DEF 14A of Hamilton Beach Brands Holding Co, Apr 4, 2024

DEF 14A of Hamilton Beach Brands Holding Co

Filed Apr 4, 2024 · FY20230001193125-24-086508

Open on EDGAR

  1. Description of Committees

    | • | periodically reviewing director compensation; and |

  2. PROPOSAL 1 - ELECTION OF DIRECTORS

    PROPOSAL 1 - ELECTION OF DIRECTORS

  3. Director Nominee Information

    Director Nominee Information Our Board currently consists of eleven members. The directors will hold office from election until the next annual meeting or until their successors are elected (or, if applicable, until their death, resignation, or removal). All of the nominees presently serve as our directors and were elected at our 2023 annual meeting of stockholders. It is intended that shares represented by proxies in the enclosed form will be voted for the election of the nominees listed below unless contrary instructions are received. We have no reason to believe that any of the nominees will be unable to serve, if elected. However, if an unexpected occurrence should make it necessary, in the judgment of the proxy holders, to substitute some other person for any of the nominees, shares represented by proxies will be voted for such other person as the proxy holders may select. The disclosure below provides biographical information about each director nominee. The disclosure presented is based upon information each director has given us about his or her age, all positions held, principal occupation and business experience for the past five years, and the names of other publicly held companies for which the nominee currently serves as director or has served as director during the past five years. We also highlighted certain notable qualifications and skills that led our Board to conclude that each should serve as a director. We believe that the nomination of each of our director nominees is in the best long-term interests of our stockholders, as each individual possesses the highest personal and professional ethics, integrity and values, and has the judgment, skill, independence and experience required to serve as a member of our Board. Each current director has also demonstrated a strong commitment of service to the Company.

  4. Mark R. Belgya: Age 63; Director Since 2017

    Mark R. Belgya: Age 63; Director Since 2017 Retired Vice Chair and Chief Financial Officer of The J. M. Smucker Company (food and beverage products manufacturer) since September 2020. From prior to 2019 to present, Director of the Fossil Group, Inc. As Vice Chair and Chief Financial Officer of The J. M. Smucker Company, Mr. Belgya was responsible for oversight of the Finance, Internal Audit, Investor Relations, Information Services, Corporate Operations and Supply Chain functions. As a result of his 35 years of experience with The J. M. Smucker Company, Mr. Belgya brings to our Board a comprehensive perspective for developing corporate strategies and managing risks of a major publicly traded corporation.

  5. J.C. Butler, Jr.: Age 63; Director Since 2017

    J.C. Butler, Jr.: Age 63; Director Since 2017 President and Chief Executive Officer of NACCO Industries, Inc. (“NACCO”) (a mining and natural resources company) since prior to 2019. President and Chief Executive Officer of The North American Coal Corporation (NACoal, a wholly owned subsidiary of NACCO) since prior to 2019. Director of Hyster-Yale Materials Handling, Inc. (“Hyster-Yale”) since prior to 2019 and of NACCO since prior to 2019. Director of Midwest AgEnergy Group, a developer and operator of ethanol facilities in North Dakota, from prior to 2019 to 2022. Serves on the board of the National Mining Association and is a member of the Management Committee of the Lignite Energy Council. With over 20 years of service as a member of management at NACCO while we were its wholly owned subsidiary, Mr. Butler has extensive knowledge of our operations and strategies.

  6. Paul D. Furlow: Age 54; Director Since 2019

    Paul D. Furlow: Age 54; Director Since 2019 Co-Founder/Co-President of Dixon Midland Company (a private equity investment firm) since prior to 2019. With over 20 years of experience as the Co-President of a private equity investment firm and member of the Boards of Directors of several of the companies in which his firm holds investments, Mr. Furlow brings to the Board the unique perspective of a professional investor. In addition, Mr. Furlow’s experience as Co-President of an industrial lighting manufacturing company allows him to provide valuable insight to the Board on matters related to operations and strategic planning.

  7. John P. Jumper: Age 79; Director Since 2017

    John P. Jumper: Age 79; Director Since 2017 Retired Director and former Chairman and CEO of Leidos Holdings, Inc. (an applied technology company) and Retired Chief of Staff, United States Air Force. From prior to 2019 to present, Director of NACCO. From prior to 2019 to present, Director of Hyster-Yale. Through his extensive military career, including as the highest-ranking officer in the U.S. Air Force, General Jumper developed valuable and proven leadership and management skills that make him a significant contributor to our Board. General Jumper’s service on the boards of other publicly traded corporations and his experience as Chairman and CEO of two major publicly traded companies allow him to provide valuable insight to the Board on matters of corporate governance and executive compensation policies and practices. In addition, General Jumper brings extensive cybersecurity knowledge and expertise to our Board. His cybersecurity experience includes overseeing the creation of the first information warfare squadron in the U.S. Air Force during his tenure leading the U.S. Air Force and also serving as CEO of Leidos, which is a leading federal cybersecurity contractor for the U.S. Department of Defense, U.S. Department of Homeland Security and United States Intelligence Community including the National Security Agency.

  8. Dennis W. LaBarre: Age 81; Director Since 2017

    Dennis W. LaBarre: Age 81; Director Since 2017 Retired Partner of Jones Day (a law firm). From prior to 2019 to present, Director of Hyster-Yale. From prior to 2019 to present, Director of NACCO. Mr. LaBarre is a lawyer with broad experience counseling boards and senior management of publicly traded and private corporations regarding corporate governance, compliance and other domestic and international business and transactional issues. In addition, he was a member of senior management of a major international law firm for more than 30 years. These experiences enable him to provide our Board with an expansive view of the legal and business issues pertinent to the Company, which is further enhanced by his extensive knowledge of us as a result of his many years of service on the NACCO Board and through his involvement with its committees.

  9. Michael S. Miller: Age 72; Director Since 2017

    Michael S. Miller: Age 72; Director Since 2017 Retired Managing Director of The Vanguard Group (“Vanguard”) (a registered investment advisor). From prior to 2019 through 2022, Director of Vanguard’s Irish-domiciled funds and management company. From prior to 2019 to present, Director of NACCO. From March 2021 to present, Board Trustee of Vanguard Charitable. Mr. Miller’s qualifications to serve on our Board include his experience in senior management of a major financial services and investment management company, his experience as a partner of a major law firm, and his service on the boards of many academic and civic institutions. Mr. Miller provides our Board with financial, legal, compliance/risk management and strategic planning expertise gained through his careers in finance and law and his service on the audit committees of Vanguard’s Irish-domiciled funds and management company and, prior to his retirement, various audit committees of Vanguard’s affiliated companies.

  10. Alfred M. Rankin, Jr.: Age 82; Director Since 2017

    Alfred M. Rankin, Jr.: Age 82; Director Since 2017 Non-Executive Chairman of the Company and its principal subsidiary, Hamilton Beach Brands, Inc. From May 2023 to present, Executive Chairman of the Board of Directors of Hyster-Yale. From prior to 2019 to May 2023, Chairman and Chief Executive Officer of Hyster-Yale and Chairman of Hyster Yale Group. From prior to 2019 to February 2021, President of Hyster-Yale. From prior to 2019 to present, Non-Executive Chairman of NACCO and, from prior to 2019 to present, Non-Executive Chairman of NACCO’s principal subsidiary, North American Coal Corporation. In over 45 years of service as a Director of NACCO, our former parent company, and as a Senior Manager at NACCO, Mr. A. Rankin has amassed extensive knowledge of all of our strategies and operations. In addition to his extensive knowledge of the Company, he also brings to our Board unique insights resulting from his service on the boards of other publicly traded corporations and the Federal Reserve Bank of Cleveland. Mr. A. Rankin is also the grandson of the founder of NACCO and additionally brings the perspective of a long-term stockholder to our Board.

  11. Thomas T. Rankin: Age 76; Director Since 2017

    Thomas T. Rankin: Age 76; Director Since 2017 Retired Owner and President of Cross Country Marketing (a private food brokerage firm). Mr. T. Rankin has also served, in recent years, as a Director of our principal subsidiary, Hamilton Beach Brands, Inc. Mr. T. Rankin is the grandson of the founder of NACCO Industries and brings the perspective of a long-term stockholder to our Board.

  12. James A. Ratner: Age 79; Director Since 2017

    James A. Ratner: Age 79; Director Since 2017 Partner of RMS Investment Group, LLC (a real estate investment company). Prior to 2019, Non-Executive Chairman of Forest City Realty Trust, Inc. and Executive Vice President of Forest City Realty Trust, Inc. Mr. Ratner’s experience as Chairman and in senior management of a major publicly traded company provides our Board with valuable insight into corporate governance and strategy.

  13. Gregory H. Trepp: Age 62; Director Since 2017

    Gregory H. Trepp: Age 62; Director Since 2017 Director and Chief Executive Officer of Hamilton Beach Brands Holding Company from February 2024. Director, President and Chief Executive Officer of Hamilton Beach Brands Holding Company from prior to 2019 to February 2024. With over 20 years of service in the Company’s senior management, including as the President and CEO, Mr. Trepp has extensive knowledge of the operations and strategies of our businesses and our industry.

  14. Clara R. Williams: Age 53; Director Since 2020

    Clara R. Williams: Age 53; Director Since 2020 President and founder of the Clara Williams Company (a jewelry manufacturing, marketing, and distribution company) since 2002. Director of the Company’s principal subsidiary, Hamilton Beach Brands, Inc., from prior to 2019 to present. Prior to founding the Clara Williams Company, Ms. Williams held senior level positions in sales, marketing and business development with several large technology companies. Ms. Williams has considerable knowledge of our operations and strategies as a result of her service as a director of the Company’s principal subsidiary. As a graduate of Harvard Business School, Ms. Williams’ extensive business experience allows her to provide our Board with valuable insight on matters related to our marketing, sales and operations strategies.

  15. Director Compensation

    Director Compensation The following table sets forth all compensation each director received for their 2023 service as a director of the Company and as a director of our principal subsidiary, other than Gregory H. Trepp. In addition to serving as a director, during 2023, Mr. Trepp also served as President and CEO of the Company. Mr. Trepp did not receive any compensation for service as a director. His compensation for service as CEO is shown on the Summary Compensation Table.

