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Compensation Committee

Hamilton Beach Brands Holding Company Compensation Committee Charter

Purposes

The purposes of the Compensation and Human Capital Committee (the “Committee”) of the Board of Directors (the “Board”) of Hamilton Beach Brands Holding Company (the “Company” and, together with its subsidiaries, the “Company Entities”) are to provide strategic oversight of, and to oversee the administration of, the Company’s policies, programs and procedures for compensating the Company’s executive officers and directors (and such other employees of the Company Entities as the Committee may determine), as well as to provide oversight of the Company’s policies and practices for developing and investing in the Company Entities’ human capital. For purposes of this Charter, the Company’s “executive officers” shall be the Company’s Section 16 “officers,” as such term is defined under Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended.  Among other things, the Committee has direct responsibility to:

  1. review and approve corporate goals and objectives relevant to the Company’s Chief Executive Officer (the “CEO”) and non-CEO executive officer compensation, evaluate the performance of the CEO and non-CEO executive officers in light of these goals and objectives, and determine and approve the CEO and non-CEO executive officer compensation levels based on this evaluation (plus set the compensation levels of such other employees of the Company Entities as the Committee may determine);
  2. make recommendations to the Board, where appropriate or required, and take other actions with respect to all other compensation matters that are subject to Board approval, including incentive compensation plans and equity-based plans;
  3. provide strategic guidance on the development of human capital strategies and programs that support the Company Entities’ business objectives and promote long-term value creation; and
  4. prepare the Committee’s report, made pursuant to the rules and requirements promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to be included in the Company’s annual proxy statement (the “Compensation Committee Report”).

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 (“NYSE”) (including under the additional independence requirements set forth in the NYSE Listed Company Manual Section 303A.02(a)(ii)), unless the Company qualifies for an exception provided in the NYSE Listed Company Manual Section 303A.00). In addition, no person shall serve as a Committee member who does not satisfy the “non-employee” director standard contained in Rule 16b-3 promulgated under the Exchange Act.

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:

  1. Establish Compensation Policies and Programs. The Committee will establish guidelines for the administration of the Company’s compensation policies and programs for all employees, including senior managers, executive officers and
  2. Performance Evaluation and Compensation. The Committee will review and approve corporate goals and objectives relevant to the compensation of the CEO and the other executive officers of the Company. The Committee will evaluate the performance of the CEO and the other executive officers of the Company in the light of those corporate goals and objectives and set compensation levels for the CEO and the other executive officers of the Company based on those evaluations and any other factors as it deems The Committee may also set the compensation levels of such other employees of the Company Entities as the Committee may determine.
  3. Compensation Risk Analysis. The Committee will consider, at least annually, the extent to which the risks arising from the compensation and practices for the Company’s employees are reasonably likely to have a material adverse effect on the Company as a
  4. Equity-Based Plans. The Committee will make recommendations to the Board with respect to the approval, adoption and amendment of all equity-based plans that are subject to Board approval, including equity-based incentive compensation plans in which any executive officer of the Company participates. The Committee will be responsible for the administration of, or providing for the administration of, all equity-based plans, and will approve all grants of equity-based awards, subject to the terms and conditions of applicable
  5. Review Director Compensation. The Committee will periodically review Director compensation in light of such factors as the Committee may deem appropriate, and will make recommendations to the Board with respect to such compensation.
  6. Review Human Capital Strategies. The Committee will periodically review, and provide strategic guidance with respect to, the Company Entities’ human capital strategies and programs.
  7. Review and Discuss the Company's Compensation Discussion and Analysis. To the extent that the Company is required to provide disclosures under the Compensation Discussion and Analysis (the “CD&A”) section in its proxy statement and provide a Compensation Committee Report, the Committee will review and discuss with management the Company’s disclosures under the CD&A and related executive compensation information, recommend that the CD&A be included in the Company’s proxy statement and incorporated in the Company’s annual report on Form 10-K, and produce the Compensation Committee
  8. Investment Oversight. The Company sponsors two tax-qualified U.S. retirement plans (“Plans”) that are subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). The Committee created the Hamilton Beach Brands Holding Company Retirement Funds Investment Committee (“HRFIC”) to oversee the investment of the Plans’ assets and all other investment-related matters pertaining to the The Committee appoints the members of HRFIC, and monitors, reviews and provides oversight of HRFIC’s actions. The Committee will keep the Board informed regarding the actions of HRFIC.
  9. 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
  10. 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 or, in appropriate cases, to executive officers or senior managers of the Company.

Resources and Authority of the Committee

The Committee, at its discretion, shall have the power to retain and/or obtain advice from one or more compensation consultants, which consultants shall be independent of management and in addition to any consultants that may have been retained by the Company, to assist the Committee in the evaluation of director, CEO and non-CEO executive officer compensation. The Committee will have the sole authority to retain, obtain advice from and/or terminate any such compensation consultants and the sole authority to approve the fees and other retention terms of such compensation consultants. The Committee may also retain independent legal counsel and other advisers to assist it in carrying out its responsibilities. The Committee shall be directly responsible for the oversight of the work of any compensation consultant, independent legal counsel or other adviser retained by the Committee. The Company will provide the Committee appropriate resources to discharge these responsibilities, including, without limitation, appropriate funding, in such amounts as the Committee deems necessary, to compensate any compensation consultants, independent legal counsel and other advisers retained by the Committee.

In selecting, retaining or obtaining the advice of a compensation consultant, legal counsel or other adviser, the Committee will first consider all factors relevant to that person’s independence from management, including the following factors:

  1. The provision of other services to the Company by the person that employs the compensation consultant, legal counsel or other adviser;
  2. The amount of fees received from the Company by the person that employs the compensation consultant, legal counsel or other adviser, as a percentage of the total revenue of the person that employs the compensation consultant, legal counsel or other adviser;
  3. The policies and procedures of the person that employs the compensation consultant, legal counsel or other adviser that are designed to prevent conflicts of interest;
  4. Any business or personal relationship of the compensation consultant, legal counsel or other adviser with a member of the Committee;
  5. Any stock of the Company owned by the compensation consultant, legal counsel or other adviser; and
  6. Any business or personal relationship of the compensation consultant, legal counsel, other adviser or the person employing the adviser with an executive officer of the Company.

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 NYSE, this Charter is included on the Company’s website and is available free of charge 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 free of charge upon request in writing sent to the Secretary of the Company.

February 2022