Constellation Brands, Inc. Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

Stock-Based Employee Compensation

Stock-Based Employee Compensation

12 Months Ended

Feb. 29, 2024

Share-Based Payment Arrangement [Abstract]

We have two stock-based employee compensation plans (as further discussed below). Total compensation cost recognized for our stock-based awards and income tax benefits related thereto are as follows:


	For the Years Ended
	February 29, 2024		February 28, 2023		February 28, 2022
(in millions)
Total compensation cost recognized in our results of operations	$	63.6	$	68.5	$	44.9
Income tax benefit related thereto recognized in our results of operations	$	9.5	$	8.0	$	6.6

Long-Term Stock Incentive Plan

Under our Long-Term Stock Incentive Plan, nonqualified stock options, restricted stock units, performance share units, and other stock-based awards may be granted to our employees, officers, and directors. The aggregate number of shares of our Class A Stock and Class 1 Stock available for awards under our Long-Term Stock Incentive Plan is 108,000,000 shares.

The exercise price, vesting period, and term of nonqualified stock options granted are established by the committee administering the plan (the “Committee”). The exercise price of any nonqualified stock option may not be less than the fair market value of our Class A Stock on the date of grant. Nonqualified stock options generally vest and become exercisable over a three-year period from the date of grant and expire as established by the Committee, but not later than 10 years after the grant date. Prior to April 2023, nonqualified stock options generally vested and became exercisable over a four-year period from the date of grant.

Grants of restricted stock units, performance share units, and other stock-based awards may contain such vesting periods, terms, conditions, and other requirements as the Committee may establish. Restricted stock unit awards are based on service and generally vest over one to three years from the date of grant. Prior to April 2023, restricted stock unit awards generally vested over one to four years from the date of grant. Performance share unit awards are based on service and the satisfaction of certain performance conditions, and vest over a required employee service period, generally from one to three years from the date of grant, which closely matches the performance period. The performance conditions include the achievement of specified financial or operational performance metrics, or market conditions which require the achievement of specified levels of stockholder return relative to other companies as defined in the applicable performance share unit agreement. The actual number of shares to be awarded upon vesting of a performance share unit award will range between 0% and 200% of the target award, based upon the measure of performance as certified by the Committee.

A summary of stock option activity under our Long-Term Stock Incentive Plan is as follows:


	For the Years Ended
	February 29, 2024			February 28, 2023			February 28, 2022
	Number of Options	Weighted Average Exercise Price		Number of Options	Weighted Average Exercise Price		Number of Options	Weighted Average Exercise Price
Outstanding as of March 1	3,067,962	$	194.47	2,906,342	$	178.62	4,399,807	$	131.89
Granted	151,848	$	226.76	479,758	$	254.00	513,829	$	237.85
Exercised	(584,302)	$	160.41	(264,025)	$	123.55	(1,925,247)	$	86.92
Forfeited	(55,351)	$	225.04	(51,102)	$	218.68	(75,917)	$	192.96
Expired	(15,869)	$	196.57	(3,011)	$	189.32	(6,130)	$	226.46
Outstanding as of last day of February	2,564,288	$	203.47	3,067,962	$	194.47	2,906,342	$	178.62
Exercisable	1,702,984	$	193.68	1,747,884	$	179.30	1,410,693	$	161.53

As of February 29, 2024, the aggregate intrinsic value of our options outstanding and exercisable was $118.1 million and $94.2 million, respectively. In addition, the weighted average remaining contractual life for our options outstanding and exercisable was 6.0 years and 5.2 years, respectively.

The fair value of stock options vested, and the intrinsic value of and tax benefit realized from the exercise of stock options, are as follows:


	For the Years Ended
	February 29, 2024		February 28, 2023		February 28, 2022
(in millions)
Fair value of stock options vested	$	27.3	$	26.9	$	23.9
Intrinsic value of stock options exercised	$	54.6	$	32.6	$	269.1
Tax benefit realized from stock options exercised	$	10.4	$	7.4	$	62.9

The weighted average grant-date fair value of stock options granted and the weighted average inputs used to estimate the fair value on the date of grant using the Black-Scholes option-pricing model are as follows:


	For the Years Ended
	February 29, 2024			February 28, 2023			February 28, 2022
Grant-date fair value	$	64.75		$	73.16		$	59.27
Expected life (1)	5.8 years			6.3 years			6.3 years
Expected volatility (2)	28.8		%	27.6		%	27.8		%
Risk-free interest rate (3)	3.6		%	3.0		%	1.2		%
Expected dividend yield (4)	1.6		%	1.3		%	1.3		%

(1)Based on historical experience of employees’ exercise behavior for similar type awards.