  16. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  17. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Mark R. Belgya | $83,025 | $114,860 | $8,664 | $206,548 | | J.C. Butler, Jr. | $75,025 | $114,860 | $6,390 | $196,275 | | Paul D. Furlow | $83,025 | $114,860 | $8,664 | $206,548 | | John P. Jumper | $83,025 | $114,860 | $6,390 | $204,275 | | Dennis W. LaBarre | $108,025 | $114,860 | $8,664 | $231,548 | | Michael S. Miller | $103,025 | $114,860 | $6,390 | $224,275 | | Alfred M. Rankin, Jr. (4) | $120,026 | $156,635 | $506,390 | $783,051 | | Thomas T. Rankin | $65,025 | $114,860 | $3,664 | $183,548 | | James A. Ratner | $98,025 | $114,860 | $8,664 | $221,548 | | Clara R. Williams | $70,025 | $114,860 | $9,171 | $194,056 |

  18. DIRECTOR COMPENSATION

    | (1) Amounts in this column reflect the annual retainers and other fees earned by the directors in 2023 and paid in cash. They also include payment for fractional shares of Class A Common that were paid under the Hamilton Beach Brands Holding Company Non-Employee Directors’ Equity Compensation Plan, referred to as the “Non-Employee Directors Plan,” described below. |

  19. DIRECTOR COMPENSATION

    | (2) Under the Non-Employee Directors Plan, the directors are required to receive a portion of their annual retainer in shares of Class A Common (the “Mandatory Shares”). They are also permitted to elect to receive all or part of the remainder of the retainers in the form of shares of Class A Common (the “Voluntary Shares”). Amounts in this column reflect the aggregate grant date fair value of the Mandatory Shares that were granted to directors under the Non-Employee Directors Plan, determined pursuant to Financial Accounting Standards Board Accounting Standards Codification Topic 718, referred to as “FASB ASC Topic 718.” No Voluntary Shares were granted to directors for 2023. See Note 1 to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 for more information regarding the accounting treatment for our equity awards. All Mandatory Shares and Voluntary Shares are immediately vested when granted. Therefore, no equity awards remained outstanding at the end of the fiscal year ended December 31, 2023. |

  20. DIRECTOR COMPENSATION

    | (3) The amount listed includes: (a) Company-paid life insurance premiums; (b) Company-paid premiums for accidental death and dismemberment insurance for the director and his or her spouse; and (c) with the exception of Messrs. Butler, Jumper, Miller and Alfred Rankin, personal excess liability insurance for the directors and immediate family members. The amount listed also includes charitable contributions made in our name on behalf of the director and the director’s spouse under our matching charitable gift program in the amount of $5,000 for each director (other than Mr. Thomas T. Rankin). The amount listed for Mr. Alfred M. Rankin, Jr. includes $500,000 for compensation received pursuant to his consulting arrangement with the Company as described in Note (4) below. |

  21. DIRECTOR COMPENSATION

    | (4) Mr. Alfred M. Rankin, Jr. retired from his position as the Executive Chairman of the Company effective December 31, 2018 and became the Non-Executive Chairman of the Board effective January 1, 2019. Mr. Rankin and the Company entered into a consulting agreement pursuant to which Mr. Rankin receives a monthly consulting fee of $41,666.67. The consulting agreement is a one-year agreement that began on January 1, 2019 and automatically renews for successive one-year periods unless either party provides written notice of the non-renewal at least thirty days prior to the expiration of the then current term. This agreement renewed on January 1, 2023 and last renewed on January 1, 2024. Our Audit Review Committee and Compensation and Human Capital Committee formally reviewed Mr. Rankin’s consulting agreement and the services provided thereunder and approved the renewal of the consulting agreement for 2023 and 2024. |

  22. Additional Information Relating to the Director Compensation Table

    Additional Information Relating to the Director Compensation Table The compensation program for non-employee directors is established by the Compensation and Human Capital Committee based on recommendations made by Korn Ferry, an independent compensation consultant. Korn Ferry performs an in-depth evaluation of our director compensation program on a triennial basis, which evaluation last occurred in August 2023, and performs interim reviews annually. Korn Ferry utilizes the National Association of Corporate Directors’ survey of director compensation, which survey contains data for 1,400 companies in 24 industries and focuses on small companies with $500 million to $1 billion in annual revenues. In connection with its review of our director compensation program, Korn Ferry also reviews the compensation structure for our Non-Executive Chairman, which includes an annual retainer of $250,000 to serve as the Non-Executive Chairman and $500,000 for consulting services that are in addition to the responsibilities of Non-Executive Chairman of the Board. Mr. Rankin has extensive executive management experience, including long-tenured service as a public company CEO, and provides valuable advice and insight regarding the Company’s development and implementation of its strategic priorities and risk management programs. Based on Korn Ferry’s most recent review of Mr. Rankin’s total compensation, the Compensation and Human Capital Committee has determined that Mr. Rankin’s compensation is reasonable for his duties and responsibilities and the services he provides and, therefore, made no change for 2023. Under the 2023 non-employee director compensation program, each non-employee director, except the Non-Executive Chairman of the Board, was entitled to receive the following compensation in 2023 for service on our Board and on our subsidiaries’ boards of directors:

  23. Additional Information Relating to the Director Compensation Table

    | Type of Compensation | Amount | | Annual Board Retainer: | $175,000 ($110,000 of which is required to be paid in transfer-restricted shares of Class A Common) | | Annual Committee Retainer: | $8,000 Audit Review Committee member; $5,000 for members of the other Board Committees except the Executive Committee; $0 for the Executive Committee | | Committee Chairman Retainer: | $20,000 Audit Review Committee Chairman; $15,000 Compensation and Human Capital Committee Chairman; $10,000 for Chairman of other Board Committees except the Executive Committee; $0 for the Executive Committee Chairman | | Annual Retainer for Service on a Subsidiary Board of Directors: | $20,000 ($0 for directors who also serve as a director of the Company) |

  24. Additional Information Relating to the Director Compensation Table

    As the Non-Executive Chairman of the Board, Mr. Alfred M. Rankin, Jr. was entitled to receive an annual retainer of $250,000 ($150,000 of which is required to be paid in transfer-restricted shares of Class A Common). Mr. Rankin was also entitled to receive $5,000 per committee for his service on the Charitable Contributions Committee and the Planning Advisory Committee, and $10,000 for his service as Chair of the Planning Advisory Committee. The retainers for all of the directors are paid quarterly in arrears. No meeting fees are paid, but each director is also reimbursed for expenses incurred as a result of attendance at meetings. Under the Non-Employee Directors Plan, each non-employee director receives shares of Class A Common that are subject to restrictions generally prohibiting transfer of such shares for a period of 10 years, with any fractional shares paid in cash. The number of shares of Class A Common issued to a director is determined by the following formula: the dollar value of the quarterly installment of the portion of the retainer that is required to be paid in transfer-restricted shares of Class A Common divided by the average closing price of shares of Class A Common on the NYSE at the end of each week during such quarter. These shares are fully vested on the date of issue, and the director is entitled to all rights of a stockholder, including the right to vote and receive dividends. However, as previously mentioned, the directors are generally required to hold the shares for a period of up to 10 years from the last day of the calendar quarter for which the shares were earned and, during that ten-year holding period, the shares cannot be assigned, pledged, hypothecated or otherwise transferred except by will or by laws of descent and distribution, in the event of divorce pursuant to a qualified domestic relations order or to a trust or partnership for the benefit of the director or his or her spouse, children or grandchildren. The transfer restrictions lapse earlier in the event of:

  25. Additional Information Relating to the Director Compensation Table

    | • | death, cessation of service due to permanent disability or five years from the date the director is no longer on the Board; |

  26. Additional Information Relating to the Director Compensation Table

    | • | the date that a director is both no longer a member of our Board and has reached age 70; or |

  27. Additional Information Relating to the Director Compensation Table

    | • | at such other time as determined by the Board in its sole discretion. |

  28. Additional Information Relating to the Director Compensation Table

    In addition, each director may elect to receive Class A Common in lieu of cash for up to 100% of the balance of the retainer. These Voluntary Shares are not subject to the foregoing restrictions. Under the Non-Employee Directors Plan, no director may receive more than 30,000 shares of Class A Common in any calendar year. No Voluntary Shares were granted to directors for 2023. Each director also received (1) $50,000 in Company-paid life insurance; (2) Company-paid accidental death and dismemberment insurance for the director and spouse; (3) reimbursement of insurance premiums for personal excess liability insurance for specified directors; and (4) $5,000 in matching charitable contributions for participating directors.

  29. Pay for Performance

    | What We Do | What We Do NOT Do | | Equity compensation awards for NEOs generally must be held for 10 years (equity awards cannot be pledged, hedged, or transferred during this time) | We do not provide our NEOs with employment agreements | | We provide limited change-in-control protections for all employees that (1) accelerate the time of payment of previously vested incentive benefits and non-qualified retirement benefits and (2) provide for pro-rata target incentive payments for the year of any change-in-control | We do not provide our NEOs with individual change-in-control agreements | | We typically set our target compensation at the 50th percentile of our chosen benchmark and deliver compensation above or below this level based on performance | We do not provide our NEOs with any minimum or guaranteed bonuses | | We use an independent compensation consultant | We do not take into account our long-term awards when determining retirement benefits | | We provide a modest level of perquisites to NEOs (paid in cash) that are determined based on market reasonableness | We do not have active defined benefit plans and only gave our NEOs credit for time worked under our frozen pension plan |

  30. Compensation Consultant

    Compensation Consultant The Compensation and Human Capital Committee receives assistance and advice from Korn Ferry, an internationally recognized compensation consulting firm. The Compensation and Human Capital Committee directly engaged Korn Ferry, and Korn Ferry reports to the Compensation and Human Capital Committee. Korn Ferry also provides advice to and discusses compensation issues directly with management. Korn Ferry makes recommendations regarding substantially all aspects of compensation for our directors and senior management employees, including the NEOs. Korn Ferry, however, does not design the Company’s compensation programs. For 2023, Korn Ferry was engaged, in general, to make recommendations regarding:

  31. Compensation Consultant

    | • | Director compensation levels; |

  32. Compensation Consultant

    | • | Salary midpoints, incentive compensation targets (calculated as a percentage of salary midpoint), and total target compensation for senior management positions; |

  33. Compensation Consultant

    | • | Salary point levels, salary midpoints, and incentive targets for new senior management positions and/or changes to current senior management positions; and |

  34. Compensation Consultant

    | • | Salary midpoints and/or range movement for all other employee positions. |

  35. Compensation Consultant

    All salary point recommendations are determined through consistent application of the Korn Ferry salary point methodology, which is a proprietary method that takes into account the know-how, problem solving and accountability requirements of the position. A Korn Ferry representative attended one of the Compensation and Human Capital Committee meetings in 2023 and, during that meeting, consulted with the Compensation and Human Capital Committee in executive session without management present. Korn Ferry also provided limited non-executive compensation consulting services to the Company in 2023. The Compensation and Human Capital Committee assessed the independence of Korn Ferry and considered all relevant factors, including the six factors set forth in Rule 10C-1(b)(4)(i)-(vi) under the Exchange Act, that could give rise to a potential conflict of interest with respect to Korn Ferry. Based on this review, we are not aware of any conflict of interest that has been raised by Korn Ferry’s services. Korn Ferry’s General Industrials Survey — Salary Midpoint For 2023, Korn Ferry used its proprietary General Industrials Survey as the basis for recommendations concerning total target compensation for our senior management employees, including the NEOs. The General Industrials Survey contains data from a broad group of domestic industrial organizations, ranging in size from approximately $500 million to $1 billion in annual revenue, which reflects the Company’s size. We did not select the entities that comprise this Survey group, and the component entities’ identities were not a material factor in this analysis. The Compensation and Human Capital Committee chose this Survey as its benchmark because it provides relevant information regarding compensation paid to employees with similar skill sets used in our industry and represents the talent pool from which we recruit. In addition, the use of a broad-based Survey reduces volatility and lessens the impact of cyclical upswings or downturns in any one industry that could otherwise skew the Survey results in any particular year. The Survey provides a competitive framework for recruiting employees from outside our industry. Using its proprietary salary midpoint methodology, Korn Ferry compares positions of similar scope and complexity with the data contained in the General Industrials Survey. Korn Ferry then derives a median salary level for each salary point level targeted at the 50th percentile of the General Industrials Survey (the “salary midpoint”). The Compensation and Human Capital Committee typically sets target compensation levels at the salary midpoint determined by Korn Ferry because it believes the use of salary midpoints (1) helps ensure our compensation program provides sufficient compensation to attract and retain talented executives and (2) maintains internal pay equity, without overcompensating our employees. Because salary midpoints are based on each salary point level, all employees at a particular salary point level generally have the same salary midpoint. The salary midpoint provided by Korn Ferry then is used to calculate the total target compensation of senior management, including the NEOs.

