UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.DC 20549

SCHEDULE 14A

(Rule14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ☑

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

HAMILTON BEACH BRANDS HOLDING COMPANY

(Name of Registrant as Specified in Itsits Charter)

Payment of Filing Fee (Check the appropriate box)all boxes that apply):

required

Check box if any part of the fee is offset as provided by Exchange Act Rule0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.materials

HAMILTON BEACH BRANDS HOLDING COMPANY

4421 WATERFRONT DR.

GLEN ALLEN, VA 23060

NOTICE OF ANNUAL MEETING

The Annual Meeting of stockholders (the “Annual Meeting”) of Hamilton Beach Brands Holding Company (the “Company”) will be held on Tuesday, May 15, 201817, 2022 at 11:12:00 a.m.p.m., at 5875 Landerbrook Drive, Cleveland, Ohio, for the following purposes:

The Board of Directors has fixed the close of business on March 19, 201825, 2022 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting or any adjournment thereof. The 2018 proxy statement2022 Proxy Statement and proxy cardCard are being mailed to stockholders commencing on or about March 26, 2018.April 6, 2022.

Dana B. SykesWe currently intend to hold our Annual Meeting in person; however, we continue to actively monitor the coronavirus (“COVID-19”) pandemic. We are sensitive to the public health and travel concerns our shareholders may have and the protocols that federal, state, and local governments may impose. In the event it is not possible or advisable to hold the Annual Meeting in person, we will announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting solely by means of remote communication. Please monitor our Annual Meeting webpage which can be accessed at https://www.hamiltonbeachbrands.com/investors/annual-meeting-materials for updated information.

Lawrence K. Workman, Jr.

Secretary

March 26, 2018April 6, 2022

Your vote is very important. Whether or not you plan to attend the Annual Meeting in person, please promptlyyou are encouraged to vote as soon as possible to ensure that your shares are represented at the meeting. If you are a stockholder of record and received a paper copy of the proxy materials by mail, you may vote your shares by proxy using one of the following methods: (i) vote via the internet (www.investorvote.com/HBB); (ii) vote by telephone(1-800-652-8683); or over(iii) complete, sign, date and return your proxy card in the Internet (www.investorvote.com/HBB) or by completing and mailing the enclosed form of proxy.postage-paid envelope provided. If you hold shares of both Class A Common Stock and Class B Common Stock, you only have to complete the single enclosed form of proxy or vote once via the Internetinternet or telephone. A self-addressed envelope is enclosed and no postage is required if mailed in the United States. If you wish to attend the meeting and vote in person, you may do so. If you hold your shares through an account with a bank, broker or similar organization, please follow the instructions you receive from the stockholder of record to vote your shares.

The Company’s Annual Report for the year ended December 31, 20172021 is being mailed to stockholders with the 20182022 Proxy Statement. The 20172021 Annual Report contains financial and other information about the Company but is not incorporated into the 20182022 Proxy Statement and is not considered part of the proxy soliciting material. You should also note that other information contained on or accessible through our website other than thisthe 2022 Proxy Statement is not incorporated by reference into thisthe 2022 Proxy Statement and you should not consider that information to be part of thisthe 2022 Proxy Statement.

Important Notice Regarding the Availability of Proxy Materials for the

Annual Meeting of Stockholders To Be Held on May 15, 2018 17, 2022:

The 20182022 Proxy Statement and

2017 2021 Annual Report are available, free of charge, at http:

https://www.hamiltonbeachbrands.com by clicking onwww.hamiltonbeachbrands.com/investors/annual-meeting-materials.

the “2018 Annual Meeting Materials” link and then clicking on either the “2018 Proxy Statement” link or the

“2017 Annual Report” link, as appropriate.

TABLE OF CONTENTS

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HAMILTON BEACH BRANDS HOLDING COMPANY

4421 WATERFRONT DR.

GLEN ALLEN, VA 23060

PROXY STATEMENT — MARCH 26, 2018APRIL 6, 2022

This Proxy Statement is furnished in connection with the solicitation by the Board of Directors (the “Board”) of Hamilton Beach Brands Holding Company, a Delaware corporation (the “Company,” “Hamilton Beach Holding,” “we,” “our” or “us”), of proxies to be used at the annual meeting of our stockholders to be held on May 15, 201817, 2022 (the “Annual Meeting”). This Proxy Statement and the related form of proxy are being mailed to stockholders commencing on or about March 26, 2018.April 6, 2022.

If the enclosed form of proxy is executed, dated and returned or if you vote electronically, the shares represented by the proxy will be voted as directed on all matters properly coming before the Annual Meeting for a vote. Proxies that are properly signed without any indication of voting instructions will be voted as follows:

The proxies may be revoked at any time prior to their exercise by giving notice to us in writing or by executing and delivering a later-dated proxy. Attendance at the Annual Meeting will not automatically revoke a proxy, but a stockholder of record attending the Annual Meeting may request a ballot and vote in person, thereby revoking a previously granted proxy.

Stockholders of record at the close of business on March 19, 201825, 2022 will be entitled to notice of, and to vote at, the Annual Meeting. On that date, we had 9,163,63610,050,513 outstanding shares of Class A Common Stock, par value $0.01 per share (“Class A Common”), entitled to vote at the Annual Meeting and 4,524,5363,869,173 outstanding shares of Class B Common Stock, par value $0.01 per share (“Class B Common”), entitled to vote at the Annual Meeting. Each share of Class A Common is entitled to one vote for a nominee for each of the eleven directorships to be filled and one vote on each other matter properly brought before the Annual Meeting. Each share of Class B Common is entitled to ten votes for each such nominee and ten votes on each other matter properly brought before the Annual Meeting. Class A Common and Class B Common will vote as a single class on all matters anticipated to be brought before the Annual Meeting.

At the Annual Meeting, in accordance with Delaware law and our Amended and Restated Bylaws (“Bylaws”), the inspectors of election appointed by the Board for the Annual Meeting will determine the presence of a quorum and tabulate the results of stockholder voting. As provided by Delaware law and our Bylaws, the holders of a majority of the outstanding voting power of all classes of our stock, issued and outstanding, and entitled to vote

at the Annual Meeting and present in person or by proxy at the Annual Meeting, will constitute a quorum for the Annual Meeting. The inspectors of election intend to treat (1) treat properly executed proxies marked “abstain” as “present” for purposes of determining whether a quorum has been achieved at the Annual Meeting and (2) treat proxies held in “street name” by brokers that are voted on at least one, but not all, of the proposals to come before the Annual Meeting (the “brokernon-votes”) as “present” for purposes of determining whether a quorum has been achieved at the Annual Meeting.

Proposal 1is to elect eleven directors, each for a term expiring at the next annual meeting of stockholders and until their respective successors are duly elected and qualified. Our Bylaws provide that our directors are elected by a plurality vote. Shares for which authority is withheld to vote for director nominees and brokernon-votes will have no effect on the election of directors except to the extent the failure to vote for a director nominee results in another nominee receiving a largergreater number of votes. In accordance with Delaware law and our Bylaws, the eleven director nominees receiving the greatest number of votes will be elected directors.

In accordance with our Bylaws,Proposal 2 is to approve the Hamilton Beach Brands Holding Company Executive Long-Term Equity Incentive Plan (amended and restated effective March 1, 2022). We will consider the affirmative vote of the holders of a majority of the votes cast is required to approve all other proposals that are brought before the Annual Meeting, includingas approval of Proposal 2. As a result, abstentions2. Abstentions and brokernon-votes will not be treated as votes cast. Theycast, so they will not affect the outcome of Proposal 2 or any other proposal properly brought before2.

Proposal 3 is an advisory vote on the Board.Company’s Named Executive Officer compensation. Although Proposal 3 is non-binding, the advisory vote allows our stockholders to express their opinions regarding our executive compensation. We will consider the affirmative vote of the holders of a majority of the votes cast as approval of Proposal 3. Abstentions and broker non-votes will not be treated as votes cast, so they will not affect the outcome of Proposal 3.

Proposal 4 is an advisory vote on the ratification of the appointment of EY as our independent registered public accounting firm for 2022. Although Proposal 4 is non-binding, the advisory vote allows our stockholders to express their opinions regarding our appointment of EY as our independent registered public accounting firm for 2022. We will consider the affirmative vote of the holders of a majority of the votes cast as approval of Proposal 4. Abstentions and broker non-votes will not be treated as votes cast, so they will not affect the outcome of Proposal 4.

We are not aware of any business that may properly be brought before the Annual Meeting other than those matters described in this Proxy Statement. If any matters other than those shown on the proxy card are properly brought before the Annual Meeting, the proxy card gives discretionary authority to the persons named on the proxy card to vote the shares represented by such proxy card.

In accordance with Delaware law and our Bylaws, we may, by a vote of the stockholders, in person or by proxy, adjourn the Annual Meeting to a later date(s), without changing the record date. If we were to determine that an adjournment was desirable, the appointed proxies would use the discretionary authority granted pursuant to the proxy cards to vote in favor of such an adjournment.

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PART I –- CORPORATE GOVERNANCE INFORMATION

About Hamilton Beach Holdingthe Company

Hamilton Beach Holding is an operating holding company for two separate businesses: consumer, commercial and specialty small appliances (Hamilton Beach Brands, Inc.) and specialty retail (The Kitchen Collection, LLC).The Company operates through its wholly-owned subsidiary Hamilton Beach Brands, Inc. (“HBB”). HBB is a leading designer, marketer, and distributor of branded, small electric household and specialty housewares appliances as well as commercial products for restaurants, bars, and hotels. HBB markets such products under numerous brand names, includingoperates in the Hamilton Beach^®, Proctor Silex^®consumer, commercial, and Weston^® brands, among others. The Kitchen Collection, LLC (“KC”) is a national specialty retailer of kitchenware in outlet and traditional malls throughout the United States.

Separation of Hamilton Beach Holding from NACCO Industries, Inc.

On September 29, 2017, our Company wasspun-off from NACCO Industries, Inc. (“NACCO”), and became an independent publicly traded company through the distribution of all of the outstanding shares of Hamilton Beach Holding common stock to NACCO stockholders. Our common stock began “regular way” trading under the ticker symbol “HBB” on the New York Stock Exchange (“NYSE”) on September  29, 2017.small appliance markets.

Board Composition

Our Board currently consists of eleven directors. Directors are elected at each annual meeting to serve forone-year terms andor until their respective successors are duly elected and qualified, subject to their earlier death, resignation or removal. Biographical information and qualifications of our directors are included under “Proposal 1 - Election of Directors.” beginning

Board Leadership Structure

Under the Company’s current leadership structure, the Company’s roles of Chairman and Chief Executive Officer are separated, enabling Gregory H. Trepp, our President and Chief Executive Officer to focus on page 9.managing the Company and the HBB business and Alfred M. Rankin, Jr., our Non-Executive Chairman, to devote his time and attention to matters of strategic oversight, Board oversight and governance. The Board believes that Mr. Rankin possesses in-depth knowledge of the issues, opportunities and challenges facing the Company and our business. Because of this knowledge and insight, the Board believes that Mr. Rankin is in the best position to effectively identify strategic opportunities and priorities and to lead discussions regarding the execution of the Company’s strategies and achievement of its objectives. As Non-Executive Chairman, Mr. Rankin is able to:

We do not assign a lead independent director. For meetings of the independent directors, the presiding director is determined based upon the context and subject matter of the meeting.