(2)Based primarily on historical volatility levels of our Class A Stock.

(3)Based on the implied yield currently available on U.S. Treasury zero coupon issues with a remaining term equal to the expected life.

(4)Based on the calculated yield on our Class A Stock at date of grant using the current fiscal year projected annualized dividend distribution rate.

A summary of restricted stock unit and performance share unit activity under our Long-Term Stock Incentive Plan is as follows:


	For the Years Ended
	February 29, 2024			February 28, 2023			February 28, 2022
	Number	Weighted Average Grant-Date Fair Value		Number	Weighted Average Grant-Date Fair Value		Number	Weighted Average Grant-Date Fair Value
Restricted Stock Units
Outstanding balance as of March 1, Nonvested	291,859	$	223.75	291,171	$	202.68	311,358	$	183.74
Granted	192,300	$	227.30	128,743	$	252.53	113,686	$	236.19
Vested	(116,937)	$	213.83	(113,541)	$	202.64	(107,626)	$	184.81
Forfeited	(31,608)	$	228.90	(14,514)	$	221.33	(26,247)	$	196.41
Outstanding balance as of last day of February, Nonvested	335,614	$	228.75	291,859	$	223.75	291,171	$	202.68

Performance Share Units
Outstanding balance as of March 1, Nonvested	85,649	$	302.06	86,641	$	268.12	226,463	$	223.85
Granted	67,734	$	238.01	32,976	$	395.55	27,029	$	318.71
Performance achievement (1)	(10,725)	$	202.53	(7,415)	$	316.81	(148,495)	$	210.36
Vested	(21,848)	$	202.53	(21,245)	$	298.25	(12,499)	$	279.67
Forfeited	(10,749)	$	295.07	(5,308)	$	323.44	(5,857)	$	229.81
Outstanding balance as of last day of February, Nonvested	110,061	$	292.78	85,649	$	302.06	86,641	$	268.12

(1)Reflects the net number of awards achieved above (below) target levels based on actual performance measured at the end of the performance period.

The fair value of shares vested for our restricted stock unit and performance share unit awards is as follows:


	For the Years Ended
	February 29, 2024		February 28, 2023		February 28, 2022
(in millions)

Restricted stock units	$	27.0	$	27.9	$	25.8
Performance share units	$	5.0	$	5.2	$	3.0

The weighted average grant-date fair value of performance share units granted with a market condition and the weighted average inputs used to estimate the fair value on the date of grant using the Monte Carlo Simulation model are as follows:


	For the Years Ended
	February 29, 2024			February 28, 2023			February 28, 2022
Grant-date fair value	$	251.63		$	395.47		$	318.71
Grant-date price	$	224.38		$	254.21		$	238.31
Performance period	2.9 years			2.9 years			2.9 years
Expected volatility (1)	23.8		%	32.1		%	35.0		%
Risk-free interest rate (2)	3.8		%	2.8		%	0.3		%
Expected dividend yield (3)	0.0		%	0.0		%	0.0		%

(1)Based primarily on historical volatility levels of our Class A Stock.

(2)Based on the implied yield currently available on U.S. Treasury zero coupon issues with a remaining term equal to the performance period.

(3)No expected dividend yield as units granted earn dividend equivalents.

Employee Stock Purchase Plan

We have an Employee Stock Purchase Plan under which 9,000,000 shares of Class A Stock may be issued. Under the terms of the plan, eligible employees may purchase shares of our Class A Stock through payroll deductions. The purchase price is the lower of 85% of the fair market value of the stock on the first or last day of the purchase period. For the years ended February 29, 2024, February 28, 2023, and February 28, 2022, employees purchased 59,408 shares, 57,284 shares, and 57,738 shares, respectively, under this plan.

Other

As of February 29, 2024, there was $69.9 million of total unrecognized compensation cost related to nonvested stock-based compensation arrangements granted under our stock-based employee compensation plans. This cost is expected to be recognized in our results of operations over a weighted-average period of 1.8 years. With respect to the issuance of shares under any of our stock-based compensation plans, we have the option to issue authorized but unissued shares or treasury shares.