  36. Compensation Policy, Objectives, and Methodology

    | • | make management long-term stakeholders in the Company; |

  37. Compensation Policy, Objectives, and Methodology

    | • | short-term incentive target dollar amount (determined by multiplying the salary midpoint by a specified percentage of that midpoint, as determined by the Compensation and Human Capital Committee, with advice from Korn Ferry, for each salary grade); |

  38. Compensation Policy, Objectives, and Methodology

    | • | long-term incentive target dollar amount (determined in the same manner as the short-term incentive target); |

  39. TOTAL TARGET COMPENSATION FOR 2023

    | Named Executive Officers | (A) Salary Midpoint ($)(%) | | (B) Cash in Lieu of Perquisites ($)(%)(1) | | (C) Short-Term Plan Target ($)(%) | | (D) Long-Term Plan Target ($)(%)(2) | | (A)+ (B)+ (C)+ (D) Target Total Compensation ($) | | Gregory H. Trepp | $852,700 | 26.4% | $34,992 | 1.1% | $767,430 | 23.8% | $1,568,968 | 48.7% | $3,224,090 | | R. Scott Tidey | $525,100 | 40.8% | $19,992 | 1.6% | $288,805 | 22.4% | $452,899 | 35.2% | $1,286,796 | | Lawrence K. Workman, Jr. | $373,100 | 48.4% | $15,996 | 2.1% | $167,895 | 21.8% | $214,533 | 27.8% | $771,524 |

  40. TOTAL TARGET COMPENSATION FOR 2023

    | (2) The amounts shown include a 15% increase from the Korn Ferry-recommended long-term incentive target award that the Compensation and Human Capital Committee applies to account for the immediately taxable nature of awards under the Hamilton Beach Brands Holding Company Executive Long-Term Equity Incentive Plan (“Long-Term Equity Plan”). |

  41. Incentive Compensation

    | • | Targets Based on Long-Term Goals. Other performance targets are not based on the 2023 AOP. Rather, they are based on long-term goals established by the Compensation and Human Capital Committee. Because these targets are not based on the AOP, it is possible in any given year that the level of actual performance may be above or below the specified performance target for that year. The performance targets under the Long-Term Equity Plan are examples of targets that are based on long-term corporate objectives. These targets represent performance that the Compensation and Human Capital Committee believes the Company should deliver over the long-term, not the performance that is expected in the current year or the near term. |

  42. Incentive Compensation

    | • | For 2023, the maximum awards under the Short-Term Plan could not exceed 150% of the target award level (or $2,500,000 per participant per year). The dollar-denominated awards under the Long-Term Equity Plan could not exceed 150% of the target award level (or the greater of $12,000,000 and the fair market value of 500,000 shares of Class A Common, determined at the time of payment, per participant per year). |

  43. Incentive Compensation

    | • | Short-Term Plan awards are paid annually in cash. Long-Term Equity Plan awards are paid annually in a combination of cash and transfer-restricted shares of Class A Common. Shares issued to NEOs under the Long-Term Equity Plan are subject to a ten-year holding period to provide an incentive over the ten-year period to increase the value of the Company, which in turn increases the value of the stock awards. |

  44. Short-Term Incentive Compensation

    Short-Term Incentive Compensation Depending on the NEO’s position, the Short-Term Plan was designed to provide target short-term incentive compensation from 45% to 90% of each NEO’s 2023 salary midpoint. The following table shows the short-term target awards and payouts approved by the Compensation and Human Capital Committee for each NEO for 2023:

  45. TARGET SHORT-TERM COMPENSATION FOR 2023

    TARGET SHORT-TERM COMPENSATION FOR 2023

  46. TARGET SHORT-TERM COMPENSATION FOR 2023

    | Named Executive Officer | (A) 2023 Salary Midpoint | (B) Short- Term Plan Target as a % of Salary Midpoint | (C) = (A) x (B) Short-Term Plan Target ($) | (D) Short- Term Plan Payout as % of Target (%) | (E)= (C) x (D) Short-Term Plan Payout ($) | | Gregory H. Trepp | $852,700 | 90% | $767,430 | 106.2% | $815,011 | | R. Scott Tidey | $525,100 | 55% | $288,805 | 106.2% | $306,711 | | Lawrence K. Workman, Jr. | $373,100 | 45% | $167,895 | 106.2% | $178,304 |

  47. TARGET SHORT-TERM COMPENSATION FOR 2023

    The following table shows the performance criteria established by the Compensation and Human Capital Committee to determine the final incentive compensation payments for 2023 under the Short-Term Plan:

  48. TARGET SHORT-TERM COMPENSATION FOR 2023

    | Performance Criteria | (A) Weighting | Performance Target | Performance Result | (B) Achievement Percentage | (A) x (B) Payout Percentage | | Adjusted ROTCE (1) | 30% | 12.5% | 15.5% | 125.0% | 37.5% | | Adjusted Net Sales | 40% | $643,444,070 | $625,624,757 | 93.1% | 37.2% | | Adjusted Operating Profit (2) | 30% | $36,358,614 | $37,431,855 | 104.9% | 31.5% | | Final Payout Percentage (3) | | | | | 106.2% |

  49. TARGET SHORT-TERM COMPENSATION FOR 2023

    | (1) ROTCE is defined in the Short-Term Plan as (a) Earnings Before Interest After-Tax after adjustments divided by (b) Average Total Capital Employed after adjustments. Earnings Before Interest After-Tax is the sum of net income from continuing operations plus after-tax net interest expense. Average Total Capital Employed is equal to (x) the sum of Average Debt and Average Stockholders’ Equity less (y) Average Cash. Average Debt, Average Stockholders’ Equity and Average Cash are calculated taking the sum of the balance at the start of the year and the balance at the end of each of the next twelve months divided by thirteen. The following amounts show the adjusted 2023 ROTCE for purposes of determining 2023 Short-Term Plan payouts: |

  50. TARGET SHORT-TERM COMPENSATION FOR 2023

    | | (Amounts in thousands) | | 2023 Net Income from Continuing Operations | $25,242 | | Plus: 2023 Adjustments to Net Income from Continuing Operations | $1,763 | | Plus: 2023 Interest Expense, Net | $3,202 | | Less: Income Taxes on 2023 Interest Expense | ($800) | | Adjusted Earnings Before Interest After-Tax | $29,406 | | 2023 Average Stockholders’ Equity | $124,710 | | Plus: 2023 Average Debt | $69,533 | | Less: 2023 Average Cash | ($4,041) | | Less: Adjustments to Average Total Capital Employed | ($159) | | Adjusted Average Total Capital Employed | $190,043 | | Adjusted ROTCE | 15.5% |

  51. TARGET SHORT-TERM COMPENSATION FOR 2023

    Adjustments to Earnings Before Interest After-Tax and Average Total Capital Employed are for non-recurring or special items established by the Compensation and Human Capital Committee at the time the ROTCE target was set. Adjustments related to the after-tax impact of certain items as compared to the amounts included in the AOP are made, if applicable, including:

  52. TARGET SHORT-TERM COMPENSATION FOR 2023

    | • | tangible or intangible asset impairments; |

  53. TARGET SHORT-TERM COMPENSATION FOR 2023

    | • | restructuring costs including reduction in force and impacts from acquisition or disposition of a business; |

  54. TARGET SHORT-TERM COMPENSATION FOR 2023

    | • | loss related to, and investment in, a subsidiary accounted for as discontinued operations, held for sale, or in bankruptcy, liquidation or a similar process; |

  55. TARGET SHORT-TERM COMPENSATION FOR 2023

    | • | certain patent infringement and other litigation and settlement costs; |

  56. TARGET SHORT-TERM COMPENSATION FOR 2023

    | • | environmental expenses, asset retirement obligations, and early lease termination expenses; |

  57. TARGET SHORT-TERM COMPENSATION FOR 2023

    | • | costs relating to valuation allowances against deferred tax assets; |

  58. TARGET SHORT-TERM COMPENSATION FOR 2023

    | • | costs associated with the pension plan termination, including any non-cash settlement charges; and |

  59. TARGET SHORT-TERM COMPENSATION FOR 2023

    | • | costs relating to changes in laws and regulations. |

  60. TARGET SHORT-TERM COMPENSATION FOR 2023

    | (2) In calculating the final performance results, adjustments were made for various items, generally consistent with the adjustments listed in Note (1). |

  61. TARGET SHORT-TERM COMPENSATION FOR 2023

    | (3) Had Adjusted ROTCE not exceeded a specified target for the year, the final payout percentage would be reduced by up to 40% from the amount otherwise determined under the above formula. This feature acts as an additional control which reflects the Compensation and Human Capital Committee’s view that full incentive compensation payments should not be paid if the Company does not meet a minimum ROTCE threshold for the year. Because Adjusted ROTCE exceeded the specified target in 2023, no reduction occurred. |

  62. Long-Term Incentive Compensation

    Long-Term Incentive Compensation The purpose of our long-term incentive compensation program is to enable senior management employees, including NEOs, to accumulate capital through managerial performance, which the Compensation and Human Capital Committee believes contributes to the future success of our business. Our long-term incentive plans require a significant long-term commitment on the part of our senior management, and stock sales (under the Long-Term Equity Plan) generally are not permitted for a number of years. Rather, the awarded amount is effectively invested in the Company for an extended period which encourages executives to focus on our long-term profitability and strengthens the tie between stockholders’ and NEOs’ long-term interests. Those individual NEOs who have a greater impact on our long-term strategy receive a higher percentage of their compensation as long-term compensation. In general, the Compensation and Human Capital Committee does not consider an NEO’s long-term incentive award for prior periods when determining the value of a long-term incentive award for the current period because it considers those prior awards to represent compensation for past services. Long-Term Equity Plan. In 2023, all senior executives in the U.S., including our NEOs, participated in the Long-Term Equity Plan which provides awards in the form of 65% transfer-restricted Class A Common and 35% cash to approximate income tax withholding obligations. Class A Common is the only type of equity available under the Long-Term Equity Plan. The Company does not sponsor a plan that provides stock options or any other type of equity. Shares awarded to NEOs under the Long-Term Equity Plan generally may not be transferred for 10 years following the last day of the award year. During the holding period, the value of the awards is subject to change based on the value of the shares. In other words, the award’s value is enhanced as the value of the stock increases (or is reduced as the value of the stock decreases). As a result of annual grants under the Long-Term Equity Plan and the corresponding transfer restrictions, the number of shares an NEO holds increases each year and, consequently, our executives accumulate exposure to long-term Company performance, which strongly aligns the interests of NEOs with those of other stockholders. Target awards under the Long-Term Equity Plan are expressed initially as a dollar amount equal to a percentage of the participant’s salary midpoint based on the long-term incentive compensation targets for that salary point level recommended by Korn Ferry (increased by 15%) and adopted by the Compensation and Human Capital Committee. When paid, the full amount of the award, including the fair market value of the shares on the date of payment, is fully taxable to the participant. The actual number of shares issued to a participant is determined by taking the dollar value of the stock component of the award and dividing it by a formula share price. For this purpose, the formula share price is calculated as the lesser of:

  63. Long-Term Incentive Compensation

    | • | the average closing price of our Class A Common stock on the NYSE at the end of each week during the 2022 calendar year (or such other previous calendar year as determined by the Compensation and Human Capital Committee), which price was $12.08; or |

  64. Long-Term Incentive Compensation

    | • | the average closing price of our Class A Common stock on the NYSE at the end of each week during the 2023 award year, which price was $11.843. |

  65. Long-Term Incentive Compensation

    Participants have all the rights of a stockholder, including the right to vote, upon receipt of the shares. The participants also have the right to receive dividends that are declared and paid after they receive the award shares. The award shares issued are subject to transfer restrictions that generally lapse the earliest of: (1) 10 years after the last day of the performance period (for senior management other than NEOs, three, five or ten years depending on salary point level); (2) the participant’s death or permanent disability; or (3) three years from the date of retirement (or earlier with the approval of the Compensation and Human Capital Committee). The Compensation and Human Capital Committee has the right to release the restrictions at an earlier date, but rarely does so except in the case of the release of a limited number of shares for the payment of educational and medical expenses or home purchases, as permitted under the terms of the plan. No early release requests were requested by or granted to the NEOs in 2023. For 2023, the Long-Term Equity Plan was designed to provide target long-term incentive compensation between 50% and 160% of the NEO’s 2023 salary midpoint, depending on the NEO’s position. The table below shows the long-term target awards (including a 15% increase in the target percentages to reflect the immediately taxable nature of the equity awards) and payouts approved by the Compensation and Human Capital Committee for each NEO for 2023:

  66. TARGET LONG-TERM COMPENSATION FOR 2023

    TARGET LONG-TERM COMPENSATION FOR 2023

  67. TARGET LONG-TERM COMPENSATION FOR 2023

    | Named Executive Officer | (A) 2023 Salary Midpoint ($) | (B) Long-Term Plan Target as % of Salary Midpoint (1) | (C)= (A) x (B) Long-Term Plan Target ($)(1) | (D) Long- Term Plan Payout as (%) of Plan Target (2) | (E)= (C) x (D) Total Long-term Award ($) | (F) Shares Issued (#)(3) | (G) Grant Date Fair Value of Shares Awarded ($)(4) | (H) Fair Value of Long-term Plan Payout ($)(5) | | Gregory H. Trepp | $852,700 | 184.0% | $1,568,968 | 99.3% | $1,557,985 | 85,509 | $1,501,966 | $2,047,272 | | R. Scott Tidey | $525,100 | 86.3% | $452,899 | 99.3% | $449,728 | 24,683 | $433,557 | $590,966 | | Lawrence K. Workman, Jr. | $373,100 | 57.5% | $214,533 | 99.3% | $213,031 | 11,692 | $205,370 | $279,933 |

  68. TARGET LONG-TERM COMPENSATION FOR 2023

    | (1) The target percentages include a 15% increase in the target awards which will be granted to Long-Term Equity Plan participants to account for the immediately taxable nature of the equity awards. This is the amount that is used by the Compensation and Human Capital Committee when analyzing the total compensation of the NEOs. |

  69. TARGET LONG-TERM COMPENSATION FOR 2023

    | (2) Refer to the table below for detailed calculations of the 2023 payout percentage for the Long-Term Equity Plan. |

  70. TARGET LONG-TERM COMPENSATION FOR 2023

    | (3) Awards under the Long-Term Equity Plan are initially denominated in dollars. The amounts shown in columns (C) and (E) reflect the dollar-denominated target and actual awards. This is the amount that is used by the Compensation and Human Capital Committee when analyzing the total compensation of the NEOs. As a result, these awards incentivize performance during the year, but are potentially subject to substantial |

  71. TARGET LONG-TERM COMPENSATION FOR 2023

    | payout discretion in certain years. No such discretion was implemented for 2023. The dollar-denominated awards are then paid to the participants in a combination of cash (approximately 35%) and transfer-restricted shares (approximately 65%). The number of shares issued to a participant for an award and shown in Column (F) is determined by taking the dollar amount of the stock component of the award and dividing it by the formula share price of $11.843 (calculated as described above under “Long-Term Equity Plan”). Fractional shares are paid in cash. |

  72. TARGET LONG-TERM COMPENSATION FOR 2023

    | (4) Column (G) represents the grant date fair value of the shares awarded computed in accordance with FASB ASC Topic 718, which was $17.565 per share. |

  73. TARGET LONG-TERM COMPENSATION FOR 2023

    | (5) The amount shown in column (H) is the sum of (a) the cash distributed, and (b) the amount shown in Column (G). This is the same amount that is disclosed in the Summary Compensation Table. |

  74. TARGET LONG-TERM COMPENSATION FOR 2023

    The following table shows the performance criteria established by the Compensation and Human Capital Committee to determine final incentive compensation payments for 2023 under the Long-Term Equity Plan:

  75. TARGET LONG-TERM COMPENSATION FOR 2023

    | Performance Criteria | (A) Weighting | Performance Target | Performance Result | (B) Achievement Percentage | (A) x (B) Payout Percentage | | Adjusted Net Sales (1) | 33% | — | — | 93.1% | 30.7% | | Adjusted ROTCE (1) | 33% | — | — | 100.0% | 33.0% | | Project Focus List (2) | 34% | 100.0% | 104.8% | 104.8% | 35.6% | | Final Payout Percentage (3) | | | | | 99.3% |

  76. TARGET LONG-TERM COMPENSATION FOR 2023

    | (1) In 2023, the Compensation and Human Capital Committee used three metrics under the Long-Term Equity Plan—net sales, ROTCE, and achievement versus a Project Focus List. The use of these metrics reflects our focus on effective use of capital and increasing profitability. For 2023, the Compensation and Human Capital Committee adopted ROTCE as a new metric under the Long-Term Equity Plan in place of a prior metric (operating profit). The Compensation and Human Capital Committee believed that the use of ROTCE as the third metric, together with net sales and the Project Focus List, would reinforce the importance of effective management of working capital. We do not disclose the net sales or ROTCE targets or results because they would reveal competitively sensitive financial information to our competitors. The Compensation and Human Capital Committee believed the Company could meet both the net sales target and ROTCE target, which were established in such a manner that the Compensation and Human Capital Committee believed to be challenging but achievable with extensive effort by our employees. In calculating the final ROTCE performance results, adjustments were made for various items consistent with the adjustments listed in Note (1) to the Short-Term Plan performance criteria table. |

  77. TARGET LONG-TERM COMPENSATION FOR 2023

    | (2) We do not disclose the Project Focus List targets or results due to their competitively sensitive nature. Among other items, they identify specific future projects, customers and strategic activities that enhance stockholder value over time. The Compensation and Human Capital Committee believed the Company could meet the Project Focus List targets, which were established in such a manner that the Compensation and Human Capital Committee believed to be challenging but achievable with extensive effort by our employees. The Board monitored progress throughout 2023 and the Compensation and Human Capital Committee completed a full year review of progress. For 2023, the Compensation and Human Capital Committee determined that the NEOs earned 104.8% of the Project Focus List target amounts based on a review of Company achievement against the Project Focus List elements. |

  78. TARGET LONG-TERM COMPENSATION FOR 2023

    | (3) Had Adjusted ROTCE not exceeded a specified target for the year, the final payout percentage would be reduced by up to 40% from the amount otherwise determined under the above formula. This feature acts as an additional control which reflects the Compensation and Human Capital Committee’s view that full incentive compensation payments should not be paid if the Company does not meet a minimum ROTCE threshold for the year. Because Adjusted ROTCE exceeded the specified target in 2023, no reduction occurred. |

  79. Other Compensation of Named Executive Officers

    Other Compensation of Named Executive Officers Discretionary Transfer-Restricted Stock Awards. The Company also maintains the Hamilton Beach Brands Holding Company Supplemental Executive Long-Term Incentive Bonus Plan (“Supplemental Equity Plan”), which gives the Compensation and Human Capital Committee flexibility to award additional discretionary equity compensation. Supplemental Equity Plan awards generally may not be sold or transferred for 10 years. The Compensation and Human Capital Committee did not grant any awards under the Supplemental Equity Plan for services performed in 2023. Discretionary Cash Bonuses. The Compensation and Human Capital Committee has authority to grant, and from time to time has granted, discretionary cash bonuses to employees (including NEOs), in addition to the incentive compensation described above. The Compensation and Human Capital Committee uses discretionary cash bonuses to reward substantial achievement or superior service to the Company and/or its subsidiaries, particularly when such achievement or service is not reflected in the performance criteria established under the incentive plans. No discretionary cash bonuses were awarded to the NEOs for 2023 performance. Retirement Plans. The material terms of the various retirement plans are described below and in the footnotes to the Pension Benefit Table and the Nonqualified Deferred Compensation Table. Defined Benefit Plan. We no longer provide defined benefit pensions to employees, including the NEOs. As of January 1, 1997, the HBB Pension Plan was frozen to new participants and benefit accruals (other than interest credits required by law for frozen cash balance accounts). In 2022, we began the process of terminating the HBB Pension Plan, with a termination effective date of September 30, 2022. Prior to 1997, Mr. Tidey earned pension benefits under the HBB Pension Plan. Mr. Tidey is 100% vested in his pension benefits and may take distributions any time after termination of employment or during a one-time distribution window to be offered generally to participants later in the plan termination process. Mr. Trepp and Mr. Workman never participated in the HBB Pension Plan. Defined Contribution Plans. We provide all full-time employees (including, the NEOs) with defined contribution retirement benefits. Employer contributions are calculated under formulas designed to provide employees with competitive retirement income. In general, the NEOs and other executive officers receive the same retirement benefits as all other similarly situated employees. NEOs and other executive officers of the Company, however, receive their benefits under a combination of the tax-qualified HBB 401(k) and the non-qualified HBB Excess Plan. The HBB Excess Plan provides certain retirement benefits that would have been provided under the qualified plan, but that cannot be provided due to federal tax limits and IRS compliance testing rules. Our defined contribution plans provide the following three types of benefits: (1) employee deferrals of up to 25% of compensation; (2) “safe harbor” employer nonelective contributions equal to 3% of compensation; and (3) profit-sharing benefits. The compensation taken into account under our plans generally includes base salary, overtime and other similar items of compensation required to be reported on a Form W-2 but excludes most other forms of compensation including long-term incentive compensation and other bonus or discretionary payments. Short-term incentive payments and other annual bonuses are included solely for purposes of calculating profit-sharing benefits. The HBB 401(k) profit-sharing formula is based on a specified percentage of compensation that also takes into account the employee’s age and Company performance for the year. If the Company performs well, the amount of the profit-sharing contribution increases. As applied to the NEOs in 2023, the range of profit-sharing contributions attributable to all eligible compensation were: (1) between 7.35% and 13.2% for all of our NEOs; plus (2) 5.7% of eligible compensation in excess of the Social Security Wage Base for the year. HBB 401(k) profit sharing contributions are subject to a five-year graded vesting schedule and all of our NEOs (other than Mr. Workman) are 100% vested in their retirement benefits due to their tenure with the Company or their age. Participants have the right to invest their qualified plan account balances among various investment options offered through the HBB 401(k) plan trustee. The HBB 401(k) allows participants who are age 59-1/2 to request withdrawals, as permitted under the tax rules. Benefits otherwise are payable at any time following a termination of employment, and participants may elect various forms of payment including lump sum distributions and installments. Excess Benefit Plan. The HBB Excess Plan is an excess benefit plan that is exempt from the requirements of Section 409A of the Code. This means that the employer contributions the Company was unable to contribute to the HBB 401(k) plan on behalf of the NEOs due to tax code and other limitations were instead credited to each person’s accounts under the HBB Excess Plan, generally consisting of excess employer nonelective and other profit sharing contributions. Additionally, under the HBB Excess Plan: except for amounts attributable to excess profit sharing benefits, account balances are credited with interest during the year based on the rate of return of the Vanguard Retirement Savings Trust fixed income fund, which is an investment fund under the HBB 401(k), the qualified plan (14% maximum);

  80. Other Compensation of Named Executive Officers

    | • | benefits under the retirement plans, incentive plans, and the HBB Excess Plan. |

  81. Other Compensation of Named Executive Officers

    There are no individual severance contracts with any NEO. Upon termination of employment in certain circumstances and in accordance with the terms of the plans, the NEOs are only entitled to severance pay under broad-based severance pay plans that generally are available to all salaried employees that provide benefits for a stated period of time based on the length of service, with various maximum time periods. The Compensation and Human Capital Committee will consider the facts and circumstances of an NEO’s separation to determine whether any material severance payment that is in excess of the amount the NEO is otherwise entitled to receive under the broad-based severance plans is appropriate. Limited Change in Control Benefits for All Employees. To advance the objective of attracting, retaining and motivating qualified management, the Compensation and Human Capital Committee believes it is appropriate to provide limited change in control protections to the NEOs and other employees. NEOs have the same protections as other senior management employees. In the event of a change in control, employees are provided the payment of a pro-rata target award under the current year’s incentive plans. Importantly, these change in control provisions are not employment agreements and do not guarantee employment for any period of time. In addition, no change in control payment will be “grossed up” for any excise tax imposed on an executive as a result of the receipt of payments upon a change in control.