In accordance with the Company’s Corporate Governance Guidelines, the Board retains the right to exercise its discretion in combining or separating the offices of Chairman of the Board and Chief Executive Officer. This determination is made after considering relevant factors, including the specific needs of the business and the best interests of the Company and its stockholders. The Board believes that its current leadership structure is appropriate and meets the Company’s current needs. The Board will regularly assess its leadership structure to determine whether the leadership structure is the most appropriate for the Company at the time.

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Directors’ Independence

In making a determination as to the independence of our directors, our Board considered Section 303A of the New York Stock Exchange (“NYSE”) listing standards and broadly considered the materiality of each director’s relationship with us. Based on this criteria, our Board has determined that the following directors are independent:

Board Oversight of Risk Management

The Board oversees our risk management. The full Board (as supplemented by the appropriate Board committee in the case of risks that are overseen by a particular committee) regularly reviews information provided by management in order for our Board to oversee our risk identification, risk management and risk mitigation strategies. Our Board committees assist the full Board’s oversight of our material risks by focusing on risks related to the particular area of concentration of the relevant committee. The full Board incorporates the insight provided by these reports into its overall risk management analysis.

Cybersecurity is among our Board’s oversight priorities. While the Audit Review Committee reviews matters regarding our information systems and cybersecurity practices and procedures as they relate to accounting, auditing and financial reporting, our Board oversees the Company’s cybersecurity risks more broadly. We rely heavily on information technology systems and recognize that cyber-attacks are becoming not only more common but also more sophisticated. As a result, we focus on developing and executing strategies to mitigate the risks of disruption of our critical systems and to protect the confidentiality, integrity, and availability of our business data as well as that of our customers, employees, and vendors. To mitigate the risks of cybersecurity incidents, we have established a cross-functional cybersecurity task force and leverage established cybersecurity frameworks and practices, which include regularly updating technology, developing security policies and procedures, monitoring and routine testing of information systems, developing an incident response plan, carrying appropriate levels of cybersecurity insurance, and providing cybersecurity awareness training to employees.

Directors’ Meetings and CommitteesAttendance

Our Board established the following standing committees: an Audit Review Committee, a Compensation Committee, a Nominating and Corporate Governance Committee (“NCG Committee”), and an Executive Committee. The table below shows the current directors, the members of each committee and the number of meetings held since thespin-off from NACCO in September 2017:

Our Board held twosix meetings in 2017 since thespin-off. With the exception of two directors who were not able to attend one committee meeting each,2021. During their tenure in 2021, all of our currentthe directors attended one hundred percent (100%)at least 75% of the total meetings held by our Board and by the committees on which they servedserved.

In accordance with NYSE rules, our non-management directors meet in 2017. executive session, without management, at least once a year. These executive sessions are typically held following each regular Board meeting, with the Non-Executive Chairman presiding. In addition, the independent members of the Board meet at least once a year in separately scheduled sessions, with the presiding director determined based upon the context and subject matter of the meeting. Additional meetings of the independent directors may be scheduled when the independent directors believe such meetings are desirable. A meeting of the independent directors was held on February 23, 2021.

We hold a regularly scheduled meeting of our Board in conjunction with our annual meeting of stockholders. Directors are expected to attend the annual meeting of stockholders absent an appropriate excuse. Because we completedAll of ourspin-off from NACCO in September 2017, we did not hold an directors who were directors on the date of our 2021 annual meeting of stockholders in 2017.

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Board Committees

Our Board has determined that, based primarily onan Audit Review Committee, a Compensation and Human Capital Committee, a Nominating and Corporate Governance Committee (the “NCG Committee”), a Planning Advisory Committee, and an Executive Committee.

The table below shows the ownership of Class A Common and Class B Common bycurrent directors, the members of each committee and the Taplin and Rankin families, we have the characteristicsnumber of and may be, a “controlled company,” as definedmeetings held in Section 303A of the NYSE listing standards. However, the Board has elected not to make use, at the present time, of any of the exceptions to the NYSE listing standards that are available to controlled companies. Accordingly, at least a majority of the members of our Board are independent, as described in the NYSE listing standards, and our Compensation Committee, Audit Review Committee and NCG Committee are composed entirely of independent directors. In making a determination as to the independence of our directors, our Board considered Section 303A of the NYSE listing standards and broadly considered the materiality of each director’s relationship with us. Based on this criteria, our Board has determined that the following current directors are independent:2021:

In accordance with NYSE rules, ournon-management directors are scheduled to meet in executive session, without management, once a year. The Chairman of the Compensation Committee typically presides at such meetings. Additional meetings of thenon-management directors may be scheduled when thenon-management directors believe such meetings are desirable. The determination of which director should preside at any such additional meetings will be made based on the subject matter to be discussed at each such meeting.

Description of Committees

The responsibilities of the Audit Review Committee, Compensation and Human Capital Committee, and Nominating and Corporate Governance Committee are set forth in each committee’s charter, all of which are available on our website at www.hamiltonbeachbrands.com/investors/corporate-governance.

Audit Review Committee. The Audit Review Committee has responsibilities in its charter with respect to:

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Our Board has determined that:

Compensation and Human Capital Committee. The Compensation and Human Capital Committee has responsibilities in its charter with respect to thestrategic oversight and administration of our policies and programs for compensating our employees, including our executive officers subject to Section 16 under the Securities Exchange Act of 1934 (the “Exchange Act”) and directors.our directors (or any other employees as determined by the Compensation and Human Capital Committee), as well as our policies and practices for developing and investing in the Company’s human capital. Among other things, these responsibilities include:

The Compensation and Human Capital Committee may, in its discretion, delegate duties and responsibilities to one or more subcommittees or, in appropriate cases, to our senior managers. The Compensation and Human Capital Committee retains and receives assistance in the performance of its responsibilities from an internationally recognized compensation consulting firm, discussed herein under “Compensation Consultants” on page 20.Consultant.” The Board has determined that each member of the Compensation and Human Capital Committee is independent, as defined in the SEC rules and the NYSE listing standards.

Nominating and Corporate Governance Committee. Among other things, the NCG Committee’s responsibilities contained in its charter include:

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The NCG Committee will consider director candidates recommended by our stockholders. See “Procedures for Submission and Consideration of Director Candidates” on page 45. The Board has determined that each member of the NCG Committee is independent, as defined in the NYSE listing standards. The NCG Committee will consider director candidates recommended by our stockholders. See the section herein entitled “Procedures for Submission and Consideration of Director Candidates.” The NCG Committee may consult with members of the Taplin and Rankin families, including Alfred M. Rankin, Jr., the Executive Chairman of the Company, regarding the composition of our Board.

Planning Advisory Committee. The Planning Advisory Committee has the responsibilities set forth in its charter, including:

Executive Committee. The Executive Committee may exercise all of the powers of our Board over the management and control of our business during the intervals between meetings of our Board.

Corporate Responsibility

Together with our predecessors, we have been enriching consumers’ lives for decades with Good Thinking^®, which incorporates teamwork and inspired thinking into all areas of our business and allows us to deliver innovative solutions that improve everyday living. We focus on working to create competitive advantage and long-term value, which necessarily means taking into consideration a host of complex factors such as impacts to our customers and consumers, our workforce, our vendors and other business partners, our stockholders, the communities in which we operate, and the environment. We believe that effective governance demands that our management team and Board continue to do the tough and challenging job of exercising sound business judgment—evaluating competing considerations regarding complex issues and appropriately assessing trade-offs so that decisions are well-considered and reflect a reasonable strategy to create sustainable long-term value. We believe that our long-term perspective incorporates corporate responsibility into our governance and, in turn, our strategy, which we believe will maximize the likelihood of long-term value creation.

We believe that taking an integrated approach to issues that impact our business and our stakeholders—including environmental, social and governance (“ESG”) issues—protects the long-term interests of our stockholders by enhancing the health, prospects and sustainability of our business. We are committed to preparing for the future and being a responsible corporate citizen for the benefit of our customers and consumers, our workforce, our vendors and other business partners, our stockholders, the communities in which we operate, and the environment.

In 2021, we established a cross-functional ESG Advisory Committee to evaluate environmental, social and governance topics in order to provide input to our management team. This advisory committee meets regularly to evaluate and share relevant information regarding ESG practices and progress. In addition, the ESG Advisory Committee provides input for our ESG-related disclosures, including the Human Capital Resources summary

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included in the Company’s Annual Report on Form 10-K and this Proxy Statement. We expect the work of our ESG Advisory Committee to continue to enhance our understanding of the impact of our business on our various stakeholders, which we think will strengthen our ability to make well-considered decisions that are in the long-term best interests of our stockholders.

Governance

Our Board Leadership Structurehas determined that, based primarily on the ownership of Class A Common and Class B Common by the members of the Taplin and Rankin families, we may qualify as a “controlled company,” as defined in Section 303A of the listing standards of the NYSE. Under the listing standards of the NYSE, a controlled company is not required to comply with certain corporate governance requirements. Such requirements include having a majority of independent directors and having a nominating and corporate governance committee and compensation committee composed entirely of independent directors, each with written charters and annual performance evaluations for each committee.

Although the Company may qualify as a controlled company, our Board evaluates its governance practices annually and has elected not to make use of any of the exceptions to the NYSE listing standards that are available to controlled companies. Accordingly, the majority of the members of our Board are independent, as described in the NYSE listing standards. Our Audit Review Committee, NCG Committee and Compensation and Human Capital Committee are all composed entirely of independent directors. Each committee has a written charter that describes the purpose and responsibilities of the committee, and each committee conducts an annual evaluation of its performance based on the responsibilities set forth in its charter.

Our Board sets the tone for the Company and provides a foundation for strong governance practices. Our Board reflects a balance of longer-tenured members with in-depth knowledge of our business, and newer members who bring valuable attributes, skills and experiences that are relevant to our business and the challenges we face. We believe this combination results in a well-balanced membership that combines a diversity of experience, skill and intellect, enabling the Company to pursue its long-term, strategic objectives effectively.

The NCG Committee oversees and reviews our corporate responsibility programs, including environmental, social and governance matters, while the Compensation and Human Capital Committee oversees compensation programs and provides strategic oversight and guidance regarding our development and execution of human capital strategies and programs.

Environmental Sustainability

We are committed to conducting our business in a manner that not only complies with our environmental obligations, but also is environmentally responsible. Our employee-led Environmental Sustainability Committee provides input to our management team regarding sustainability initiatives. For example, through our recycling and recertification program, we recycle certain electronics and research and development products, as we strive to continue to reduce the amount of waste sent to landfills. We also recognize the importance of sustainability in the everyday lives of our consumers. As a result, we are committed to promoting environmental sustainability by bringing to market appliances that are environmentally friendly and that enable our customers to reduce or eliminate waste. One such example is our water filtration appliances, which help to mitigate the impact of single use plastic bottles.

Social

The Company considers its commitment to people, including its employees, customers and consumers, and the local communities in which it operates as a primary focus of corporate responsibility. The Company’s rolespriority on people focuses on four principal areas: human capital resources, consumer health and safety, engagement with local communities, and supply chain management.

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Human Capital Resources

Our business is dependent upon, and focused on, people—our employees, our customers and the consumers who enjoy our appliances, and the communities in which we live. Our culture is built on and centered around Good Thinking^®, which incorporates teamwork, service and inspired thinking into all areas of Executive Chairmanour business. We believe that this values-based culture is a core strength that provides the foundation for our working environment and Chief Executive Officerour employees. Good Thinking^® is more than developing new products; it inspires everything we do.

