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Hamilton Beach Brands Holding Company
Nominating And Corporate Governance Committee Charter

Purposes

The purposes of the Nominating and Corporate Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of Hamilton Beach Brands Holding Company (the “Company”) are to (a) identify individuals qualified to become members of the Board, consistent with criteria approved by the Board, (b) recommend to the Board candidates to fill Board positions, (c) develop and recommend to the Board corporate governance guidelines applicable to the Company and (d) oversee the evaluation of the Board and its members.

Committee Membership

Qualifications. The Committee will be comprised solely of directors of the Company. Each Committee member must satisfy the applicable independence requirements set forth in the rules of the New York Stock Exchange.

Appointment and Removal. The Board will appoint Committee members and will appoint a Chair of the Committee from among the Committee members. Each Committee member and Committee Chair will serve at the pleasure of the Board for such term as the Board may decide or until such Committee member is no longer a member of the Board.

Duties and Responsibilities

The duties and responsibilities of the Committee will include the following:

  • Recommend New Director Candidates to the Board. The Committee will assess the appropriate skills and characteristics required of Board members in the context of the current make-up of the Board and the needs of the Company, identify individuals qualified to become members of the Board, and recommend candidates to fill new or vacant Board positions. In recommending candidates, the Committee will consider such factors as it deems appropriate, consistent with criteria approved by the Board and the Company’s Corporate Governance Guidelines. The Committee will also review the qualifications of, and make recommendations to the Board regarding, director nominations submitted to the Company, and review and evaluate any nominations by stockholders of any candidates to the Board or, to the extent necessary, the right of any stockholder to do so.
  • Evaluate Incumbent Directors and Make Recommendations Regarding Nominations to the Board. The Committee will evaluate and report to the Board whether an incumbent director should continue to serve as a director and recommend nomination for re-election to the Board, as appropriate.
  • Recommend Committee Members and Committee Chairs to the Board. The Committee will recommend to the Board candidates for appointment to the Company’s standing committees and chairs of such committees.
  • Develop Corporate Governance Guidelines. The Committee will develop and recommend to the Board Corporate Governance Guidelines applicable to the Company. At least annually, the Committee will review those guidelines and recommend changes, as appropriate.
  • Oversee Evaluations of the Board’s Effectiveness. The Committee will oversee the evaluation of the Board and its members in accordance with the Company’s Corporate Governance Guidelines.
  • Board Reports. The Committee will report its activities to the Board in such manner and at such times as the Committee or the Board deems appropriate, but in no event less frequently than annually. This report will include the Committee’s assessment of the Board’s performance and procedures.
  • Other Delegated Duties or Responsibilities. The Committee will discharge any other duties or responsibilities delegated to the Committee by the Board from time to time.

Meetings

The Committee will meet in person, telephonically or by any other interactive means as frequently as it deems necessary to carry out its responsibilities under this Charter. The Committee Chair or a majority of the Committee members may call a meeting of the Committee at any time. A majority of the members of the Committee will constitute a quorum at any meeting, and the act of a majority of the members present at a meeting at which a quorum is present will be the act of the Committee, unless a greater number is required by law, the Company’s Certificate of Incorporation or its bylaws. Any Committee member may be excused from a meeting to permit the remaining members of the Committee to act on any matter in which such member’s participation is not appropriate, and such member’s absence will not destroy the quorum for the meeting.

Delegation

Consistent with applicable laws, rules and regulations, the Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to one or more subcommittees of the Committee.

Resources and Authority of the Committee

The Committee will have appropriate resources and authority to discharge its responsibilities, including, without limitation, appropriate funding in such amounts as the Committee deems necessary to compensate any consultants and any independent advisors retained by the Committee. The Committee will have the sole authority to retain and terminate search firms to assist in the identification of director candidates and the sole authority to approve the fees and other retention terms of such search firms. The Committee may also retain independent counsel and other independent advisors to assist it in carrying out its responsibilities.

Annual Review

At least annually, the Committee will (a) review this Charter with the Board and recommend changes to the Board and (b) evaluate its performance against the requirements of this Charter and report the results of such evaluation to the Board. The Committee will conduct its review and evaluation in such manner as it deems appropriate.

Disclosure of Charter

Consistent with the listing standards of the New York Stock Exchange, this Charter shall be included on the Company’s website and shall be available upon request in writing sent to the Secretary of the Company. The Company’s annual report to stockholders shall state that this Charter is available on the Company’s website and is available upon request in writing sent to the Secretary of the Company.