  82. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  83. For Fiscal Year Ended December 31, 2023

    | Name and Principal Position | Year | Salary ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | Nonqualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total ($) | | Gregory H. Trepp, Chief Executive Officer | 2023 | $859,923 | $1,501,966 | $1,360,317 | $20,256 | $230,997 | $3,973,459 | | | 2022 | $820,192 | $798,696 | $868,282 | $19,226 | $203,363 | $2,709,759 | | R. Scott Tidey, President | 2023 | $551,894 | $433,557 | $464,120 | $8,370 | $110,532 | $1,568,473 | | | 2022 | $522,859 | $231,368 | $293,111 | $9,430 | $95,370 | $1,152,138 | | Lawrence K. Workman, Jr., Senior Vice President, General Counsel and Secretary (6) | 2023 | $396,234 | $205,370 | $252,867 | $3,843 | $67,854 | $926,169 | | | 2022 | $— | $— | $— | $— | $— | $— |

  84. Grants Of Plan-Based Awards

    Grants Of Plan-Based Awards The following table sets forth information concerning all awards granted to the NEOs for 2023 and estimated payouts under our incentive plans.

  85. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS

  86. GRANTS OF PLAN-BASED AWARDS

    | | | | (A) Estimated Possible Payouts Under Non- Equity Incentive Plan Awards | | (B) Estimated Possible Payouts Under Equity Incentive Plan Awards | | Grant Date Fair Value of Stock and Option Awards ($)(2) | | Name | Grant Date | Plan Name (1) | Target ($) | Maximum ($) | Target ($) | Maximum ($) | | | Gregory H. Trepp | N/A | Short-Term Plan(3) | $767,430 | $1,151,145 | N/A | N/A | N/A | | | 12/31/2023 | Long-Term Equity Plan(4) | $549,139 | $823,708 | $1,019,829 | $1,529,744 | $1,501,966 | | R. Scott Tidey | N/A | Short-Term Plan(3) | $288,805 | $433,208 | N/A | N/A | N/A | | | 12/31/2023 | Long-Term Equity Plan(4) | $158,515 | $237,772 | $294,384 | $441,576 | $433,557 | | Lawrence K. Workman, Jr. | N/A | Short-Term Plan(3) | $167,895 | $251,843 | N/A | N/A | N/A | | | 12/31/2023 | Long-Term Equity Plan(4) | $75,086 | $112,630 | $139,446 | $209,169 | $205,370 |

  87. GRANTS OF PLAN-BASED AWARDS

    | (1) There are no minimum or threshold payouts under any of our incentive plans. |

  88. GRANTS OF PLAN-BASED AWARDS

    | (2) These amounts reflect the accounting grant date fair value of the shares, determined in accordance with FASB ASC Topic 718. These amounts also are reflected in the Summary Compensation Table. |

  89. GRANTS OF PLAN-BASED AWARDS

    | (3) Awards under the Short-Term Plan are based on a one-year performance period that consists solely of the 2023 calendar year. Awards are paid in cash (not equity) as soon as practicable after approval by the Compensation and Human Capital Committee. There is no post-2023 payout opportunity under this plan. Amounts disclosed are the target and maximum awards established by the Compensation and Human Capital Committee in early 2023. The amounts the NEOs actually received after the final payout are disclosed in the Summary Compensation Table. |

  90. GRANTS OF PLAN-BASED AWARDS

    | (4) Awards under the Long-Term Equity Plan are based on a one-year performance period that consists solely of the 2023 calendar year. Awards are paid, partially in transfer-restricted stock (approximately 65%) and partially in cash (approximately 35%), as soon as practicable after approval by the Compensation and Human Capital Committee. Therefore, there is no post-2023 payout opportunity under the plan. Stock awarded under the Long-Term Equity Plan generally may not be sold or transferred for 10 years, beginning on the last day of the performance period. The dollar amounts disclosed are the dollar values of the target and maximum awards established by the Compensation and Human Capital Committee in early 2023. These amounts include a 15% increase to account for the immediate taxation of the equity awards using a 150% maximum award value. The 35% cash portion of the award is listed in column (A) of this table. The 65% stock portion of the award is listed in column (B). The amounts the NEOs actually received for the cash portion of the award are disclosed in the Summary Compensation Table. |

  91. OPTION EXERCISES AND STOCK VESTED

    OPTION EXERCISES AND STOCK VESTED

  92. PENSION BENEFITS

    PENSION BENEFITS

  93. For Fiscal Year Ended December 31, 2023

    | (1) The amount shown above was determined as of December 31, 2023, which is the measurement date for pension benefits used in our financial statements. In determining the amount shown, the following material assumptions were used: |

  94. Nonqualified Deferred Compensation Benefits

    Nonqualified Deferred Compensation Benefits Refer to the section above entitled “Other Compensation of Named Executive Officers—Excess Benefit Plan” for a detailed description of the HBB Excess Plan. The following table sets forth information concerning benefits earned by, and paid to, the NEOs under our HBB Excess Plan:

  95. NONQUALIFIED DEFERRED COMPENSATION

    NONQUALIFIED DEFERRED COMPENSATION

  96. Potential Payments Upon Termination/Change In Control

    Potential Payments Upon Termination/Change In Control As previously discussed above in the section entitled “Limited Change in Control Benefits for All Employees,” the following change in control provisions apply to NEOs during their service: participants will receive a pro-rated target award for the year of the change in control under the incentive plans. A “change in control” for purposes of these plans generally consists of any of the following provided that the event otherwise qualifies as a change in control under the regulations issued pursuant to Code Section 409A:

  97. Potential Payments Upon Termination/Change In Control

    | • | an acquisition of more than 50% of the voting securities of the Company or the voting securities of the subsidiary (for those employees of that particular subsidiary) other than acquisitions directly from the Company or the subsidiary, as applicable involving: (1) any employee benefit plan; (2) the Company; (3) the applicable subsidiary or one of its affiliates; or (4) the parties to the stockholders’ agreement discussed under the section entitled “Amount and Nature of Beneficial Ownership;” |

  98. Potential Payments Upon Termination/Change In Control

    | • | the members of the Company’s current Board (and their approved successors) ceasing to constitute a majority of the Company’s Board or, if applicable, the board of directors of a successor of the Company; |

  99. Potential Payments Upon Termination/Change In Control

    | • | for those plans that cover the employees of a subsidiary, the consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the subsidiary and its affiliates, excluding a business combination pursuant to which the individuals and entities who beneficially owned, directly or indirectly, more than 50% of the combined voting power of the applicable entity immediately prior to such business combination continue to hold at least 50% of the voting securities of the successor; and |

  100. Potential Payments Upon Termination/Change In Control

    | • | for all plans, the consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company or the acquisition of assets of another corporation, or other transaction involving the Company excluding, however, a business combination pursuant to which both of the following apply: (1) the individuals and entities who beneficially owned, directly or indirectly, more than 50% of the combined voting power of the Company immediately prior to such business combination continue to hold at least 50% of the voting securities of the successor; and (2) at the time of the execution of the initial agreement, or of the action of the Board providing such business combination, at least a majority of the members of the Board were incumbent directors. |

  101. Potential Payments Upon Termination/Change In Control

    For purposes of calculating the amount of any potential payments to the continuing NEOs under the table provided below, we assumed that a change in control occurred on December 29, 2023. We believe that the remaining assumptions listed below, which are necessary to produce these estimates, are reasonable individually and in the aggregate. There can be no assurance, however, that a change in control would produce the same or similar results as those described if it occurs on any other date or if any assumption is not correct in fact.

  102. POTENTIAL PAYMENTS UPON TERMINATION/CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION/CHANGE IN CONTROL

  103. CEO Pay Ratio

    CEO Pay Ratio As a smaller reporting company, the Company is exempt from the requirement to disclose the ratio of our CEO’s annual total compensation to that of our median employee. We, nevertheless, have chosen to provide the ratio of Mr. Trepp’s annual total compensation to the annual total compensation of our median employee (“Median Employee”) for 2023. We chose December 31, 2023 as the date for identifying the Median Employee (“Determination Date”) and used taxable wages as our consistently applied compensation measure. We reviewed total compensation for the period beginning January 1, 2023 and ended December 31, 2023. Our analysis included 733 individuals employed on the Determination Date by the Company and its subsidiaries, excluding Mr. Trepp, in full-time, part-time, and seasonal roles (including individuals working outside of the United States). We did not make any assumptions, adjustments, or estimates with respect to total taxable compensation and did not annualize compensation for any of the employees who were not employed for all of 2023. Notwithstanding this, our disclosure is a reasonable estimate that involves a degree of imprecision although we calculated it in a manner consistent with Item 402(u) of Regulation S-K. We calculated annual total compensation for 2023 for the Median Employee (a Hamilton Beach Brands, Inc. employee) using the same methodology we use for our NEOs as set forth in the 2023 Summary Compensation Table. The Median Employee’s annual total compensation was $64,286. Mr. Trepp served as our President and CEO throughout 2023 and, as reflected in the 2023 Summary Compensation Table, his total compensation in 2023 was $3,973,459. Based on this, our estimate of the ratio of CEO compensation to the compensation of our Median Employee for 2023 was approximately 62 to 1.

  104. Pay Versus Performance

    Pay Versus Performance As required by the SEC’s pay versus performance rules (“PVP Rules”), the following Pay Versus Performance table (“PVP Table”) provides SEC-required information about compensation for 2023 for this Proxy Statement’s named executive officers, as well as compensation for 2021 and 2022 for our named executive officers from our 2022 and 2023 Proxy Statements (each of 2021, 2022 and 2023, a “Covered Year”). We refer to all of the named executive officers covered in the PVP Table below, collectively, as the “PVP NEOs”. The PVP Table also provides information about the results for certain measures of financial performance during those same Covered Years. In reviewing this information, there are a few important things we believe you should consider:

  105. Pay Versus Performance

    | • | The information in columns (b) and (d) of the PVP Table comes directly from the 2021, 2022 and 2023 Summary Compensation Tables, without adjustment; |

  106. Pay Versus Performance

    | • | As required by the SEC’s PVP Rules, we describe the information in columns (c) and (e) of the PVP Table as “compensation actually paid” (or “CAP”) to the applicable PVP NEOs. However, these CAP amounts may not necessarily reflect the final compensation that our PVP NEOs actually earned or walked away with for their service in the Covered Years, respectively; and |

  107. Pay Versus Performance

    | • | As required by the SEC’s PVP Rules, we provide information in the PVP Table below about our cumulative absolute total shareholder return (“TSR”) results and our U.S. GAAP net income results (the “External Measures”) during the Covered Years. We did not, however, actually base any compensation decisions for the PVP NEOs on, or link any PVP NEO pay to, these particular External Measures because the External Measures were not metrics used in our short-term or long-term incentive plans during the Covered Years. As a result, we did not design our PVP NEO compensation to move in tandem with improving, declining or steady achievement in these External Measures. |

  108. Pay Versus Performance Table

    Pay Versus Performance Table

  109. Pay Versus Performance Table

    | PAY VERSUS PERFORMANCE | | | | | | | | Year (a) | Summary Compensation Table Total for PEO (b)(1) | Compensation Actually Paid to PEO (c)(1)(2)(3) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers (d)(1) | Average Compensation Actually Paid to Non-PEO Named Executive Officers (e)(1)(2)(3) | Value of Initial Fixed $100 Investment Based | Net Income (g) | | | | | | | on Total Shareholder Return (f)(4) | | | 2023 | $3,973,459 | $3,973,459 | $1,247,321 | $1,247,321 | $107.00 | $25,242,000 | | 2022 | $2,709,759 | $2,709,759 | $961,152 | $961,152 | $75.39 | $25,267,000 | | 2021 | $2,698,811 | $2,698,811 | $910,561 | $910,561 | $84.27 | $21,306,000 |