Within this culture, our people are separated,our most valuable resource, and we expect them to remain the key to our success for decades to come. We strive to create an environment that attracts, engages and develops the talent necessary to enable our performance and growth, including by offering competitive compensation and benefits, providing attractive professional growth opportunities, and insisting that everyone be treated with dignity and respect and be afforded equal opportunity. We also recognize the basic human need to feel a sense of inclusion, belonging, and meaning. So, we strive to foster an environment in which our people are passionate about our business and our Good Thinking^® culture, have a seat at the table, and genuinely believe that they are doing meaningful work. We believe that employees with diverse backgrounds, experiences and viewpoints bring value to our Company, especially when coupled with a strong culture of trust in which competing ideas are not only allowed but encouraged to emerge. We strongly believe that this type of environment drives discretionary effort, morale, creativity, initiative and retention—and, in turn, long-term competitive advantage and value creation. Within the framework of our Good Thinking^® culture, we operate as One Team and strive to enrich the lives of our customers and consumers by delivering innovative solutions that improve everyday living, all while having a positive, lasting impact on our people and the communities in which we operate.

We are committed to achieving the highest standards of legal and ethical conduct, including by protecting the human rights and fair treatment of our employees. Our policies and programs—including our Code of Corporate Conduct and other compliance policies, our employment-related policies, and our Human Rights Policy—are designed to support this effort.

As of December 31, 2021, the Company employed approximately 700 employees in four countries—Canada, China, Mexico, and the United States, of which approximately 685 were full time and 15 were part time. Approximately 1% of our workforce is covered by collecting bargaining agreements, all of whom are based in Canada or Mexico. There are approximately 500 employees in the United States with about half of those based at the Company’s headquarters in Richmond, Virginia, which is home to the Company’s product design, development and marketing teams as well as its state-of-the-art test kitchen and UL-certified test laboratory. Most of the remaining employees in the United States support the operation of our Byhalia, Mississippi distribution centers. We consider employee relations to be good.

Occupational Health and Safety

One of our top priorities is protecting the health and safety of our workforce. We are committed to maintaining a safe work environment and operating in a safe, secure and responsible manner. We require all Company personnel to perform their work in a manner that complies with legal requirements protecting the safety and health of all persons from unreasonable risks. In addition to maintaining property and equipment in safe operating conditions, our occupational health and safety framework includes certain safety training programs and safety-related processes and procedures as we strive to ensure the health and safety of our workforce. Employees are encouraged to initiate safety improvements, participate in safety committees, and always reinforce safe behaviors.

Talent Acquisition, Development and Retention

The long-term success and growth of our business depend in large part on our ability to execute an effective talent strategy that attracts, engages and grows a highly talented and committed workforce capable of enabling Gregory H. Trepp,

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and leading our Presidentperformance. To meet our talent objectives, we utilize key strategies and CEOprocesses related to focusrecruitment while we remain focused on managingcontinuing to strengthen our onboarding and ongoing learning development in the wake of the COVID-19 pandemic. We monitor market compensation and benefits to be able to attract, retain and promote employees and reduce turnover and its associated costs. Through our total rewards programs, we strive to offer competitive compensation, benefits and services to our full-time employees including, incentive plans, recognition plans, defined contribution plans, healthcare benefits, tax-advantaged spending accounts, employee assistance programs and other programs such as sick leave and paid vacation and holidays.

We are a learning organization committed to the goal of continuous improvement and the development of our workforce. To empower our employees to reach their full potential, we offer certain training, learning experiences and resources, such as “Hamilton Beach University”—a cross-functional learning program designed not only to help employees learn about our Company, our products and our industry but also to stay abreast of emerging trends and to develop job-specific skills.

Diversity and Inclusion

As an equal opportunity employer, we make decisions without regard to race, color, religion, creed, gender, sexual orientation, gender identity, marital status, national origin, age, veteran status, disability, or any other protected class. We strive to cultivate diversity of perspective in our workforce and believe teammates with diverse backgrounds, experiences and viewpoints bring value to our organization and improve our Good Thinking ^® and, in turn, our decision-making. We strive to create a workplace in which employee differences are embraced and competing perspectives are encouraged to emerge, allowing robust collaboration and teamwork to drive better decision making and more favorable results for all stakeholders. All employees participate in training intended to enhance our awareness of the benefits of a diverse and inclusive workforce, to encourage more meaningful collaboration, and to strengthen team effectiveness.

COVID-19 Response

In March 2020, we established a cross-functional task force to monitor and respond to the growing health crisis. We established specific strategies for each location that were designed to protect our employees and to comply with applicable legal requirements and local guidelines. In addition, we followed guidelines from the World Health Organization, Occupational Safety and Health Administration and the Centers for Disease Control and Prevention in developing prevention and workplace protocols, including mandating mask wearing, social distancing and remote working where possible.

Throughout the pandemic we have monitored the changing landscape of local requirements and guidelines for all locations and have made changes to our workplace protocols as necessary. We continue to monitor diligently the developments related to COVID-19 and to adjust as needed to perform our business requirements while providing a safe environment for our workforce. We continue to comply with applicable legal requirements and, in anticipation of our return to office in 2022, we have updated and communicated company-wide safety protocols and will continue to offer flexibility for our employees.

We have been impressed by the resiliency and adaptability demonstrated by our employees throughout the pandemic. We believe that their ability to remain flexible and to work productively and collaboratively and, in many cases, remotely during such stressful and unpredictable times is a testament to the strength of our Good Thinking^® culture. We also believe that the pandemic-related challenges experienced during the last two years have strengthened us and that we now are better positioned to adjust work locations and patterns if other disruptive events were to occur.

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Consumer Health & Safety

The strength of our brands depends on the trust that we earn from our consumers and, if we are to enrich consumers’ lives with Good Thinking^®, our products must be known to be safe. For example, materials and component parts that contact food must be non-toxic and free of heavy metals and, because our products are primarily electrical appliances, the plastics used in them must satisfy very strict flammability, impact and material strength requirements.

We have deep expertise in our products, consumer use of our products, and potential consumer misuse. We develop, test and refine the design of each of our products. We research usage patterns and conduct multiple design and safety reviews. As a result, our detailed specifications meet and often exceed applicable safety standards such as those of Underwriters Laboratories, the Canadian Standards Association and the International Electrotechnical Commission.

We also carefully select our manufacturing partners, developing long-term relationships with organizations committed to our rigorous standards. All products must meet our detailed specifications and performance standards, and we actively monitor supplier performance on an ongoing basis. For example, we generally require our suppliers to submit weekly quality data, which results in feedback through formal corrective action requests. This prompt feedback drives the elimination of defects at the source and improves product quality, which is critical to safety.

Our suppliers must perform inspections of incoming component parts and raw materials, in-process quality control inspections along each assembly line, and end-of-line audits on a specified portion of product that has passed in-process inspections. With approximately 30 employees based in China dedicated to quality assurance, we routinely conduct supplier quality audits, manufacturing process audits, social accountability audits, and U.S. Customs Trade Partnership Against Terrorism audits. Additionally, we perform pre-shipment inspections on every shipment from a supplier, and we routinely audit product after arrival in our U.S. distribution center.

Engagement with Local Communities

We recognize the interdependency among our business and the health of the communities in which we operate. We strive to be a responsible corporate citizen by supporting our local communities and helping them remain safe, healthy and resilient—which we think is not only the right thing to do but also in the long-term best interests of our stockholders.

We are proud of our contributions to the communities where we live and work. We have a focused and active charitable contributions program in which we seek to support not-for profit organizations in our communities, including by providing an employee matching gift program of up to $5,000 per employee per year. We also offer our employees one paid day off per year to volunteer. We are pleased that many of our employees are active in our communities, volunteering or otherwise contributing their time, energy and resources. We encourage this strong engagement and believe that it strengthens our Company, our people and our communities. We also participate in other charitable initiatives, including product donations and programs to enhance employee engagement with charitable organizations. For example, since 2018 we regularly have donated sets of small kitchen appliances to the new owners of homes built by Habitat for Humanity in the communities surrounding Richmond, Virginia, the location of our headquarters office.

Supply Chain Management

We are committed to achieving the highest standards of ethical and legal conduct for our Company and our business partners. We purchase substantially all our finished products from suppliers in China, which we evaluate and select carefully based on a number of important factors, including high quality standards, compliance with law, and compliance with prevailing international standards regarding fair competition and

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human rights. Our supplier agreements require suppliers to comply with our Supplier Code of Conduct, which subjects the suppliers to audit and imposes rigorous requirements regarding human rights and the treatment of workers. These requirements set standards regarding topics such as environmental compliance, conflict minerals, anti-discrimination, compensation and benefits, working hours, working conditions, and worker health and safety, and include zero tolerance provisions relating to child labor, forced labor, harassment, abuse, and compliance with importation laws.

Code of Conduct

We have adopted a Code of Corporate Conduct that applies to all of our directors and employees and is designed to provide guidance on how to behave legally and ethically while performing work for the Company. We also have adopted Corporate Governance Guidelines that provide a framework for the conduct of our Board. The Code of Corporate Conduct, the Corporate Governance Guidelines and our Independence Standards for Directors are available free of charge on our website at www.hamiltonbeachbrands.com/investors/corporate-governance.

All of our directors and senior management employees annually complete certifications with respect to their compliance with our Code of Corporate Conduct.

Hedging and Speculative Trading Policies

The Company prohibits directors, officers and certain designated employees from purchasing financial instruments, including pre-paid variable forward contracts, equity swaps, collars and exchange funds, or otherwise engaging in transactions that are designed to or have the effect of hedging or offsetting any change in the market value of equity securities granted by the Company as part of his or her compensation or held, directly or indirectly, by the officer, director or employee. However, the Company does not prohibit employees who are not officers or designated employees from engaging in such transactions.

Shares of Class A Common that are issued to directors and certain senior management employees of the Company for compensatory purposes generally are subject to transfer restrictions beginning on the last day of the applicable performance period. During this time frame, the shares may not be transferred (subject to certain exceptions), hedged or pledged. Directors and the most senior management employees of the Company are required to hold their shares for 10 years while less senior management employees of the Company are required to hold shares for periods of either three years or five years. The Company has a policy that prohibits directors, officers and certain designated employees from pledging shares of non-restricted Class A or Class B Common without the Company’s consent.

Review and Approval of Related-Person Transactions

Alfred M. Rankin, Jr. is the brother of Thomas T. Rankin, the father of Clara R. Williams, and the father-in-law of J.C. Butler, Jr., each of whom is a director. As indicated herein on the Director Compensation Table, Mr. Thomas Rankin received $170,430, Ms. Williams received $174,172 and Mr. Butler received $178,470 in total compensation from the Company for their service as directors in 2021. Mr. Alfred M. Rankin, Jr. received $769,418 in total compensation from the Company for his service as a director and for services rendered pursuant to the consulting agreement between Mr. Rankin and the Company which had been approved by the Audit Review Committee for 2021. For 2022, the Audit Review Committee approved the renewal of the consulting agreement with Mr. Rankin. The Director Compensation Table in Part II contains details about these arrangements.

