Philip Whitehead

About Philip Whitehead

Philip M. Whitehead, 47, is President and CEO of Molson Coors EMEA&APAC (effective January 2025). He previously served as Managing Director, Western Europe (Dec 2019–Jan 2025), Managing Director, UK & Ireland (Sep 2016–Dec 2019), Chief Supply Chain Officer for 12 European markets (Oct 2014–Sep 2016), Commercial Director (Jan 2011–Oct 2014), and joined Molson Coors in 2008 as Logistics Director . Compensation and incentives at Molson Coors emphasize pay-for-performance with MCIP tied to Underlying Income Before Income Taxes, Underlying Free Cash Flow (FCF), Underlying Net Sales Revenue (NSR), and People & Planet, and LTIP emphasizing PSUs with a Relative TSR modifier; 2024 enterprise MCIP paid at 97% and the EMEA&APAC unit (the business he now leads) paid at 101% based on 2024 results, while the 2022–2024 PSU cycle achieved maximum TSR and above‑target financials (details below) .

Key performance context (company- and EMEA&APAC-level):

• 2024 enterprise MCIP payout: 97%; EMEA&APAC MCIP payout: 101% .
• 2022–2024 PSU results: Relative TSR 81st percentile (200% of target), Cumulative Underlying Pre‑Tax Income $4,292mm vs $3,906mm target (149%), Cumulative Underlying NSR $34,705mm vs $33,860mm target (150%) .

Past Roles

External Roles

• Not disclosed in the 2025 Proxy for Mr. Whitehead .

Fixed Compensation

• Structure: Base salary used to provide competitive fixed pay; annual targets reviewed each year by the Compensation & HR Committee/Board .
• MCIP target design (role comparator): In 2024, the EMEA&APAC leader role (held then by Sergey Yeskov) had a 90% of salary MCIP target, with basis 75% EMEA&APAC business unit and 25% individual goals; this illustrates the role design that typically applies to the EMEA&APAC head, though Mr. Whitehead’s specific target was not disclosed .

Performance Compensation

Annual MCIP – 2024 Metric Framework and Outcomes

Enterprise (company-wide):

EMEA&APAC business unit (local currency):

Program highlights and weighting summary:

• 2024 MCIP metrics and qualitative scorecard used across enterprise and business units; framework balanced profitability, cash, top‑line, and ESG .

Long-Term Incentives (LTIP) – Structure and Results

LTIP award mix (2024):

PSU framework and realized results (2022–2024 PSU cycle):

Grant mechanics and vesting:

• RSUs granted in 2024 vest on the third anniversary of grant; stock option exercise price equals NYSE closing price on grant date; no timing around MNPI and no off‑cycle grants for NEOs in 2024 .

Equity Ownership & Alignment

Ownership policy and restrictions:

• Executive stock ownership guidelines: CEO 6x salary; Other NEOs 3x; Other Senior Executives 3x; five years to meet; RSUs count; options/PSUs do not. The proxy indicates compliance across categories as of disclosure date .
• Hedging/short sales: Prohibited for directors, executive officers, and employees .
• Pledging: Prohibited absent pre‑approval; insider pledges require Audit Committee approval; Audit Committee evaluates pledging risk and maintains contingency plans; outstanding pledges are disclosed in Beneficial Ownership footnotes .

Beneficial ownership disclosure:

• The proxy itemizes directors/NEOs and “all current directors, director nominees and executive officers as a group” but does not itemize Mr. Whitehead individually (he was not a 2024 NEO and is not a director); thus, his individual share/option holdings and any pledges are not disclosed in the proxy .

Broader stock overhang/market structure:

• Coors family entity ACC has 14.6 million Class B shares pledged (~7.2% of market cap as of record date); Audit Committee assessed these pledges are not reasonably likely to be materially adverse and maintains response plans .
• Share pool: Proposal to increase Incentive Compensation Plan reserve by 5,000,000 shares (subject to shareholder approval) .

Employment Terms

• Clawbacks: (i) Global Incentive Compensation Clawback Policy (Rule 10D‑1 compliant) covering executive officers for restatements, and (ii) Global Clawback Policy for Misconduct (2025) covering all current/former employees, allowing recovery of cash/equity awards for materially injurious misconduct .
• Change-in-control and severance: U.S. NEOs covered by a double‑trigger CIC program; no excise tax gross-ups; participation requires confidentiality and non‑compete covenants; benefits also conditioned on release of claims; U.S. Severance Pay Plan provides additional protection. Applicability to non‑U.S. executives is not specified; Mr. Whitehead’s individual terms are not disclosed .
• Equity practices: No repricing of options without shareholder approval; no dividends on unvested/unearned awards or on options/SARs .

Investment Implications

• Alignment and incentives: Compensation architecture tightly links pay to profitability (Underlying Pre‑Tax Income), cash generation (Underlying FCF), top‑line (Underlying NSR), and relative TSR; the 2024 EMEA&APAC payout (101%) shows variable pay is sensitive to regional performance relevant to Mr. Whitehead’s mandate .
• Ownership discipline: 3x salary ownership requirement for senior executives and strict anti‑hedging/anti‑pledging policies reduce misalignment and hedging/pledging risk; clawbacks (restatement and misconduct) further constrain downside governance risk .
• Retention and vesting pressure: RSUs vest on three‑year schedules and options require appreciation, which support retention; however, Mr. Whitehead’s individual grant sizes, vesting schedules, and severance/CIC terms are not disclosed—limiting precision in assessing personal selling pressure or parachute economics .
• Share supply/dilution and market risk: Proposed 5,000,000‑share plan increase could modestly raise equity overhang for future awards; significant family share pledges exist but are actively overseen by the Audit Committee with contingency plans .
• Governance backdrop: Strong say‑on‑pay support (94.3% in 2024) and use of independent compensation consultant lend credibility to compensation design, aiding investor confidence in the incentive framework Mr. Whitehead operates under .