  110. Pay Versus Performance Table

    | (1) Gregory H. Trepp was our principal executive officer (“PEO”) for the full year for each of 2023, 2022 and 2021. For 2023, our non-PEO PVP NEOs were R. Scott Tidey and Lawrence K. Workman, Jr. For 2022, our non-PEO PVP NEOs were Michelle O. Mosier and R. Scott Tidey. For 2021, our non-PEO PVP NEOs were Michelle O. Mosier, R. Scott Tidey and Gregory E. Salyers. |

  111. Pay Versus Performance Table

    | (2) For 2023, in determining both the CAP to our PEO and the average CAP to our non-PEO PVP NEOs for purposes of this PVP Table, we deducted from or added back to the total amounts of compensation reported in column (b) for such Covered Year the following amounts: |

  112. Pay Versus Performance Table

    | Item and Value Added (Deducted) | 2023 ($) | | For Gregory H. Trepp: | | | - Summary Compensation Table (“SCT”) “Stock Awards” column value | (1,501,966) | | - SCT “Option Awards” column value | N/A | | + Covered Year-end fair value of outstanding equity awards granted in Covered Year | N/A | | +/- change in fair value (from prior year-end to Covered Year-end) of equity awards outstanding at Covered Year-end that were granted prior to Covered Year | N/A | | + vesting date fair value of equity awards granted and vested in Covered Year | 1,501,966 | | +/- change in fair value (from prior year-end to vesting date) of equity awards granted prior to Covered Year that vested in Covered Year | N/A | | - prior year-end fair value of equity awards granted prior to Covered Year that were forfeited in Covered Year | N/A | | + includable dividends/earnings on equity awards during Covered Year | N/A | | TOTAL ADDED (DEDUCTED): | 0 |

  113. Pay Versus Performance Table

    | Item and Value Added (Deducted) | 2023 ($) | | For Non-PEO Named Executive Officers (Average): | | | - SCT “Stock Awards” column value | (319,463) | | - SCT “Option Awards” column value | N/A | | + Covered Year-end fair value of outstanding equity awards granted in Covered Year | N/A | | +/- change in fair value (from prior year-end to Covered Year-end) of equity awards outstanding at Covered Year-end that were granted prior to Covered Year | N/A | | + vesting date fair value of equity awards granted and vested in Covered Year | 319,463 | | +/- change in fair value (from prior year-end to vesting date) of equity awards granted prior to Covered Year that vested in Covered Year | N/A | | - prior year-end fair value of equity awards granted prior to Covered Year that were forfeited in Covered Year | N/A | | + includable dividends/earnings on equity awards during Covered Year | N/A | | TOTAL ADDED (DEDUCTED): | 0 |

  114. Pay Versus Performance Table

    | (3) December 31 has been determined by us to represent the accounting grant date for awards granted to our PVP NEOs in each Covered Year under the Long-Term Equity Plan, which date is also the same date on which such awards are considered vested for purposes of the PVP Table. As a result, there is no difference between the fair value of those awards on the accounting grant date and the vesting date, and no change between SCT totals and CAP for our PVP NEOs. |

  115. Pay Versus Performance Table

    | (4) For each Covered Year, our total shareholder return was calculated as the yearly percentage change in our cumulative total shareholder return on our common stock, par value $0.01 per share, measured as the quotient of (a) the sum of (i) the cumulative amount of dividends for a period beginning with our closing price on Nasdaq Stock Market on December 31, 2020 through and including the last day of the Covered Year (each one-, two-, and three-year period, a “Measurement Period”), assuming dividend reinvestment, plus (ii) the difference between our closing stock price at the end versus the beginning of the Measurement Period, divided by (b) our closing share price at the beginning of the Measurement Period. Each of these yearly percentage changes was then applied to a deemed fixed investment of $100 at the beginning of the Measurement Period to produce the Covered Year-end values of such investment as of the end of 2023, 2022 and 2021, as applicable. Because Covered Years are presented in the table in reverse chronical order (from top to bottom), the table should be read from bottom to top for purposes of understanding cumulative returns over time. |

  116. (Amended and Restated Effective March 1, 2024)

    (Amended and Restated Effective March 1, 2024)

  117. (Amended and Restated Effective March 1, 2024)

    | 1. | Purpose of the Plan |

  118. (Amended and Restated Effective March 1, 2024)

    The purpose of this Hamilton Beach Brands Holding Company Executive Long-Term Equity Incentive Plan, as may be amended or amended and restated from time to time (this “Plan”), is to help further the long-term profits and growth of Hamilton Beach Brands Holding Company (the “Company”) by enabling the Company and/or its subsidiaries (together with the Company, the “Employers”) to attract, retain and reward executive employees of the Employers by offering long-term incentive compensation to those executive employees who will be in a position to make contributions to the Employers. This incentive compensation is in addition to annual compensation and is intended to encourage enhancement of the Company’s stockholder value. Subject to Company stockholder approval as described in Section 11, this Plan is amended and restated effective March 1, 2024.

  119. (Amended and Restated Effective March 1, 2024)

    | 2. | Definitions |

  120. (Amended and Restated Effective March 1, 2024)

    (a) “Average Award Share Price” means the lesser of (i) the average of the closing price per share of Class A Common Stock on the New York Stock Exchange (or, if not listed on such exchange, on any other national securities exchange on which the shares of Class A Common Stock are listed) on the Friday (or if Friday is not a trading day, the last trading day before such Friday) for each week during the calendar year preceding the commencement of the Performance Period (or such other previous period as determined by the Committee and specified in the Guidelines) and (ii) the average of the closing price per share of Class A Common Stock on the New York Stock Exchange (or, if not listed on such exchange, on any other national securities exchange on which the shares of Class A Common Stock are listed) on the Friday (or if Friday is not a trading day, the last trading day before such Friday) for each week of the applicable Performance Period. (b) “Award” means an award paid to a Participant under this Plan for a Performance Period (or portion thereof), the actual amount of which is determined pursuant to a formula based upon the achievement of Performance Objectives established by the Committee. The Committee shall allocate the amount of an Award between the cash component, to be paid in cash, and the equity component, to be paid in Award Shares, pursuant to a formula which is established by the Committee. (c) “Award Shares” means fully-paid, non-assessable shares of Class A Common Stock that are issued or transferred pursuant to, and with such restrictions as are imposed by or under, the terms of this Plan and the Guidelines. Such Award Shares may be shares of original issuance or treasury shares or a combination of the foregoing and, in the discretion of the Company, may be issued as certificated or uncertificated shares. (d) “Change in Control” means the occurrence of an event described in Section 7. (e) “Class A Common Stock” means the Company’s Class A Common Stock, par value $0.01 per share, or any security into which such Class A Common Stock may be changed by reason of any transaction or event of the type referred to in Section 9(b) of this Plan. (f) “Code” means the Internal Revenue Code of 1986, as amended from time to time, and the regulations thereunder, as amended from time to time. (g) “Committee” means the Compensation and Human Capital Committee of the Company’s Board of Directors or any other committee appointed by the Company’s Board of Directors to administer this Plan in accordance with Section 3. (h) “Disability” or “Disabled” means a condition approved for disability benefits under an Employer’s long-term disability insurance policy. (i) “Guidelines” means the guidelines that are approved by the Committee for the administration of Target Awards and Awards granted under this Plan. To the extent that there is any inconsistency between the Guidelines and this Plan on matters other than the time and form of payment of the Awards, the Guidelines will control, so long as this Plan could have been amended to resolve such inconsistency without the need for further stockholder approval. (j) “Participant” means any person who is classified as a salaried employee of the Employers on a U.S. payroll (including directors of the Employers who are also salaried employees of the Employers) who, in the judgment of the Committee, occupies an executive position in which his or her efforts may contribute to the interests of the Company and who is designated by the Committee as a Participant in the Plan for a particular Performance Period. Notwithstanding the foregoing, (i) leased employees (as defined in Code Section 414) shall not be eligible to participate in this Plan and (ii) persons who are participants in the Hamilton Beach Brands, Inc. Long-Term Incentive Compensation Plan (or any successor plan) for a particular Performance Period shall not be eligible to participate in this Plan for the same Performance Period. (k) “Payment Period” means, with respect to any Performance Period, the period from January 1 to March 15 of the calendar year immediately following the calendar year in which such Performance Period ends. (l) “Performance Objectives” shall mean the measurable performance objectives established pursuant to this Plan for Participants who have received grants of Target Awards. Performance Objectives may be described in terms of Company-wide objectives or objectives that are related to the performance of the individual Participant or one or more of the subsidiaries, divisions, business units, departments, regions, functions or other organizational units of the Company or its subsidiaries. Performance Objectives may be measured on an absolute or relative basis. Different groups of Participants may be subject to different Performance Objectives for the same Performance Period. Relative performance may be measured against other companies or subsidiaries, divisions, departments, regions, functions or other organizational units within such other companies, or against an index or one or more of the Performance Objectives themselves. Any Performance Objectives applicable to an Award may be based on one or more, or a combination, of the following criteria, or the attainment of specified levels of growth or improvement in one or more, or a combination, of the following criteria, or such other criteria as may be determined by the Committee (which criteria may be applied to the Company and all of its subsidiaries, divisions, business units, departments, regions, functions or other organizational units or to only one or any combination of the Company and its subsidiaries, divisions, business units, departments, regions, functions or other organizational units): return on equity, return on total capital employed, diluted earnings per share, total earnings, earnings growth, return on capital, return on assets, return on sales, earnings before interest and taxes, revenue, revenue growth, gross margin, net or standard margin, return on investment, increase in the fair market value of shares, share price (including, but not limited to, growth measures and total stockholder return), profit, net earnings, cash flow (including, but not limited to, operating cash flow and free cash flow), inventory turns, financial return ratios, market share, earnings measures/ratios, economic value added, balance sheet measurements (such as receivable turnover), internal rate of return, customer satisfaction surveys or productivity, net income, operating profit or increase in operating profit, market share, increase in market share, sales value increase over time, economic value income, economic value increase over time, expected value of new projects or extensions of new or existing projects, development of new or existing projects, adjusted standard margin or net sales, safety, and compliance with regulatory/environmental requirements. If the Committee determines that a change in the business, operations, corporate structure or capital structure of the Company, or the manner in which it conducts its business, or other events or circumstances render the Performance Objectives unsuitable, the Committee may in its discretion modify such Performance Objectives or the goals or actual levels of achievement regarding the Performance Objectives, in whole or in part, as the Committee deems appropriate and equitable. (m) “Performance Period” means any period of one or more years (or portion thereof) on which an Award is based, as established by the Committee and specified in the Guidelines. (n) “Retire” or “Retirement” means a termination of employment after reaching: (i) age 65; or (ii) age 60 with at least 5 years of service with one or more of the Employers. (o) “Rule 16b-3” means Rule 16b-3 promulgated under the Securities Exchange Act of 1934 (or any successor rule to the same effect), as in effect from time to time.

  121. (Amended and Restated Effective March 1, 2024)

    (p) “Salary Points” means the salary points assigned to a Participant by the Committee for the applicable Performance Period pursuant to the Korn Ferry salary point system, or any successor salary point system adopted by the Committee. (q) “Target Award” means a dollar amount calculated by multiplying (i) the designated salary midpoint that corresponds to a Participant’s Salary Points by (ii) the long-term incentive compensation target percent for those Salary Points for the applicable Performance Period, as determined by the Committee. The Target Award is the amount that would be paid to a Participant under this Plan if each Performance Objective is met exactly at target.