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The Audit Review Committee reviews all relationships and transactions in which we and our directors and executive officers or their immediate family members are participants to determine whether such persons have a direct or indirect material interest in such transactions. Our Law Department is primarily responsible for the processes and controls to obtain information from the directors and executive officers with respect to related person transactions in order to enable the Audit Review Committee to determine whether the related person has a direct or indirect material interest in the transaction. In the course of its review, the Audit Review Committee considers:

Based on this review, the Audit Review Committee will determine whether to approve any such related-person transaction. The Audit Review Committee will not approve any such related-person transaction if it determines that such related-person transaction is inconsistent with the interests of the Company and its separate HBB and KC businesses and Alfred M. Rankin, Jr., our Executive Chairman, to devote his time and attention to matters of strategic oversight, Board oversight and governance. The Board believes that Mr. Rankin, retired Chairman, President and CEO of NACCO, the Company’s former parent, possessesin-depth knowledge of the issues, opportunities and challenges facing the Company and each of our principal businesses as an independent public company. Because of this knowledge and insight, the Board believes that Mr. Rankin is in the best position to effectively identify strategic opportunities and priorities and to lead the discussion for the execution of the Company’s strategies and achievement of its objectives. As Executive Chairman, Mr. Rankin is able to:stockholders.

This Board leadership structure also enhances the effectiveness of the boards of directors of HBB and KC, which have parallel structures to the Company’s Board and provide oversight at the strategic and operational level. Each director who serves on our Board is also aAny member of the HBB and KC boards of directors. Our Executive Chairman also serves asAudit Review Committee who is a related person with respect to a transaction under review may not participate in the Executive Chairmandeliberations or vote with respect to the approval or ratification of the HBB and KC boardstransaction. However, such director may be counted in determining the presence of directors. This structure provides a common and consistent presencequorum at a meeting of the Audit Review Committee that enablesconsiders the HBB and KC boards of directors to function effectively and efficiently.

We do not assign a lead independent director, but the Chairman of our Compensation Committee presides at the regularly scheduled meetings of independent directors.transaction.

Communications with Directors

Our stockholders and other interested parties may communicate with our Board as a group, with thenon-management directors as a group, or with any individual director by sending written communications to Hamilton Beach Brands Holding Company, 4421 Waterfront Drive, Glen Allen, Virginia 23060, Attention: Secretary. Complaints regarding accounting, internal accounting controls or auditing matters will be forwarded directly to the Chairman of the Audit Review Committee. All other communications will be provided to the individual director(s) or group of directors to whom they are addressed. Copies of all communications will be provided to all other directors. However, any communications that are considered improper for submission will not be provided to the directors. Examples of communications that would be considered improper include, without limitation, customer complaints, solicitations, communications that do not relate, directly or indirectly, to our business, or communications that relate to improper or irrelevant topics.

Board Oversight of Risk Management

The Board oversees our risk management. The full Board (as supplemented by the appropriate board committee in the case of risks that are overseen by a particular committee) regularly reviews information provided by management in order for our Board to oversee our risk identification, risk management and risk mitigation strategies. Our Board committees assist the full Board’s oversight of our material risks by focusing on risks related

to the particular area of concentration of the relevant committee. The full Board incorporates the insight provided by these reports into its overall risk management analysis.

Code of Conduct

We have adopted a Code of Corporate Conduct that applies to all of our directors and employees and is designed to provide guidance on how to act legally and ethically while performing work for Hamilton Beach Holding. We have also adopted Corporate Governance Guidelines that provide a framework for the conduct of our Board. The Code of Corporate Conduct, the Corporate Governance Guidelines and our Independence Standards for Directors, as well as the charters of the committees of our Board, are available free of charge on our website at http://www.hamiltonbeachbrands.com, under the heading “Governance.”

All of our directors and senior management employees annually complete certifications with respect to their compliance with our Code of Corporate Conduct.

Review and Approval of Related-Person Transactions

The Audit Review Committee reviews all relationships and transactions in which we and our directors and executive officers or their immediate family members are participants to determine whether such persons have a direct or indirect material interest in such transactions. Our legal department is primarily responsible for the processes and controls to obtain information from the directors and executive officers with respect to related person transactions in order to enable the Audit Review Committee to determine whether we or a related person has a direct or indirect material interest in the transaction. In the course of its review, the Audit Review Committee considers:

Based on this review, the Audit Review Committee will determine whether to approve or ratify any transaction that is directly or indirectly material to us or a related person.

Any member of the Audit Review Committee who is a related person with respect to a transaction under review may not participate in the deliberations or vote with respect to the approval or ratification of the transaction. However, such director may be counted in determining the presence of a quorum at a meeting of the Audit Review Committee that considers the transaction.

Report of the Audit Review Committee

The Audit Review Committee oversees our financial reporting process on behalf of the Board. The Audit Review Committee is comprised solely of independent directors as defined by the SEC and described in the listing standards of the NYSE. The Audit Review Committee’s responsibilities are listed on page 4above in the section entitled “Description of Committees” and the Audit Review Committee’sits charter is available at www.hamiltonbeachbrands.com under “Governance.”www.hamiltonbeachbrands.com/investors/corporate-governance. In fulfilling its oversight responsibilities, the Audit Review Committee reviewed and discussed with Company management the audited financial statements contained in our Annual Report with Company management.Report.

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The Audit Review Committee reviewed with EY, our independent auditor, which is responsible for expressing an opinion on the conformity of our annual financial statements with U.S. generally accepted accounting principles, its judgments as to the quality, not just the acceptability, of our accounting principles and such other matters as are required to be discussed with the Audit Review Committee by the standardsapplicable requirements of the Public Company Accounting Oversight Board (United States) (“PCAOB”), including PCAOB Auditing Standard No. 1301, Communications With Audit Committees, and the rules of the SEC, and other applicable regulations.SEC. In addition, the

Audit Review Committee has discussed with EY the firm’s independence from Company management and the Company, including the matters in the letter from EY required by PCAOB Rule 3526, Communication with Audit Committees Concerning Independence, and considered the compatibility ofnon-audit services with EY’s independence. The Audit Review Committee also reviewed and discussed together with management and EY the Company’s audited financial statements for the year ended December 31, 2017, and2021, the results of management’s assessment of the effectiveness of the Company’s internal control over financial reporting, and EY’s audit of internal control over financial reporting.

In reliance on the reviews and discussions referred to above, the Audit Review Committee recommended to the Board, and the Board has approved, that the audited financial statements and management’s assessment of the effectiveness of the Company’s internal control over financial reporting be included in our Annual Report on Form10-K for the year ended December 31, 2017,2021, filed by the Company with the SEC.

PART II –- PROPOSALS TO BE VOTED ON AT THE 20182022 ANNUAL MEETING

PROPOSAL 1 –- ELECTION OF DIRECTORS

Director Nominee Information

Our Board has nominatedcurrently consists of eleven members. The directors forwill 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 the Annual Meeting. our 2021 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 named in the following table to serve as directors for a term until the next annual meeting and until their successors are elected,listed below unless contrary instructions are received. AllWe have no reason to believe that any of the nominees listed below presentlywill be unable to serve, as our directors and have served as our directors since at least September 29, 2017, the date on which Hamilton Beach Holding wasspun-off from NACCO, its former parent company. Ifif 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 informationdisclosure 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 he/shethe nominee currently serves as director or has served as director during the past five years. We have also highlighted certain notable qualifications and skills that led our Board to the conclusionconclude that each of them 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.

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Mark R. Belgya: Age 57;61; Director Since 2017

Dennis W. LaBarre: Age 75;79; Director Since 2017

James A. Ratner: Age 73;77; Director Since 2017

DIRECTOR COMPENSATION

For Fiscal Year Ended December 31, 20172021

prior to thespin-off and, as an employee of NACCO, J.C. Butler, Jr. received no compensation from NACCO for his services as a director of Hamilton Beach Holding prior to thespin-off.

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Additional Information Relating to the Director Compensation Table

EachThe 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 2020, and performs interim reviews annually. Korn Ferry utilizes the National Association of Corporate Directors’ survey of director compensation, which survey contains data for 1,455 companies in 25 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 2022.

Under the 2021 non-employee director iscompensation program, each non-employee director, except the Non-Executive Chairman of the Board, was entitled to receive the following compensation in 2021 for service on our Board and on our subsidiaries’ boards of directors following thespin-off:directors:

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 current directors received for 2017 werepro-rated to reflect their post-spin service only. The retainers 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 theNon-Employee Directors Plan, eachnon-employee director receives $90,000 of his/her $150,000 retainer in the form of restricted shares of Class A Common. AnyCommon that are subject to restrictions generally prohibiting transfer of such shares for a period of 10 years, with any fractional shares are 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 $90,000 retainer that was earnedis required to be paid in transfer-restricted shares of Class A Common divided by the director each quarter

divided by

the average closing price of shares of Class A Common on the NYSE forat the end of each week during such quarter.

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These shares are fully vested on the date of grant,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 ten10 years from the last day of the calendar quarter for which the shares were earned and, during thatten-year holding period, the shares cannot be sold, assigned, transferred, exchanged, pledged, hypothecated or encumberedotherwise 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:

In addition, each director may elect to receive shares of Class A Common in lieu of cash for up to 100% of the balance of his/her retainers. However, thesethe retainer. These Voluntary Shares are not subject to the foregoing transfer restrictions. Under the terms of theNon-Employee Directors’Directors Plan, no director may receive more than 30,000 shares of Class A Common in any calendar year under the plan.year.

Beginning in 2018, eachEach director also receives (i)received (1) $50,000 in Company-paid life insurance; (ii)(2) Company-paid accidental death and dismemberment insurance for the director and spouse; (iii) $10 million in(3) reimbursement of insurance premiums for personal excess liability insurance for specified directors; and $3 million in uninsured/underinsured motorist insurance for the director and immediate family members who reside with the director, and (iv) up to(4) $5,000 per year in matching charitable contributions. Refer to Note (4) to the Director Compensation Table for a description of the benefits provided to directors in 2017 following thespin-off.

PROPOSAL 2 – APPROVAL OF THE HAMILTON BEACH BRANDS HOLDING COMPANY EXECUTIVE LONG-TERM EQUITY INCENTIVE PLAN

We are asking our stockholders to approve the Hamilton Beach Brands Holding Company Executive Long-Term Equity Incentive Plan, further amended and restated effective March 1, 2022 (the “2022 Revised Long-Term Equity Plan”), that was approved by the Company’s Compensation and Human Capital Committee on February 21, 2022 and by the Board on February 22, 2022. The original Hamilton Beach Brands Holding Company Executive Long-Term Equity Incentive Plan was approved by the stockholders in 2017, and was last amended and restated effective March 1, 2020 (the “Current Plan”). If approved by our stockholders, the 2022 Revised Long-Term Equity Plan will be effective as of March 1, 2022 and will be used for target awards made on or after March 1, 2022 for performance periods beginning on or after January 1, 2022.

There were originally approved for use under the Hamilton Beach Brands Holding Company Executive Long-Term Equity Incentive Plan a total of 650,000 shares of Class A Common, subject to adjustment as provided in the Current Plan document. No further shares were requested or approved by the stockholders in 2020 when the Current Plan was last approved. Our primary reasons for requesting stockholder approval of the 2022 Revised Long-Term Equity Plan are to (1) make available for awards under the 2022 Revised Long-Term Equity Plan an additional 600,000 Class A Common shares (as described below and in the 2022 Revised Long-Term Equity Plan document itself) for use for new grants on or after March 1, 2022, with such amount of additional shares subject to adjustment, including under the share counting rules of the 2022 Revised Long-Term Equity Plan, and (2) extend the end of the term of the 2022 Revised Long-Term Equity Plan from September 28, 2027 to March 1, 2032.

