcompensation plans, policies and programs of the Company as they affect theExecutive Officers.

2.

The Committee has the sole authority to determine the compensation and benefitsof the Company’s CEO. The Committee shall annually review and approve
corporate goals and objectives relevant to CEO compensation, evaluate the CEO’s1performance in light of those goals and objectives, and without the presence,
foreknowledge or consent of the CEO, determine and approve the CEO’scompensation based on this evaluation. In determining the incentive componentsof CEO compensation, the Committee may consider a number of factors,
including but not limited to the Company’s performance and relative shareholder
return, the value of similar incentive awards to CEOs at comparable companies,
and the awards given to the CEO in past years.
3.

The Committee also has the authority to review and approve the compensation
and benefits of the Company’s other (non-CEO) Executive Officers and other
employees the Committee deems to be within its purview. The Committee also
has the authority to recommend that the full Board of Directors establish, amend(to the extent such amendments do not constitute fiduciary functions), or
discontinue employee retirement income plans and supplemental non-qualified
retirement income plans in which Executive Officers may participate.

4.

The Committee shall, at least annually, review and approve the annual basesalaries and annual incentive opportunities of the Executive Officers.

5.

The Committee shall, periodically and as appropriate, review and approve thefollowing as they affect the Executive Officers: (a) other incentive awards andopportunities, including both cash-based and equity-based awards andopportunities; (b) employment agreements and severance arrangements; (c)change-in-control provisions affecting any element of compensation and benefits;and (d) special or supplemental compensation and benefits, including
supplemental retirement benefits and perquisites provided during and after
employment.

6.

In establishing compensation for the Executive Officers, the Committee will take
into account several factors, one of which is market competitive compensationlevels for comparable positions.

7.

The Committee will have responsibility for reviewing and selecting anappropriate peer group of companies for purposes of assessing competitivecompensation levels, targeting an appropriate total pay positioning in relation tothis peer group, and monitoring the competitiveness of Executive Officer payagainst this peer group.

8.

The Committee is responsible for reviewing and discussing with management theCompensation Discussion and Analysis (“CD&A”) required to be included in theCompany’s proxy statement and annual report on Form 10-K, and based on such
review and discussion, determining whether to recommend to the Board that theCD&A be so included.

9.

The Committee shall produce the Compensation Committee Report required to beincluded in the Company’s annual proxy statement.
210. The Board has delegated to the Compensation Committee responsibility forassisting the Board in its oversight of risks related to the Company’scompensation policies and practices. The Committee shall periodically conduct a
review of the Company’s compensation programs, policies and practices todetermine whether they create risks that are reasonably likely to have a material
adverse effect on the Company.
11. The Committee shall make and approve equity awards under the Company’sequity incentive plans to all Executive Officers, Board members, and reporting
persons under Section 16 of the Act. The Committee may delegate to theManagement Compensation and Benefits Committee or to one or more officers ofthe Company the authority to make equity awards to other eligible individuals.
Any officer to whom such authority is delegated shall periodically report to theCommittee the grants so made. The Committee retains the right to change orrevoke any delegation at any time.
12. The Committee has the authority to establish stock ownership and/or stock
holding guidelines for Executive Officers and to recommend to the Board stock
ownership and/or stock holding guidelines for Company directors.
13. The Committee shall review and make recommendations to the Board withrespect to policies that allow for the recovery of compensation provided to
Executive Officers in certain situations.
14. The Committee shall review and make recommendations to the Board withrespect to the approval and adoption of all incentive-compensation plans,including equity-based plans.
15. The Committee shall review and make recommendations to the Board withrespect to the compensation and benefits provided to members of the Board.
16. The Committee shall advise the Board on Company proposals to stockholders on
executive compensation matters and on the Board’s response to stockholder
proposals on matters under the Committee’s purview.
Advisors: The Committee, as it deems necessary, shall have the exclusive authority, at theexpense of the Company and without management approval, to retain, compensate, oversee andterminate advisors to assist the Committee in the performance of its duties and to approve anyother terms and conditions of the advisors’ retention. Before selecting a compensation
consultant or other advisor, the Committee will take into account all factors relevant to thatadvisor’s independence from management, including but not limited to the following sixfactors:•the provision of other services to the Company by the advisor’s employer;3•

the amount of fees received from the Company by the advisor’s employer, as apercentage of total revenues of the employer;•the policies and procedures of the advisor’s employer that are designed to prevent
conflicts of interest;•

any business or personal relationship of the advisor with a member of theCommittee;•

any stock of the Company owned by the advisor; and•any business or personal relationship of the advisor or the advisor’s employer
with an Officer of the Company.

Reporting: The Committee shall report its actions to the full Board from time-to-time as theCommittee deems necessary or appropriate. The Committee will maintain minutes or otherwritten records of its meetings and activities.
Annual Review of Charter and Committee Performance Review: The Committee shallannually review and evaluate its own performance. The Committee shall review this Charter at
least annually and recommend any changes to the Board for approval.

January 23, 20244