  122. (Amended and Restated Effective March 1, 2024)

    | 3. | Administration |

  123. (Amended and Restated Effective March 1, 2024)

    This Plan shall be administered by the Committee. The Committee shall have complete authority to interpret all provisions of this Plan consistent with applicable law, to prescribe the form of any instrument evidencing any Award granted under this Plan, to adopt, amend and rescind general and special rules and regulations for its administration (including, without limitation, the Guidelines), and to make all other determinations necessary or advisable for the administration of this Plan. A majority of the Committee shall constitute a quorum, and the act of a majority of the members of the Committee present at any meeting at which a quorum is present, unless a greater number is required by law, the Company’s certificate of incorporation or its bylaws, or acts unanimously approved in writing, shall be the act of the Committee. All acts and decisions of the Committee with respect to any questions arising in connection with the administration and interpretation of this Plan or of any documents evidencing Awards under this Plan, including the severability of any or all of the provisions hereof or thereof, shall be conclusive, final and binding upon the Employers and all present and former Participants, all other employees of the Employers, and their respective descendants, successors and assigns. No member of the Committee shall be liable for any such act or decision made in good faith. In addition, the Committee is authorized to take any action it determines in its sole discretion to be appropriate subject only to the express limitations contained in this Plan, and no authorization in any Plan section or other provision of this Plan is intended or may be deemed to constitute a limitation on the authority of the Committee.

  124. (Amended and Restated Effective March 1, 2024)

    | 4. | Eligibility |

  125. (Amended and Restated Effective March 1, 2024)

    Except as otherwise determined by the Committee or provided in Section 7, to be eligible to participate in this Plan and receive a Target Award in accordance with Section 5 the Participant either must: (a) be employed by an Employer on the last day of the Performance Period; (b) die during the Performance Period; (c) become permanently Disabled during the Performance Period; or (d) Retire during the Performance Period. Notwithstanding the foregoing or any other provision in the Plan, unless otherwise determined by the Committee, the Award of a Participant who is described in the preceding sentence or who is employed on the last day of the Performance Period but was not employed during the entire Performance Period shall be pro-rated based on the number of days the Participant actually was employed during the Performance Period.

  126. (Amended and Restated Effective March 1, 2024)

    | 5. | Awards |

  127. (Amended and Restated Effective March 1, 2024)

    The Committee may, from time to time and upon such conditions as it may determine, authorize grants of Target Awards and payment of Awards to Participants, which shall be consistent with, and shall be subject to all of the requirements of, the following provisions: (a) The Committee shall approve (i) a Target Award to be granted to each Participant and (ii) a formula for determining the payout of each Award, which formula is based upon the Company’s achievement of Performance Objectives as set forth in the Guidelines. Each grant shall specify an initial allocation between the cash portion of the Award and the equity portion of the Award. Calculations of Target Awards for a Performance Period shall initially be based on a Participant’s Salary Points as of January 1st of the first year of the Performance Period. However, such Target Awards may be changed during or after the Performance Period under the following circumstances: (i) if a Participant receives a change in Salary Points, salary midpoint and/or long-term incentive compensation target percentage during a Performance Period, such change will be reflected in a pro-rata Target Award; (ii) an employee hired into or promoted into a position eligible to become a Plan Participant during a Performance Period will, if designated as a Plan Participant by the Committee, be assigned a pro-rated Target Award based on their length of service during the Performance Period; and (iii) the Committee may increase or decrease the amount of a Target Award at any time, in its sole and absolute discretion; provided, however, that no such decrease described in clause (iii) may occur in connection with or following a Change in Control that occurs during or after the applicable Performance Period. (b) Prior to the end of the Payment Period, the Committee shall approve: (i) a preliminary calculation of the amount of the payout of each Award based upon the application of the formula and actual performance relative to the Target Awards previously determined in accordance with Section 5(a); and (ii) a final calculation of the amount of each Award to be paid to each Participant for the Performance Period. Such approval shall be certified in writing by the Committee before any amount is paid under any Award with respect to that Performance Period. Notwithstanding the foregoing, the Committee shall have the power to: (1) decrease the amount of the payout of any Award below the amount determined in accordance with Section 5(b)(i); (2) increase the amount of the payout of any Award above the amount determined in accordance with Section 5(b)(i); and/or (3) adjust the allocation between the cash portion of the Award and the equity portion of the Award; provided, however, that no such decrease described in clause (1) may occur in connection with or following a Change in Control that occurs during or after the applicable Performance Period. No Award, including any Award equal to the Target Award, shall be payable under this Plan to any Participant except as determined and approved by the Committee. (c) Each Award shall be 100% vested when and to the extent the Committee determines that it has been earned pursuant to Section 5(b) and shall be fully paid to the Participants no later than the last day of the Payment Period. Awards shall be paid partly in cash and partly in Award Shares. The whole number of Award Shares to be issued or transferred to a Participant shall be determined by dividing the equity portion of the Award payout by the Average Award Share Price (subject to adjustment as described in Section 5(b) above), with any fractional Award Shares resulting from such calculation payable in cash. The Company shall pay any and all brokerage fees and commissions incurred in connection with any purchase by the Company of shares which are to be issued or transferred as Award Shares and the transfer thereto to Participants. Awards shall be paid subject to all withholdings and deductions pursuant to Section 6. Notwithstanding any other provision of this Plan, the maximum amount paid to a Participant in a single calendar year as a result of Awards under this Plan (including the fair market value of any Award Shares paid to the Participant) shall not exceed the greater of (i) $12,000,000 or (ii) the fair market value of 500,000 Award Shares, determined at the time of payment.

  128. (Amended and Restated Effective March 1, 2024)

    | 6. | Withholding Taxes/Offsets |

  129. (Amended and Restated Effective March 1, 2024)

    (a) To the extent that an Employer is required to withhold federal, employment, state or local taxes or other amounts in connection with any Award paid to a Participant under this Plan, and the amounts available to the Employer for such withholding are insufficient, it shall be a condition to the receipt of such Award that the Participant make arrangements satisfactory to the Company for the payment of the balance of such taxes or other amounts required to be withheld, which arrangements (in the discretion of the Committee) may include relinquishment of a portion of such Award. If a Participant’s benefit is to be received in the form of shares of Class A Common Stock, and such Participant fails to make arrangements for the payment of taxes or other amounts, then, unless otherwise determined by the Committee, the Company will withhold shares of Class A Common Stock having a value equal to the amount required to be withheld. Notwithstanding the foregoing, when a Participant is required to pay the Company an amount required to be withheld under applicable income, employment, tax or other laws, the Participant may elect, unless otherwise determined by the Committee, to satisfy the obligation, in whole or in part, by having withheld, from the shares of Class A Common Stock required to be delivered to the Participant, shares of Class A Common Stock having a value equal to the amount required to be withheld or by delivering to the Company other shares of Class A Common Stock held by such Participant. The shares of Class A Common Stock used for tax or other withholding will be valued at an amount equal to the fair market value of such shares of Class A Common Stock on the date the benefit is to be included in Participant’s income. In no event will the fair market value of the shares of Class A Common Stock to be used pursuant to this Section 6(a) to satisfy applicable withholding taxes or other amounts in connection with the Award exceed the maximum amount of taxes that could be required to be withheld. The Company and a Participant may also make similar arrangements with respect to the payment of any other taxes derived from or related to the Award with respect to which withholding is not required. (b) If, prior to the payment of any Award, it is determined by an Employer, in its sole and absolute discretion, that any amount of money is owed by the Participant to the Employer, the Award otherwise payable to the Participant (to the extent permitted under Section 409A of the Code) may be reduced in satisfaction of the Participant’s debt to such Employer. Such amount(s) owed by the Participant to the Employer may include, but is not limited to, the unused balance of any cash advances previously obtained by the Participant, or any outstanding credit card debt incurred by the Participant.

  130. (Amended and Restated Effective March 1, 2024)

    | 7. | Change in Control |

  131. (Amended and Restated Effective March 1, 2024)

    This Section shall apply notwithstanding any other provision of the Plan to the contrary. (a) Amount of Award for Year of Change In Control. In the event of a Change in Control during a Performance Period, the amount of the Award payable to a Participant who is employed by an Employer on the date of the Change in Control (or who terminated employment as a result of death, Disability or Retirement during such Performance Period and prior to the Change in Control) for such Performance Period shall be equal to the Participant’s Target Award for such Performance Period, multiplied by a fraction, the numerator of which is the number of days during the Performance Period during which the Participant was employed by the Employers prior to the Change in Control and the denominator of which is the number of days in the Performance Period. (b) Time of Payment. In the event of a Change in Control, the payment date of all outstanding Awards (including, without limitation, the pro-rata Target Award for the Performance Period during which the Change in Control occurred) shall be a date that is between two days prior to and within 30 days after the date of the Change in Control, as determined by the Committee in its sole and absolute discretion. (c) Applicability of Change In Control Provision. The term “Change in Control” shall mean the occurrence of (i)(A), (i)(B), or (i)(C), below; provided that such event occurs on or after March 1, 2024 and meets the requirements of Treasury Regulations Section 1.409A-3(i)(5) (or any successor or replacement thereto) with respect to a Participant: (i) Change in Control Events. (A) Any “Person” (as such term is used in Sections 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than one or more Permitted Holders (as defined below), is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 of the Exchange Act), directly or indirectly, of more than 50% of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Voting Securities”), other than any direct or indirect acquisition, including but not limited to an acquisition by purchase, distribution or otherwise, of voting securities: (1) directly from the Company that is approved by a majority of the Incumbent Directors (as defined below); or (2) by any Person pursuant to an Excluded HBBHC Business Combination (as defined below); provided, that if at least a majority of the individuals who constitute Incumbent Directors determine in good faith that a Person has become the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of more than 50% of the combined voting power of the Outstanding Voting Securities of the Company inadvertently, and such Person divests as promptly as practicable a sufficient number of shares so that such Person is the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of 50% or less of the combined voting power of the Outstanding Voting Securities of the Company, then no Change in Control shall have occurred as a result of such Person’s acquisition; or (B) a majority of the Board of Directors of the Company ceases to be comprised of Incumbent Directors; or (C) the consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company or the acquisition of assets of another corporation, or other similar transaction involving the Company (“HBBHC Business Combination”) excluding, however, any HBBHC Business Combination pursuant to which both of the following apply (either such HBBHC Business Combination, an “Excluded HBBHC Business Combination”): (1) the individuals and entities who beneficially owned, directly or indirectly, the Company immediately prior to such HBBHC Business Combination beneficially own, directly or indirectly, more than 50% of the combined voting power of the then Outstanding Voting Securities of the entity resulting from such HBBHC Business Combination (including, without limitation, an entity that as a result of such transaction owns the Company or all or substantially all of the assets of the Company, either directly or through one or more subsidiaries); and (2) at the time of the execution of the initial agreement, or of the action of the Board of Directors of the Company, providing for such HBBHC Business Combination, at least a majority of the members of the Board of Directors of the Company were Incumbent Directors. (ii) Additional Definitions. For purposes of this Section, the following terms apply: (A) “Incumbent Directors” means the individuals who, as of September 29, 2017, are members of the Board of Directors of the Company and any individual becoming a member of the Board of Directors of the Company subsequent to such date whose election, nomination for election by the Company’s stockholders, or appointment, was approved by a vote of at least a majority of the then Incumbent Directors (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without objection to such nomination); provided, however, that an individual shall not be an Incumbent Director if such individual’s election or appointment to the Board of Directors of the Company occurs as a result of an actual or threatened election contest (as described in Rule 14a-12(c) of the Exchange Act) with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board of Directors of the Company. (B) “Permitted Holders” shall mean, collectively, (i) the parties to the Stockholders’ Agreement dated September 29, 2017, as amended from time to time, by and among the Participating Stockholders (as defined therein), the Company and other signatories thereto; provided, however, that for purposes of this definition only, the definition of Participating Stockholders contained in the Stockholders’ Agreement shall be such definition in effect as of the date of the Change in Control, (ii) any direct or indirect subsidiary of the Company, and (iii) any employee benefit plan (or related trust) sponsored or maintained by the Company or any direct or indirect subsidiary of the Company.