In approving the 2022 Revised Long-Term Equity Plan, the Board also made the following changes, along with certain other clarifying revisions and non-substantive changes, to the Current Plan:

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Why You Should Vote for Proposal 2

The 2022 Revised Long-Term Equity Plan continues to authorize our Compensation and Human Capital Committee to provide performance-based award opportunities that are payable partly in cash and partly in Class A Common shares for the purpose of providing certain key employees with incentives and rewards for performance.    

We believe our future success continues to depend in part on our ability to attract, motivate, and retain high-quality employees, and the ability to provide equity-based and incentive-based awards under the 2022 Revised Long-Term Equity Plan is critical to achieving this goal. We would be at a severe competitive disadvantage if we could not use share-based awards to recruit and compensate our officers and key employees.

The use of Class A Common shares as part of our compensation program is important because it fosters a pay-for-performance culture that is an important element of our overall compensation philosophy. We believe equity compensation provides additional motivation for employees to create stockholder value because the value they realize from their equity compensation is based on our stock price performance.

Equity compensation also aligns the compensation interests of our key employees with the investment interests of our stockholders and promotes a focus on long-term value creation because our equity compensation awards are generally subject to performance criteria and lengthy holding periods.

As of February 28, 2022, 272,630 shares of Class A Common remained available for issuance under the Current Plan, but in March 2022 we issued approximately 150,062 of these remaining shares in settlement of 2021 awards under the Current Plan. If the 2022 Revised Long-Term Equity Plan is not approved, we may be compelled to increase significantly the cash component of employee compensation. This approach may not necessarily align employee compensation interests with the investment interests of our stockholders. Replacing equity awards with cash also would increase cash compensation expenses and consume cash that could be better utilized for other purposes.

The following summary provides our view of (1) aggregated information regarding the dilution associated with the Current Plan and the potential stockholder dilution that would result if the proposed share increase under the 2022 Revised Long-Term Equity Plan is approved and (2) our share burn rate.

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Under the terms of the Current Plan, a maximum of 650,000 shares of Class A Common (subject to adjustment as described in the Current Plan) were originally available for awards, of which 377,370 shares of Class A Common had been issued (which represents approximately 3.80% of our outstanding Class A Common) and 272,630 shares of Class A Common then remained available for issuance as of February 28, 2022. The shares of Class A Common remaining available for issuance represented approximately 2.75% of our outstanding Class A Common shares. In addition, in March 2022, we issued approximately 150,062 of these remaining shares in settlement of 2021 awards under the Current Plan (representing approximately 1.51% of our outstanding Class A Common shares). Upon approval of the 2022 Revised Long-Term Equity Plan requested herein, the total enumerated share pool for the 2022 Revised Long-Term Equity Plan will be 1,250,000 shares (consisting of the 650,000 shares of Class A Common that were initially available under the Current Plan as approved by stockholders in 2017, plus an additional 600,000 shares of Class A Common to be approved by stockholders at the 2022 Annual Meeting (subject to adjustments as described in the 2022 Revised Long-Term Equity Plan)). As a result, approval of the 2022 Revised Long-Term Equity Plan will provide an additional 600,000 shares of Class A Common (subject to adjustments as described in the 2022 Revised Long-Term Equity Plan) for awards under the 2022 Revised Long-Term Equity Plan. This new share request of 600,000 shares represents approximately 6.05% of our outstanding Class A Common shares. This percentage represents our view of the additional potential simple dilution of Class A Common that could occur if the 2022 Revised Long-Term Equity Plan is approved.

Based on the NYSE closing price for our Class A Common on February 28, 2022 ($15.10 per share), the aggregate market value of the new 600,000 shares of Class A Common that will be available for future issuance under the 2022 Revised Long-Term Equity Plan was $9,060,000.

In 2019, 2020 and 2021, we issued Award Shares (as defined in the Current Plan) under the Current Plan in the amounts of 118,688 shares, 94,898 shares and 158,272 shares, respectively. Based on our basic weighted average shares of Class A Common outstanding for those three years of 9,332,213 shares, 9,593,726 shares, and 9,858,541 shares, respectively, for the three-year period 2019-2021, our average burn rate was 1.29% (and our individual years’ burn rates were 1.27% for 2019, 0.99% for 2020, and 1.61% for 2021).

In determining the number of shares to request for approval under the 2022 Revised Long-Term Equity Plan, our management team worked with the Compensation and Human Capital Committee to evaluate a number of factors, including our recent share usage and total potential dilution level.

If the 2022 Revised Long-Term Equity Plan is approved, we intend to utilize the shares authorized under the 2022 Revised Long-Term Equity Plan to continue our practice of incentivizing certain employees through equity grants. We currently anticipate that the new 600,000 shares that would be available under the 2022 Revised Long-Term Equity Plan would last for approximately four years, based on our recent grant rates, the number of expected grantees and the approximate current share price, but the shares authorized could last for a different period of time if actual practice does not match recent grant rates or our share price changes materially. As noted below, our Compensation and Human Capital Committee would retain discretion to determine the number and amount of awards to be granted under the 2022 Revised Long-Term Equity Plan, subject to its terms. Any additional future benefits that may be received by participants under the 2022 Revised Long-Term Equity Plan are not determinable at this time.

We believe we have demonstrated a commitment to sound equity compensation practices. We recognize that equity compensation awards dilute stockholder equity, so we have managed our equity incentive compensation carefully. Our equity compensation practices are intended to be competitive and consistent with market practices, and we believe our historical share usage has been responsible and mindful of stockholder interests, as previously described.

The following summary of the 2022 Revised Long-Term Equity Plan is qualified in its entirety by reference to the 2022 Revised Long-Term Equity Plan attached to the Proxy Statement as Appendix A.

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Purpose. The purpose of the 2022 Revised Long-Term Equity Plan continues to be to further our long-term interests by enabling the Company and its subsidiaries to attract, retain, and reward executive employees who will be in a position to make contributions to the Company by providing long-term incentive compensation opportunities.

Administration and Eligibility. The 2022 Revised Long-Term Equity Plan will generally continue to be administered by the Compensation and Human Capital Committee. The Compensation and Human Capital Committee has authority to, among other things, interpret the 2022 Revised Long-Term Equity Plan and establish rules for its administration (including the guidelines). The Compensation and Human Capital Committee, subject to approval by the Board and certain securities limitations, may amend the 2022 Revised Long-Term Equity Plan or terminate it entirely. However, any such amendment will be subject to stockholder approval to the extent required under applicable law or stock exchange requirements. Furthermore, no such amendment may adversely affect a participant’s rights with regard to an earned but unpaid award, or with regard to Award Shares that previously were issued to the participant.

Salaried employees of the Company and its subsidiaries on a U.S. payroll who, in the judgment of the Compensation and Human Capital Committee, occupy a senior management position capable of contributing to the interests of the Company and who are not an active participant in another long-term plan of the Company may be designated by the Compensation and Human Capital Committee to participate in the 2022 Revised Long-Term Equity Plan. As of March 1, 2022, there were approximately 355 salaried employees of the Company and its subsidiaries on a U.S. payroll who were technically eligible to participate in the 2022 Revised Long-Term Equity Plan. Of this number, approximately 40 employees are in the class of anticipated participants for the 2022 Revised Long-Term Equity Plan. The Compensation and Human Capital Committee approves 2022 Revised Long-Term Equity Plan participants, the performance period, and applicable performance objectives for each award. The basis for participation in the 2022 Revised Long-Term Equity Plan by eligible persons is the selection of such persons by the Compensation and Human Capital Committee in its discretion.

Performance Factors. The Compensation and Human Capital Committee establishes goals and formulas under the 2022 Revised Long-Term Equity Plan based on specified performance objectives of the participants, the Company and its subsidiaries over the award term. Under the terms of the 2022 Revised Long-Term Equity Plan, performance objectives may be described in terms of Company-wide objectives or objectives 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.

Awards. Each year, the Compensation and Human Capital Committee establishes one or more long-term incentive targets for each participant. The awards are expressed in a dollar amount equal to a percentage of the participant’s salary midpoint based on the number of salary points assigned to the participant’s position and the long-term incentive target percentage for that salary point level. This process is explained below under the section entitled “Korn Ferry’s General Industrials Survey — Salary Midpoint.” These amounts are then increased by 15% to account for the immediately taxable nature of the awards. No minimum award levels are established. Maximum award levels, however, will be established for certain performance objectives, even if the maximum performance level is exceeded. Target awards for participants will be pro-rated in the event that they change job levels during the applicable performance period, or otherwise in the discretion of the Compensation and Human Capital Committee, subject to certain limitations as further described in the 2022 Revised Long-Term Equity Plan. Under no circumstances will the amount paid to any participant in a single calendar year as a result of awards under the 2022 Revised Long-Term Equity Plan (including the fair market value of any Award Shares) exceed the greater of (1) $12 million or (2) the fair market value of 500,000 Award Shares, determined at the time of payment.

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The Compensation and Human Capital Committee must certify in writing that the pre-established performance thresholds and any other material terms were met or exceeded prior to payment of any final award. Unless waived, the Compensation and Human Capital Committee retains discretionary authority to (1) increase or decrease the amount of any award that otherwise would be payable to a participant or (2) adjust the allocation between the cash portion of the award and the equity portion of the award (in each case, subject to certain limitations as described in the 2022 Revised Long-Term Equity Plan).

Participants generally must be employed by the Company (or, if applicable, its subsidiary) on the last day of the applicable performance period in order to receive payment of an award for such performance period. However:

Awards are allocated by the Compensation and Human Capital Committee between a cash component and an equity component which is paid in shares of the Company’s Class A Common. The number of Award Shares issued to a participant in any award is determined by taking the dollar value of the stock portion of the award and dividing it by the “formula price.” The formula price is the lesser of:

Award Shares are immediately vested when earned (as determined by the Compensation and Human Capital Committee). Participants have ownership rights in Award Shares, including the right to vote and receive dividends upon receipt of the Award Shares. However, the Award Shares are subject to certain transfer restrictions for a period of up to 10 years from the last day of the performance period (or such other period determined by the Compensation and Human Capital Committee). The transfer restrictions lapse earlier in the event of (1) the participant’s death or permanent disability; or (2) three years (or earlier with the approval of the Compensation and Human Capital Committee) from the date of retirement. The Compensation and Human Capital Committee has the right to release the restrictions at an earlier date, including for payment of educational and medical expenses, home purchase, or other extraordinary circumstances, as permitted under the terms of the plan (subject to the Compensation and Human Capital Committee’s discretion). Shares issued under the 2022 Revised Long-Term Equity Plan may be shares of original issuance or treasury shares or a combination of the two.

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Adjustments. The Compensation and Human Capital Committee will make or provide for such adjustment in (1) the total number of Award Shares that may be issued under the 2022 Revised Long-Term Equity Plan, (2) outstanding Award Shares, (3) the “formula price,” and (4) other award terms, as the Compensation and Human Capital Committee in its sole discretion, exercised in good faith, may determine is equitably required to reflect (a) any stock dividend, stock split, combination of shares, recapitalization or any other change in the capital structure of the Company, (b) any merger, consolidation, spin-off, split-off, reorganization, partial or complete liquidation or other distribution of assets, issuance of rights or warrants to purchase securities, or (c) any other corporate transaction or event having an effect similar to any of the foregoing (collectively, the “Extraordinary Events”). Further, in the event of any Extraordinary Event or a change in control, the Compensation and Human Capital Committee may provide in substitution for any or all outstanding Award Shares under the 2022 Revised Long-Term Equity 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 Award Shares so replaced in a manner that complies with or is exempt from Code Section 409A and applicable regulations.

