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:
(a) 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);
(b) 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;
(c) 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
(d) 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:
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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 directors.
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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 appropriate. The Committee may also set the compensation levels of
such other employees of the Company Entities as the Committee may determine.
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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 whole.
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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 plans.
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Compensation Clawback Policy. The Committee will
review and make recommendations to the Board regarding the creation or
revision of any clawback policy allowing the Company to recoup compensation
paid to employees.
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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.
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Review Results of “Say on Pay Votes”. The Committee
will review and discuss with management the Company’s engagement with and
responsiveness to the stockholder advisory vote on executive compensation.
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Review Human Capital Strategies. The Committee will
periodically review and provide strategic guidance with respect to the
Company Entities’ human capital strategies and programs, including as they
relate to talent development and retention, and employee engagement.
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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 Report.
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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 Plans. 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.
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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.
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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, but not less than once per year, 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. The Committee may also take any action permitted hereunder by
unanimous written consent. 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.
The Committee may request any officer or employee of the Company or the
Company’s outside legal counsel to attend a meeting of the Committee or to
meet with any members of, or consultants to, the Committee.
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:
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The provision of other services to the Company by the person that employs
the compensation consultant, legal counsel or other adviser;
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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;
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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;
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Any business or personal relationship of the compensation consultant, legal
counsel or other adviser with a member of the Committee;
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Any stock of the Company owned by the compensation consultant, legal counsel
or other adviser; and
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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.
The Committee may retain, or receive advice from, any compensation advisors it
chooses, including advisors that are not independent, after considering the
factors identified above and any other factors the Committee deems to be
relevant to such decision. The Committee is not required to assess the
independence of any compensation consultant or other advisor that acts in a
role limited to (a) consulting on any broad-based plan that does not
discriminate in scope, terms or operation in favor of executive officers or
directors and that is generally available to all salaried employees, or (b)
providing information that is not customized for a particular company or that
is customized based on parameters that are not developed by the consultant or
advisor, and about which the consultant or advisor does not provide advice.
The Committee will evaluate whether any compensation consultant retained or to
be retained by it has any conflict of interest in accordance with Regulation
S-K.
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.
August 2023