  132. (Amended and Restated Effective March 1, 2024)

    | 8. | Award Shares Terms and Restrictions |

  133. (Amended and Restated Effective March 1, 2024)

    (a) Award Shares issued or transferred to a Participant shall entitle such Participant to voting, dividend and other ownership rights. Each payment of Award Shares shall be evidenced by an agreement between the Company and the Participant. Each such agreement shall contain such terms and provisions, consistent with this Plan, as the Committee may approve, including, without limitation, prohibitions and restrictions regarding the transferability of Award Shares. (b) Except as otherwise set forth in this Section 8, Award Shares shall not be sold, assigned, transferred, exchanged, pledged, hypothecated or encumbered (collectively, a “Transfer”) by a Participant or any other person, voluntarily or involuntarily, other than a Transfer of Award Shares (i) by will or the laws of descent and distribution, (ii) pursuant to a domestic relations order that would meet the definition of a qualified domestic relations order under Section 206(d)(3)(B) of the Employee Retirement Income Security Act of 1974, as amended, if such provisions applied to the Plan, or a similar binding judicial order, (iii) directly or indirectly to a trust or partnership for the benefit of a Participant or his spouse, children or grandchildren (provided that Award Shares transferred to such trust or partnership shall continue to be Award Shares subject to the terms of this Plan), or (iv) with the consent of the Committee, after the substitution by a Participant of a number of shares of Class A or Class B Common Stock, par value $0.01 per share (the “New Shares”), for an equal number of Award Shares, whereupon the New Shares shall become and be deemed for all purposes to be Award Shares, subject to all of the terms and conditions imposed by this Plan and the Guidelines on the shares for which they are substituted, including the restrictions on Transfer, and the restrictions hereby imposed on the shares for which the New Shares are substituted shall lapse and such shares shall no longer be subject to this Plan or the Guidelines. The Company shall not honor, and shall instruct the Company’s transfer agent not to honor, any attempted Transfer and any attempted Transfer shall be invalid, other than Transfers described in clauses (i) through (iv) above. In no event will any Award Shares granted under this Plan be transferred for value. (c) Each Award shall provide that a Transfer of the Award Shares shall be prohibited or restricted for a period of three, five or ten years from the last day of the Performance Period. The length of the restricted period shall be determined by the Committee in its sole and absolute discretion. Further, the Committee may provide for any other shorter or longer restricted period as may be determined by the Committee (in its sole and absolute discretion) from time to time. Notwithstanding the foregoing, such restrictions shall automatically lapse on the earliest of: (i) the date the Participant dies or becomes Disabled; (ii) three years (or earlier with the approval of the Committee) after the Participant Retires; (iii) an extraordinary release of restrictions pursuant to Subsection (d) below; or (iv) a release of restrictions as determined by the Committee in its sole and absolute discretion (including, without limitation, a release caused by a termination of this Plan). Following the lapse of restrictions pursuant to this Subsection or Subsection (d) below, the shares shall no longer be “Award Shares” and, at the Participant’s request, the Company shall take all such action as may be necessary to remove such restrictions from the stock certificates, or other applicable records with respect to uncertificated shares, representing the Award Shares, such that the resulting shares shall be fully paid, nonassessable, and unrestricted by the terms of this Plan. (d) Extraordinary Release of Restrictions. (i) A Participant may request in writing that a Committee member authorize the lapse of restrictions on a Transfer of such Award Shares if the Participant desires to dispose of such Award Shares for (A) the purchase of a principal residence for the Participant, (B) payment of medical expenses for the Participant, his spouse or his dependents, (C) payment of educational expenses for the Participant, his spouse or his dependents, or (D) any other extraordinary reason the Committee approves in writing. The Committee shall have the sole power to grant or deny any such request. Upon the granting of any such request, the Company shall cause the release of restrictions in the manner described in Subsection (c) on such number of Award Shares as the Committee shall authorize. (ii) A Participant who is employed by the Employers may request such a release at any time following the third anniversary of the date the Award Shares were issued or transferred; provided that the restrictions on no more than 20% of such Award Shares may be released pursuant to this Subsection (d) for such a Participant. A Participant who is no longer employed by the Employers may request such a release at any time following the second anniversary of the date the Award Shares were issued or transferred; provided that the restrictions on no more than 35% of such Award Shares may be released pursuant to this Subsection (d) for such a Participant. (e) Legend. The Company shall cause an appropriate legend reflecting the restrictions to be placed on each certificate, or other applicable records with respect to uncertificated shares, for the Award Shares, reflecting the foregoing restrictions.

  134. (Amended and Restated Effective March 1, 2024)

    | 9. | Amendment, Termination, and Adjustments |

  135. (Amended and Restated Effective March 1, 2024)

    (a) The Committee, subject to approval by the Board of Directors of the Company, may alter or amend this Plan from time to time or terminate it in its entirety; provided, however, that, subject to Subsection (b), no such action shall, without the consent of a Participant, adversely affect the Participant’s rights in (i) an outstanding Award that was previously approved by the Committee for a Performance Period but has not yet been paid or (ii) any Award Shares that were previously issued or transferred under this Plan. In any event, no Award Shares will be issued or transferred under this Plan on or after March 1, 2034. Unless otherwise specified by the Committee, all Award Shares that were issued or transferred prior to the termination of this Plan shall continue to be subject to the terms of this Plan following such termination; provided that the Transfer restrictions on such Award Shares shall lapse as otherwise provided in Section 8. (b) The Committee shall make or provide for such adjustment (i) in the total number of Award Shares that may be issued or transferred under this Plan as specified in Section 10, (ii) in outstanding Award Shares, (iii) in the definition of Average Award Share Price, and (iv) in other Target Award or Award terms, as the Committee in its sole discretion, exercised in good faith, may determine is equitably required to reflect: (x) any stock dividend, stock split, combination of shares, recapitalization or any other change in the capital structure of the Company; (y) any merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution of assets, or issuance of rights or warrants to purchase securities; or (z) any other corporate transaction or event having an effect similar to any of the foregoing (collectively, the “Extraordinary Events”). Moreover, in the event of any such Extraordinary Event or a Change in Control, the Committee may provide in substitution for any or all outstanding Awards or Award Shares under this Plan such alternative consideration (including cash), if any, as it, in good faith, may determine to be equitable in the circumstances and shall require in connection therewith the surrender of all Target Awards, Awards and/or Award Shares so replaced in a manner that complies with or is exempt from Section 409A of the Code and applicable Treasury Regulations issued thereunder. Any securities that are distributed in respect of Award Shares in connection with any of the Extraordinary Events shall be deemed to be Award Shares and shall be subject to the Transfer restrictions set forth herein to the same extent and for the same period as if such securities were the original Award Shares with respect to which they were issued, unless such restrictions are waived or otherwise altered by the Committee. (c) Notwithstanding the provisions of Subsection (a), without further approval by the stockholders of the Company, no amendment to this Plan shall: (i) materially increase the maximum number of Award Shares to be issued or transferred under this Plan specified in Section 10 (except that adjustments expressly authorized by Subsection (b) shall not be limited by this clause (i)); (ii) cause Rule 16b-3 to become inapplicable to any Award; or (iii) make any other change for which stockholder approval would be required under applicable law or stock exchange requirements.

  136. (Amended and Restated Effective March 1, 2024)

    | 10. | Award Shares Subject to Plan |

  137. (Amended and Restated Effective March 1, 2024)

    (a) Subject to adjustment as provided in this Plan, the total number of shares of Class A Common Stock that may be issued or transferred as Award Shares under the Plan shall be 1,950,000 shares (consisting of 650,000 shares of Class A Common Stock that were approved by the Company’s stockholders in 2017, plus 600,000 shares of Class A Common Stock that were approved by the Company’s stockholders in 2022, plus an additional 700,000 shares of Class A Common Stock to be approved by the Company’s stockholders in 2024). (b) Notwithstanding anything to the contrary contained in this Plan, shares of Class A Common Stock withheld by the Company, tendered or otherwise used to satisfy tax withholding will count against the aggregate number of shares of Class A Common Stock available under this Section 10.

  138. (Amended and Restated Effective March 1, 2024)

    | 11. | Plan Effective Dates; Plan Approval by Stockholders |

  139. (Amended and Restated Effective March 1, 2024)

    The Hamilton Beach Brands Holding Company Executive Long-Term Equity Incentive Plan was originally approved by stockholders in 2017, and its effective date was September 29, 2017. The Hamilton Beach Brands Holding Company Executive Long-Term Equity Incentive Plan was amended and restated effective March 1, 2020, and was last amended and restated effective March 1, 2022. This 2024 amendment and restatement of the Hamilton Beach Brands Holding Company Executive Long-Term Equity Incentive Plan will be effective as of March 1, 2024 provided that such amendment and restatement is approved by the Company’s stockholders. If such approval has not been obtained by July 1, 2024, then (a) this 2024 amendment and restatement of the Hamilton Beach Brands Holding Company Executive Long-Term Equity Incentive Plan will not become effective, (b) all grants of Target Awards made on or after March 1, 2024 for Performance Periods beginning on or after January 1, 2024 will be rescinded, and (c) the Hamilton Beach Brands Holding Company Executive Long-Term Equity Incentive Plan, in the form as became effective on March 1, 2022, will remain the form of the Plan thereafter in effect.

  140. (Amended and Restated Effective March 1, 2024)

    | 12. | General Provisions |

  141. (Amended and Restated Effective March 1, 2024)

    (a) No Right of Employment. Neither the adoption or operation of this Plan, nor any document describing or referring to this Plan, or any part thereof, shall confer upon any employee any right to continue in the employ of the Employers, or shall in any way affect the right and power of the Employers to terminate the employment of any employee at any time with or without assigning a reason therefor to the same extent as the Employers might have done if this Plan had not been adopted. (b) Governing Law. The provisions of this Plan shall be governed by and construed in accordance with the laws of the State of Delaware. (c) Miscellaneous. Headings are given to the sections of this Plan solely as a convenience to facilitate reference. Such headings, numbering and paragraphing shall not in any case be deemed in any way material or relevant to the construction of this Plan or any provisions thereof. The use of the masculine gender shall also include within its meaning the feminine. The use of the singular shall also include within its meaning the plural, and vice versa. (d) Limitation on Rights of Employees; No Trust. No trust has been created by the Employers for the payment of Awards under this Plan, nor have the employees been granted any lien on any assets of the Employers to secure payment of such benefits. This Plan represents only an unfunded, unsecured promise to pay by the Company and a participant hereunder is a mere unsecured creditor of the Company. (e) Transferability of Target Awards and Awards. Target Awards shall not be transferable by a Participant. Award Shares paid pursuant to an Award shall be transferable, subject to the restrictions described in Section 8. (f) Section 409A of the Internal Revenue Code. This Plan is intended to be exempt from the requirements of Section 409A of the Code and applicable Treasury Regulations issued thereunder, and shall be administered in a manner consistent with such intent. Notwithstanding any provision of this Plan and Awards hereunder to the contrary, in light of the uncertainty with respect to the proper application of Section 409A of the Code, the Company reserves the right to make amendments to this Plan and Awards hereunder as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A of the Code without the consent of any Participant. In any case, a Participant will be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on a Participant or for a Participant’s account in connection with this Plan and grants hereunder (including any taxes and penalties under Section 409A of the Code), and neither the Company nor any of its affiliates will have any obligation to indemnify or otherwise hold a Participant harmless from any or all of such taxes or penalties. (g) Clawback Policy. Awards granted under this Plan (plus Award Shares and any other payments or benefits received under this Plan) are subject to the terms and conditions of the Company’s clawback provisions, policy or policies (if any) as may be in effect from time to time, including specifically to implement Section 10D of the Securities Exchange Act of 1934, as amended, and any applicable rules or regulations promulgated thereunder (including applicable rules and regulations of any national securities exchange on which the Class A Common Stock at any point may be traded) (the “Compensation Recovery Policy”), and relevant sections of any Award agreement to which this Plan is applicable (or any related documents) shall be interpreted consistently with (or deemed superseded by and/or subject to, as applicable) the terms and conditions of the Compensation Recovery Policy.

  142. (Amended and Restated Effective March 1, 2024)

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