Amendment and Termination. The Compensation and Human Capital Committee, subject to approval by the Board, may amend the 2022 Revised Long-Term Equity Plan from time to time or terminate it in its entirety, provided however that, subject to certain provisions of the 2022 Revised Long-Term Equity Plan, no such action may adversely affect a participant’s rights (without consent) in (1) an outstanding award that was previously approved by the Compensation and Human Capital Committee that has not yet been paid, or (2) any Award Shares that were previously issued or transferred. Notwithstanding the foregoing, without further approval by our stockholders, no amendment to the 2022 Revised Long-Term Equity Plan shall (1) materially increase the number of Award Shares that are to be issued or transferred (except pursuant to the adjustment provisions), (2) cause Rule 16b-3 to become inapplicable to any award, or (3) make any other change for which stockholder approval would be required under applicable law or stock exchange requirements.

Plan Term. No Award Shares will be issued or transferred under the 2022 Revised Long-Term Equity Plan on or after March 1, 2032, but, unless otherwise specified by the Compensation and Human Capital Committee, all Award Shares that were issued prior to the termination of the 2022 Revised Long-Term Equity Plan generally will continue to be subject to the terms of the 2022 Revised Long-Term Equity Plan following termination.

Tax Withholding. To the extent the Company or a subsidiary is required to withhold federal, state, or local income taxes or other amounts in connection with any award paid to a participant under the 2022 Revised Long-Term Equity Plan, and the amounts available for such withholding are insufficient, it will 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. If a participant’s benefit is to be received in the form of shares of Class A Common, and such participant fails to make arrangements for the payment of taxes or other amounts, then, unless otherwise determined by the Compensation and Human Capital Committee, the Company will withhold shares of Class A Common having a value equal to the amount required to be withheld.

Federal Income Tax Consequences. This brief summary of certain Federal income tax consequences under the 2022 Revised Long-Term Equity Plan, based on tax laws currently in effect, is presented for the information of stockholders considering how to vote on this Proposal and not for 2022 Revised Long-Term Equity Plan participants. It is not intended to be complete and does not describe Federal taxes other than income taxes (such as Medicare or Social Security taxes), or state, local, or foreign tax consequences. No income generally will be recognized upon the grant of a target award. Upon payment in respect of the earn-out of an award, the recipient generally will be required to include as taxable ordinary income in the year of receipt an amount equal to the amount of cash received and the fair market value of any Award Shares received (including any Award Shares withheld by the Company to satisfy tax withholding). To the extent a participant recognizes ordinary income in the circumstances described above, the Company or the subsidiary for which the participant performs services will be entitled to a corresponding deduction provided that, among other items, the income meets the test of reasonableness, is an ordinary and necessary business expense, is not an “excess parachute payment” within the meaning of Code Section 280G and is not disallowed by the $1 million limitation on certain executive compensation under Code Section 162(m).

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Final 2021 Awards and Target 2022 Awards. The NEOs’ final awards under the Current Plan for the 2021 performance period are shown in the Summary Compensation Table. Final awards under the 2022 Revised Long-Term Equity Plan for the 2022 performance period are not currently determinable. In March 2022, the Compensation and Human Capital Committee adopted performance objectives and targets for the awards that may be earned for the one-year performance period ending December 31, 2022. The following chart shows the anticipated target awards for 2022:

New Plan Benefits – 2022 Revised Long-Term Equity Plan

Other Information.Non-employee directors have not participated in the Current Plan, either individually or as a group. As of March 1, 2022, the following persons or groups have previously received transfer-restricted shares under the Current Plan for 2017-2021: Mr. Trepp – 172,187; Mr. Tidey – 45,351; Ms. Mosier – 19,020; Mr. Salyers – 32,441; Mr. Alfred Rankin, Jr. – 23,255; all current executive officers as a group – 239,525; and all employees of the Company, including all current officers who were not executive officers from 2017-2021, as a group – 287,907 (and no one has received 5% or more of the transfer-restricted shares under the Current Plan). We intend to file a Registration Statement on Form S-8 relating to the issuance of the additional shares of Class A Common under the 2022 Revised Long-Term Equity Plan as soon as practicable after approval of the 2022 Revised Long-Term Equity Plan by our stockholders.

YOUR BOARD RECOMMENDS THAT YOU VOTE “FOR” PROPOSAL 2 TO APPROVE THE 2022 REVISED LONG-TERM EQUITY PLAN.

PROPOSAL 3 - ADVISORY VOTE TO APPROVE THE COMPANY’S NAMED EXECUTIVE OFFICER COMPENSATION

On a voluntary basis, we are asking our stockholders to cast a non-binding advisory vote on the Company’s Named Executive Officer (“NEO”) compensation, commonly referred to as a “say-on-pay” vote. As an emerging growth company under the Jumpstart our Business Startups Act of 2012 (“JOBS Act”), the Company is not required to request a say-on-pay vote. However, the Board believes requesting it is a sound governance practice. The vote is not intended to address specific items of compensation, but rather the overall compensation of our NEOs and the policies and practices described in this Proxy Statement.

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At our 2021 annual meeting, the compensation of our NEOs received approval from approximately 99% of the stockholder votes cast. We believe that this result demonstrates our stockholders’ endorsement of our Compensation and Human Capital Committee’s executive compensation decisions and policies.

We encourage stockholders to read the Executive Compensation Information section of this Proxy Statement, including the Compensation Discussion and compensation tables, for a more detailed discussion of our compensation programs and policies.

Action Requested

The Board asks stockholders to vote on the following advisory resolution:

“RESOLVED, THAT THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS, AS DESCRIBED IN THE COMPENSATION DISCUSSION, THE COMPENSATION TABLES AND RELATED NARRATIVE DISCUSSION IN THE COMPANY’S 2022 PROXY STATEMENT, IS HEREBY APPROVED.”

Nature and Frequency of Stockholder Vote

Although the say-on-pay vote is voluntary for the Company and is advisory and non-binding, the Board and its Compensation and Human Capital Committee value the views of our stockholders and expect to consider the voting results in connection with future compensation policies and decisions. The Board has determined that holding an annual advisory say-on-pay vote is appropriate for the Company at this time. While our compensation programs are designed to promote a long-term connection between pay and performance, our Board believes an annual vote allows stockholders to provide immediate and direct input on our executive compensation plans. We expect the next say-on-pay vote to be held at the 2023 Annual Meeting.

YOUR BOARD RECOMMENDS THAT YOU VOTE “FOR” PROPOSAL 3 TO

APPROVE, ON AN ADVISORY BASIS, THE COMPANY’S NAMED EXECUTIVE

OFFICER COMPENSATION.

PROPOSAL 4 - RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE

COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 20182022

The Audit Review Committee selected Ernst & Young LLP has been selected by the Audit Review Committee as the principal independent registered public accounting firm for the current fiscal year for us and our subsidiaries. The Audit Review Committee considered carefully EY’s performance and its independence with respect to the services to be performed. The Audit Review Committee is responsible for the audit fee negotiations associated with the retention of EY.EY’s retention. In connection with the mandated rotation of the lead audit partner, the Audit Review Committee and its Chairman will continue to be directly involved in the selection of EY’s lead audit partner. The Audit Review Committee annually evaluates theEY’s performance of EY and determines whether to reengage the independent registered public accounting firm.

TheWhile we are not required to obtain stockholder ratification of the appointment of EY as our independent registered public accounting firm, is not required to be submitted to a vote of our stockholders for ratification. However, our Board believes that obtaining stockholder ratification is a sound governance practice.

It is expected that EY representatives of EY will attend the Annual Meeting with theand have an opportunity to make a statement, if they so desire and, if a representative isdesired. If in attendance, the representative will be available to answer appropriate questions.

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If our stockholders fail to vote in favor of the appointment of EY, the Audit Review Committee will take such actions as it deems necessary as a result of such stockholder vote.necessary. Even if the appointment of EY is ratified, the Audit Review Committee may select a different independent registered public accounting firm at any time during fiscal year 20182022 if it determines that such a change would be in the best interests of the Company and its stockholders.

Pre-Approval Policiesof Audit and ProceduresPermitted Non-Audit Services

The Audit Review Committee has determinedcharter requires that the provision ofall audit and permitted non-audit services to us by EY may be generally incompatible with maintaining its independence. As a result, we have adopted policies limiting the services provided by our independent registered public accounting firm that are not audit or audit-related services.

Under ourpre-approval policies and procedures, only audit, audit-related services and limited tax services willmust be performed by EY. All such services must bepre-approved by our Audit Review Committee. These services may include audit services, audit-related services, tax services and, in limited circumstances, other services. For 2017,2021, the Audit Review Committee authorized us to engage EY for specific audit audit-related and taxaudit-related services up to specified fee levels. The Audit Review Committee has delegated to the Chairman of the Audit Review Committee together with one other Audit Review Committee member the authority to approve services other than audit, review or attest services, which approvals are reported to the Audit Review Committee at its next meeting. We provide a summary of authorities and commitments at each general meeting of the Audit Review Committee.

Fee Information

Fees for professional services provided by our auditors in 20172021 and 2020 are included in the table below (in millions). No independent auditors provided any services directly to Hamilton Beach Holding during fiscal year 2016, as we had not yet separated from NACCO.

		2017
Audit Fees (1)		$	0.8
Audit-Related Fees		$	0
Tax Fees		$	0
All Other Fees		$	0
Total		$	0.8

PART III –- EXECUTIVE COMPENSATION INFORMATION

AsFollowing are the material elements of our 2021 compensation objectives and policies, as they relate to the NEOs listed in the Summary Compensation Table. This discussion and analysis should be read in conjunction with all accompanying tables, footnotes, and text in the Proxy Statement.

The Company continued to qualify as an emerging growth company in 2021 under the Jumpstart our Business Startups Act of 2012, or the JOBS Act we have optedand also satisfied the requirements to comply withbe a smaller reporting company under the executive compensation disclosure rules applicable toSEC’s amended definition of “smaller reporting companies,company.” which requireAlthough this permits the Company to scale its compensation disclosuredisclosures to reduced levels, we voluntarily chose to provide many of the compensation-related disclosures required for large public companies. The Company is disclosing compensation for four NEOs—our principal executive officer, and the two other most highly compensated executive officers (other than our principal executive officer) serving as executive officers at the end of the fiscal year, and one additional individual who would have been one of the two other most highly compensated executive officers at the end of the fiscal year but for the fact that the individual was not serving as an executive officer at the end of the fiscal year. This section describesThese disclosures contain two years of compensation data in the Summary Compensation Table.

Summary of our Named Executive Officer Compensation Program

Our executive compensation program in placestrongly ties the compensation of our NEOs to our short-term and long-term business objectives and to our stockholder interests. Key elements of compensation include base salary, annual incentive compensation, long-term incentive compensation, and defined contribution retirement benefits.

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Pay for Performance

We align our executive compensation with corporate performance on both a short-term and long-term basis. In 2021, over 70% of the target compensation for Gregory H. Trepp, our President and Chief Executive Officer, was incentive-based and “at risk” and, as a group, over 50% of the target compensation for all of our other NEOs was incentive-based and “at risk.” (See the Total Target Compensation table.) In addition, the long-term awards for our Named Executive Officers, or NEOs for 2017.were paid in the form of a combination of cash and shares of Class A Common, described in more detail below, that are subject to significant transfer restrictions (generally, 10 years). The value of these stock awards is at risk based on future Company performance and aligns the interests of our NEOs with those of our stockholders.

