BROWN-FORMAN CORPORATION
Corporate Governance and Nominating Committee Charter
Purpose: The purpose of the Corporate Governance and Nominating Committee (the“Committee”) of the Board of Directors (the “Board”) of Brown-Forman Corporation (the“Company”) is:i.

to assist the Board in identifying, recruiting and recommending to the Board, fortheir recommendation to stockholders, appropriate candidates to serve as directors;ii.

to lead the work of the Board in succession planning for the Chief ExecutiveOfficer;iii.

to review the Company’s corporate governance principles periodically and apprisethe Board of developments and best practices, taking into account the long-term bestinterests of all of the Company’s stockholders and the Company’s “controlledcompany” status under the New York Stock Exchange rules; andiv.

to oversee the evaluation process of the Board, its committees and management.

In performing its duties for the benefit of all stockholders, the Committee shall pay due attention
to the corporate governance implications of the Brown family’s control of a majority of theCompany’s outstanding voting stock and total equity, including by staying apprised of thefamily’s governance initiatives and by appropriately balancing the governance needs of a publiccompany with those of a family-controlled company.
Committee Membership: The Committee shall be composed of at least five directors, including
the Chair of the Board, the Lead Independent Director, the Chair of the Audit Committee and theChair of the Compensation Committee. At least one member of the Committee shall be a memberof the controlling stockholder family group, and a majority of the Committee members shall be
independent in accordance with the applicable rules of the New York Stock Exchange and theSecurities and Exchange Commission. The members of the Committee and the Chair shall beappointed by the Board. The members of the Committee shall serve for such term or terms as theBoard may determine or until earlier resignation or death. The Board may remove any member ofthe 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 a year. The Committee Chair
shall preside at each meeting. In the event the Committee Chair is not present at a meeting, theCommittee members present at the meeting shall designate one of its members as the acting
chairperson of the 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 applicableto the Board.

1Committee Authority and Responsibilities: The principal responsibilities and authority of theCommittee are to:1.

Lead in identifying, interviewing and recruiting candidates for the Board, consistent
with criteria approved by the Board.

2.

From time to time, review and recommend qualifications, skills, qualities and othercriteria for new directors to the Board for its approval. The criteria may change
depending upon the type of director sought, but all directors will be expected toshare the basic values that characterize the Company. The Committee believes thatthe Board’s membership should reflect a diversity of experience, gender, race,ethnicity, age, religion, nationality, disability, sexual orientation and cultural
background.

3.

Annually present to the Board recommended candidates for election or re-election to
the Board and Board committees and candidates to fill any vacancy or newly createddirectorship.

4.

Periodically recommend the number of directors to serve on the Board.

5.

Oversee and assist, as needed, in the Board’s annual performance and processes
evaluation of the Board, its committees and management.

6.

Periodically review the Company’s corporate governance guidelines(but not less frequently than every three years) and recommend changes
to the Board when appropriate.

7.

Assist the Board in monitoring best practices, developments and issues relating tocorporate governance, in the context of the Company’s stockholder profile and“controlled-company” status for New York Stock Exchange purposes.

8.

Periodically review and make recommendations to the Board on policies for
director retirement and service on multiple public company boards and board
committees.

9.

Oversee orientation program for new directors.

10.

Oversee risks related to succession planning, periodically organize and coordinate
Chief Executive Officer succession planning, and review with the Chief Executive
Officer succession planning for the other most senior management positions of theCompany.

11.

Annually review and oversee the Company’s political activities andcontributions.

12.

Review the Company’s actions in furtherance of its corporate social responsibility,including environmental, social and governance matters, workforce diversity andinclusion matters, and the work of the Brown-Forman Foundation, considering theimpact of the Company on its employees, stockholders and communities.
213.

Oversee risks related to environmental, social and governance matters.

Resources and Ability to Delegate: The Committee, as it deems necessary, shall have theexclusive authority, at the expense of the Company and without management approval, to retain,compensate, oversee, and terminate search firms used to identify director candidates and suchother experts, independent counsel, advisors and consultants as it deems appropriate to assist it infulfilling its responsibilities.
The Committee may delegate tasks and authority to one or more subcommittees or designatedmembers of the Committee as the Committee may deem appropriate.
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 shall annuallyreview and evaluate its own performance. The Committee shall review this Charter at least annuallyand recommend any changes to the Board for approval.

January 23, 20243