Named Executive Officers for 2017

The NEOs for 2017 are listed below:Additional information about our named executive officer compensation program:

Hamilton Beach HoldingSpin-Off

Prior to September 29, 2017, Hamilton Beach Holding was a wholly owned subsidiary of NACCO. On September 29, 2017, NACCOspun-off Hamilton Beach Holding, including its operating subsidiaries, HBB and KC, to the NACCO stockholders.

Although the information below focuses primarily on compensation provided by Hamilton Beach Holding and HBB, it includes information regardingpre-spin compensation provided by NACCO where required. SEC rules require that NACCO also disclose in its 2018 proxy statement compensation earned by Messrs. Trepp, Rankin, and Tidey during the first nine months of 2017 prior to thespin-off date. As a result, the disclosure ofpre-spin compensation contained in this Proxy Statement is duplicative of thepre-spin compensation shown in NACCO’s 2018 proxy statement. Hamilton Beach Holding and NACCO did not each pay Messrs. Trepp, Rankin, and Tidey for services provided prior to thespin-off, and Messrs. Trepp, Rankin, and Tidey were not compensated twice for the same duties. As a result, the information contained in this Proxy Statement and NACCO’s 2018 proxy statement should be read carefully to avoid double-counting of such amounts.

2017 Summary Compensation Table

The following table sets forth the compensation for services of our NEOs in all capacities to the Company and its subsidiaries. For 2017, in addition to including post-spin compensation that was paid to Mr. Rankin by Hamilton Beach Holding, the table includespre-spin compensation that was earned by Mr. Rankin under NACCO’s compensation programs for the first nine months of 2017 while Hamilton Beach Holding was a subsidiary of NACCO and Mr. Rankin served as Chairman, President and CEO of NACCO.

SUMMARY COMPENSATION TABLE

For Fiscal Year Ended December 31, 2017

As stated above, SEC disclosure rules require that the compensation earned by Mr. Rankin in 2017 prior to thespin-off be included in our Proxy Statement and NACCO’s 2018 proxy statement. This disclosure is duplicative, and he was not compensated twice for the same duties.

(2)	The amounts reported under the “Salary” column for 2017 include both base salary and the perquisite allowance.

The Company does not provide Mr. Rankin with any retirement benefits. Of the amount shown above for Mr. Rankin, $302,498 represents benefits earned from NACCO in 2017 under NACCO’snon-qualified defined contribution retirement plans.

Amounts listed in “Other” include employer-paid premiums for personal excess liability insurance, executive travel accident insurance premiums and wellness subsidies.

Plan,” and $931,353 to Mr. Trepp and $258,246 to Mr. Tidey representing the value of their awards under the HBB Long-Term Cash Plan.

Discussion of the Executive Compensation ProgramDiscussion

Executive Compensation Governance

For the portion of 2017 preceding thespin-off, the NACCO compensation committee was responsible for determining compensation policy for employees of NACCO, including Mr. Rankin,The Compensation and the HBB compensation committee was responsible for determining compensation policy for employees of HBB and its subsidiaries, including Messrs. Trepp and Tidey. The Hamilton Beach Holding compensation committeeHuman Capital Committee establishes and oversees the administration of the policies, programs and procedures for compensating our NEOs following thespin-off.NEOs. The members of the NACCO compensation committee, the HBB compensation committee,Compensation and the Hamilton Beach Holding compensation committee, referred to collectively as the “Compensation Committee” unless the context requires otherwise,Human Capital Committee consist solely of independent directors. The Hamilton Beach Holding Compensation and Human Capital Committee’s responsibilities are listed on page 5.in the Corporate Governance Information section, under the heading entitled “Description of Committees.”

Role of Executive Officers in Compensation DecisionsCommittee Interlocks and Insider Participation

Our management, in particular the CEO of Hamilton Beach Holding and, prior to thespin-off, the CEO of NACCO and the CEO of each applicable subsidiary, reviews company goals and objectives relevant to the compensationNone of our executive officers. Mr. Trepp, for periods afterofficers serves (or has served) on thespin-off, and Mr. Rankin, for periods prior to thespin-off, annually review the performance of each executive officer and make recommendations based on these reviews, including with respect to salary adjustments and incentive compensation award amounts, to the Compensation Committee, except that Mr. Trepp’s performance after thespin-off is reviewed by the Hamilton Beach Holding compensation committee and Mr. Rankin’s performance prior to thespin-off was reviewed by the NACCO compensation committee. In addition to the CEO recommendations, the Compensation Committee considers recommendations made by the Korn Ferry Hay Group, referred toof any entity that has one or more of its executive officers serving as the “Hay Group,” which bases its recommendations upon an analysis of similar positions at a broad range of domestic industries, as well as an understandingmember of our policiesCompensation and objectives, as described below. Human Capital Committee.

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Named Executive Officers for 2021

The NEOs for 2021 are listed below:

Compensation Committee may exercise its discretion in modifying any recommended adjustments or awards to executive officers. After considering these recommendations, the Compensation Committee determines the base salary and incentive compensation levels for the executive officers, including each NEO, and any additional discretionary payments.

Compensation ConsultantsConsultant

The Compensation and Human Capital Committee receives assistance and advice from the Hay Group.Korn Ferry, an internationally-recognized compensation consulting firm. The Hay Group isCompensation and Human Capital Committee engaged byKorn Ferry, and Korn Ferry reports to the Compensation Committee and Human Capital Committee. Korn Ferry also provides advice to and discusses compensation issues directly with management.

Throughout 2017, the Hay Group madeKorn Ferry makes recommendations regarding substantially all aspects of compensation for theour directors and senior management employees, including the NEOs. Korn Ferry, however, does not design (or provide any advice concerning the design of) the Company’s compensation programs. For 2017, the Hay Group2021, Korn Ferry was engaged, in general, to make recommendations regarding:

In addition, in August 2017, the Hay Group made recommendations regardingpost-spin-off salary and salary midpoint levels

All Haysalary point recommendations are determined by the Hay Group through the consistent application of the HayKorn Ferry salary point methodology, which is a proprietary method that takes into account theknow-how, problem solving and accountability requirements of the position.

RepresentativesA Korn Ferry representative attended one of the Hay Group attended two Compensation and Human Capital Committee meetings in 20172021 and, during one of those meetings,that meeting, consulted with the Compensation and Human Capital Committee in executive session without management present. The Hay Group did not provide any otherKorn Ferry also provided limited non-executive compensation consulting services to us or the Compensation CommitteeCompany in 2017.2021. The Compensation and Human Capital Committee considered and assessed the independence of the Hay GroupKorn Ferry and considered all relevant factors, including the six factors set forth in Rule10c-1(b)10C-1(b)(4)(i)-(vi) under the Securities Exchange Act, of 1934, referred to as the “Exchange Act,” that could give rise to a potential conflict of interest with respect to the Hay Group.Korn Ferry. Based on this review, we are not aware of any conflict of interest that has been raised by the work performed by the Hay Group.Korn Ferry’s services.

Hay Group’s AllKorn Ferry’s General Industrials Survey — Salary Midpoint

As a starting point for setting target total compensation, the Compensation Committee directed the Hay Group to useFor 2021, Korn Ferry used its proprietary survey ofGeneral 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 $150$500 million to approximately $5$1 billion in annual revenues (the “All Industrials survey”). For 2017, participantsrevenue, which reflects the Company’s size. As part of the analysis, the Compensation and Human Capital Committee asked Korn Ferry to exclude retail and finance segments from the data results. We did not select the entities that comprise this Survey group, and the component entities’ identities were not a material factor in this analysis.

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The Compensation and Human Capital Committee chose this Survey as its benchmark because it provides relevant information regarding compensation paid to employees (including senior management employees) with similar skill sets used in our industry and represents the All Industrials survey included 359 parent organizationstalent pool from which we recruit. In addition, the use of a broad-based Survey reduces volatility and 460 independent operating unitslessens the impact of cyclical upswings or downturns in any one industry that satisfiedcould otherwise skew the Hay Group’s quality assurance controls and represented almost all segments of industry, including consumer products and mining.Survey results in any particular year. The Survey provides a competitive framework for recruiting employees from outside our industry.

Using its proprietary Hay pointsalary midpoint methodology, the Hay GroupKorn Ferry compares positions of similar scope and complexity with the data contained in the AllGeneral Industrials survey. The Compensation Committee directed the Hay Group to deriveSurvey. Korn Ferry then derives a median salary level for each Haysalary point level targeted at the 50th percentile of the AllGeneral Industrials surveySurvey (the “salary midpoint”). The Compensation and Human Capital Committee settypically sets target compensation levels at (or slightly below) the salary midpoint determined by Korn Ferry because it believes the Hay Group.

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 Haysalary point level, all of the employees at a particular Haysalary point level at a particular company generally have the same salary midpoint. The salary midpoint provided by the Hay GroupKorn Ferry then is then used to calculate the total target compensation of senior management, including the NEOs.

Compensation Policy, Objectives, and Methodology

The guiding principle of our compensation program is the maintenance of a strong link among an employee’s compensation, individual performance and the performance of the Company or the subsidiary or business unit for which the employee performs services. The structure of our compensation program was adaptable to the circumstances impacting the business in 2021, including COVID-19. Our program is designed to drive short- and long-term performance and is crafted carefully to consider a mixture of multi-year financial and non-financial factors, as well as economic and environmental disruption of relatively short duration, which helped the Company adequately withstand 2021 COVID-19-related challenges.

The primary objectives of our program are to:

The Compensation Committee applied special rules when setting Mr. Rankin’s salary midpoint and target total compensation — refer to Note (3) on page 22.

Compensation Policy and Methodology — Target Total Compensation

The CompensationHuman Capital Committee establishes a comprehensively defined “target total“total target compensation” amount for each senior management employee (including each NEO) following rigorous evaluation standards that help to ensuremaintain internal equity. In this process, the Compensation and Human Capital Committee reviews “tally sheets” for the NEOs and other senior management employees that list each employee’s title, Haysalary points, and the following information for the current year, as well as that being proposedthe proposal for the subsequent year:

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In November 2016,2020, the Compensation and Human Capital Committee reviewed the tally sheetscompensation information for each of our NEOsNEO to decide whether it shouldto make changes to the 20172021 compensation program. The Compensation and Human Capital Committee determined that the overall program continued to bewas consistent with its compensation objectives and did not make any material changes for 2017, other than changes made in the course of 2017 in connection with thespin-off.2021.

The Compensation and Human Capital Committee views the various components of compensation as related but distinct. While the Compensation and Human Capital Committee determines the salary midpoint based on the information provided from the AllGeneral Industrials survey,Survey, it generally sets base salary levels between 80% and 120% of salary midpoint (up to 130% for Mr. Rankin prior to thespin-off).midpoint. The Compensation and Human Capital Committee also obtains the total target incentive compensation amounts from the AllGeneral Industrials surveySurvey but determines the mix of short-term and long-term incentives in its discretion, based on its decision regarding how best to motivate employees.

The following table sets forth each component of total target compensation in dollars and as a percentage of the target total compensation for the NEOs,each NEO, as recommended by the Hay GroupKorn Ferry and approved by the Compensation and Human Capital Committee for 2017:2021:

TOTAL TARGET COMPENSATION FOR 2021

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Target total compensation is supplemented by health and welfare benefits and retirement benefits, which consist of both (i) qualified(1) the Hamilton Beach Brands, Inc. Employees’ Retirement Savings Plan (401(k)) (or “HBB 401(k)”), a tax-qualified defined contribution plansplan; and (ii) nonqualified(2) the Hamilton Beach Brands, Inc. Excess Retirement Plan (“HBB Excess Plan”), a non-qualified defined contribution plans (the “Excess Plans”).plan. Certain NEOs and other employees also are also entitled to various frozen retirement benefits. However, while Mr. Rankin participated in health and welfarepension benefits and retirement benefit plans of NACCO prior tounder thespin-off, he received a more limited set of health and welfare benefits, and no retirement benefits, from Hamilton Beach Holding following thespin-off in 2017.Brands, Inc. Pension Plan (“HBB Pension Plan”). In addition, the Compensation and Human Capital Committee may award discretionary cash and equity bonuses to employees, including the NEOs, although it rarely does soNEOs.

Base Salary

The Compensation and did not do so forHuman Capital Committee sets annual base salaries intended to be competitive in the NEOsmarketplace to recruit and retain talented senior management employees. Base salaries provide employees with a set amount of cash during the year with the expectation that they will perform their responsibilities to the best of their abilities and in 2017.

Impact of Hamilton Beach HoldingSpin-Off on 2017 Compensation

Base Salaryaccordance with our best interests.

For 2017,2021, the Compensation and Human Capital Committee determined the base salary for the NEOs by generally taking into account their individual performance for 20162020 and the relationship of their 20162020 base salary to the new 20172021 salary midpoint for their Haythe salary point level. In general, base salariesSalaries generally are set between 80% and 120% of an employee’s salary midpoint. The Compensation and Human Capital Committee also took into account other relevant information, including:

Employees with lower base salaries compared to their salary midpoint (upand/or superior performance have the potential for larger salary increases. Employees with higher base salaries compared to 130%their salary midpoint and/or who have performed less effectively during the performance period have the potential for Mr. Rankin prior to thespin-off).smaller or no salary increases.

The following table sets forth the salary midpoint, base salary andfor each NEO for 2021, including cash paid in lieu of perquisites determined for each NEO for 2017:perquisites:

BASE SALARY FOR 2021

For 2021, the Compensation and Human Capital Committee approved the base salary increases for the NEOs primarily to align their salaries more closely to the market for their respective roles. The Committee approved an additional portion of the base salary increase for Mr. Tidey in order to reflect his increased responsibilities as Senior Vice President, Consumer Sales and Marketing, with an expanded scope including Mexican and Latin American markets.

final three months of 2017 following thespin-off. The annual levels established by the NACCO compensation committee for 2017 for Mr. Rankin’s service as Chairman, President and CEO of NACCO prior to thespin-off were as follows: 2017 Salary Midpoint - $669,900; Base Salary for 2017 and as a Percentage of Salary Midpoint - $604,836, 90.3%; Increase Compared to 2016 Base Salary - 5%; Cash in Lieu of Perquisites - $28,000. The annual levels established by the NACCO compensation committee for 2017 prior to thespin-off were determined by applying a 30% reduction from theHay-recommended salary midpoint amount for a stand-alone CEO of NACCO in 2017.

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Incentive Compensation

Applicable Incentive Compensation Plans. One of the principles of our compensation program is that senior management employees, including the NEOs, generally are compensated based on the performance of the Company and/or the business unit for which the employee has responsibility. As a result, for 2017, (i)performed services. In 2021, all of the incentive compensation of Mr. Rankin was based onNEOs participated in (1) the performance of The North American Coal Corporation, referred to as “NACoal,” and HBB forpre-spin services and the performance of Hamilton Beach Holding for post-spin services,Brands, Inc. Annual Incentive Compensation Plan (“Short-Term Plan”) and (ii)(2) the incentive compensationLong-Term Equity Plan. In 2021, non-U.S. senior management employees participated in the Hamilton Beach Brands, Inc. Long-Term Incentive Compensation Plan (“Long-Term Cash Plan”) and none of Messrs. Trepp and Tidey was based on the performanceNEOs participated in the Long-Term Cash Plan. All of HBB. The Compensation Committees did not take the performance of KC into account when determiningNEOs (other than Ms. Mosier) had outstanding awards previously granted under the incentive compensation benefits of NACCO employees or any of our NEOs for 2017. The table below identifies theLong-Term Cash Plan that were paid in 2021.

Overview. Our incentive compensation plans in whichare designed to align the NEOs participated during 2017:

Overview.compensation interests of senior management with our short-term and long-term interests. As such, a significant portion of the NEOs’ compensation is linked directly to the attainment of specific financial and operating targets. The Compensation and Human Capital Committee believes that a material percentage of the NEOs’ compensation should be contingent on the performance of Hamilton Beach Holding and/the Company and its subsidiaries. As illustrated on the Total Target Compensation table above, over 70% of Mr. Trepp’s 2021 target compensation was variable or “at risk” and tied to Company performance and, as a group, over 50% of the subsidiaryother NEOs’ target compensation was tied to Company performance. For 2021, the CEO’s incentive compensation payouts exceeded the sum of his fixed payments (base salary plus perquisites) for which they are responsible. the year.

The performance criteria and target performance levels for the incentive plans are established within the Compensation and Human Capital Committee’s discretion, and generally are generally based uponon management’s recommendations as to the performance objectives of the Company or the particular business unit for the year. TwoThree types of performance targets are used in the incentive compensation plans:Incentive Plans:

Design of Incentive Program: Use of ROTCE to Establish Maximum Payment Pools. Historically, Code Section 162(m) provided generally that a publicly traded company could not deduct compensation of more than $1 million that was paid to certain named executive officers for federal income tax purposes unless that compensation was “qualified performance-based compensation.” Among other requirements, prior to thespin-off the performance-based exception to Code Section 162(m) required that deductible compensation be paid under a plan that has been approved by NACCO’s stockholders.

NACCO previously obtained stockholder approval of the following incentive plans that provide benefits to the NEOs (the “162(m) Plans”):

References to “162(m) Plans” also include the Hamilton Beach Holding Long-Term Equity Plan, which was not approved by NACCO’s stockholders, but which may qualify for the qualified performance-based exception for 2017 awards paid in 2018 under Code Section 162(m) transitional rules if the other applicable requirements are met.

Under tax reform legislation, the qualified performance-based compensation exception described above generally ceased to be available effective January 1, 2018, except that certain grandfathered arrangements in effect on November 2, 2017 may continue to qualify for the qualified performance-based compensation exception. Our intent prior to the enactment of tax reform legislation was to seek post-spin stockholder approval (by our public stockholders) of the Hamilton Beach Holding Long-Term Equity Plan and of the amended HBB Short-Term Plan and HBB Long-Term Cash Plan for purposes of approving the performance goals thereunder in order to qualify for the qualified performance-based compensation exception under Section 162(m) for future awards. However, such approval is no longer relevant or necessary due to the effect of tax reform, and we therefore have decided not to seek such stockholder approval.

For each 162(m) Plan, the Compensation Committee historically established a payment pool based on actual results against apre-established return on total capital employed (“ROTCE”) performance target that was designed to potentially meet the requirements for qualified performance-based compensation under Code Section 162(m). The Compensation Committee has believed that use of ROTCE performance measures align the executives’ interests with those of our stockholders.

For 2017, a minimum ROTCE target had to be met for any payment to be permitted, and any payment pool to be created, under a particular 162(m) Plan. A maximum ROTCE target established the maximum limit, and a maximum payment pool, for awards that can be paid to each covered employee under Code Section 162(m) under a particular 162(m) Plan for the 2017 performance period. ROTCE is calculated as follows:

Earnings Before InterestAfter-Tax after adjustments

divided by

Total Capital Employed after adjustments

Earnings Before InterestAfter-Tax is equal to the sum of interest expense, net of interest income, less 38% for taxes (23% for taxes incurred in a legal entity that is eligible to claim percentage depletion or the applicable foreign tax rate fornon-U.S. entities), plus consolidated net income from continuing operations. Total Capital Employed is equal to (i) the sum of the average debt and average stockholders’ equity less (ii) average consolidated cash. For purposes of the HBB Short-Term Plan and the HBB Long-Term Cash Plan, average debt, stockholders’ equity and consolidated cash are calculated by taking the sum of the balance at the beginning of the year and the balance at the end of each of the next twelve months divided by thirteen. ROTCE is calculated from the NACCO or subsidiary financial statements using average debt, average stockholders’ equity and average cash based on the sum of the balance at the beginning of the year and the balance at the end of each quarter divided by five, which is then adjusted for anynon-recurring or special items.

Following (dollar amounts in thousands) is the calculation of HBB’s 2017 consolidated ROTCE for purposes of determining the maximum payment pool under the HBB Short-Term Plan and HBB Long-Term Cash Plan for 2017:

Following (dollar amounts in thousands) is the calculation of Hamilton Beach Holding’s post-spin 2017 consolidated ROTCE for purposes of determining the maximum payment pool under the Hamilton Beach Holding Long-Term Equity Plan for 2017:

The results of KC were excluded from the calculation of Hamilton Beach Holding’s post-spin 2017 consolidated ROTCE. Similar calculations of NACCO’s 2017 consolidated ROTCE were made for purposes of determining the maximum payment pool under the NACCO Short-Term Plan and NACCO Long-Term Equity Plan for 2017.

Adjustments to the ROTCE calculation under our incentive plans are fornon-recurring or special items that were established by the Compensation Committee at the time the ROTCE targets were set, including eliminating from all amounts used in the calculation theafter-tax expenses relating to any acquisition or disposition, whether in progress or successful. For 2017, the ROTCE adjustments related to (i) the effect of the Hamilton Beach Holdingspin-off; (ii) the effect of the Tax Cuts and Jobs Act tax reform legislation; and (iii) theafter-tax impact of the following costs or expenses, only if they were in excess of the amounts included in the 2017 AOPs:

The Compensation Committee determined that these items were incurred in connection with improving our operations and, as a result, these items should not adversely affect incentive payments, as the actions or events were beneficial or were generally not within the employees’ control.

For 2017, final ROTCE results under the 162(m) Plans resulted in the following maximum payment pools being available under the 162(m) Plans:

The Compensation Committee then exercises “negative discretion” under the 162(m) Plans by considering the results of underlying financialEach NEO is eligible to receive a short-term incentive award and operating performance measures to determine the finala long-term incentive compensation payment for each participant. These underlying financial and operating performance measures are listed in the incentive compensation tables beginning on page 28 and reflect the achievement of specified business goals for 2017 (for those targets that areaward based on a target incentive amount that is equal to a percentage of the AOPs)NEO’s salary midpoint. The final payout, however, may be higher or for future years (for those targets that are basedlower than the target amount, depending on long-term goals).actual Company performance.

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Incentive Compensation Tables. WhenThe following factors should be considered when reviewing the incentive compensation tables beginning on page 28, the following factors should be considered:tables:

HBB Short-Term Plan for Messrs. Trepp and Tidey.The following table shows the performance criteria established by the Compensation and Human Capital Committee for 2017 under the HBB Short-Term Plan to determine the final incentive compensation payments for Messrs. Trepp and Tidey.2021 under the Short-Term Plan: