1038-00005 · Calderwood & Harkness LLP · Closing

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CALDERWOOD & HARKNESS LLP Attorneys at Law

999 Third Avenue, Suite 4200 Seattle, Washington 98104 Telephone: (206) 555-7800 Facsimile: (206) 555-7801 www.calderwoodharkness.com

April 1, 2024

C&H Matter No. 1038-00005

VIA EMAIL AND HAND DELIVERY

Priya Sundaram Executive Vice President, General Counsel & Corporate Secretary Cascade Retail Holdings Inc. 4800 Lakeview Blvd, Suite 1100 Bellevue, WA 98004

Dear Priya:

I. Purpose of This Letter

Calderwood & Harkness LLP is pleased to transmit herewith the final closing binder and corporate governance manual prepared in connection with the comprehensive bylaws and board committee structure review and refresh engagement for Cascade Retail Holdings Inc. ("CRH" or the "Company"). This engagement was opened on January 18, 2024, pursuant to our engagement letter of the same date and has been conducted under C&H Matter No. 1038-00005.

As you know, this engagement was catalyzed by a confluence of factors that made a thorough governance review both timely and necessary. Among the principal considerations were evolving proxy advisory expectations, including the 2024 policy updates from Thackeray Health IT ("ISS") and Westmark Solutions ("Tarrant Partners LLC"), as well as significant recent Delaware case law developments affecting board oversight duties and officer exculpation. The contested director election at CRH's June 8, 2023 Annual Meeting of Stockholders—in which Ridgepoint Capital Partners LP's nominee Franklin Gu received 38.2% of votes cast—served as an additional and highly visible catalyst for this review. Further impetus was provided by ongoing engagement pressure from Ridgepoint Capital Partners LP, which holds a 4.7% stake in CRH (3,290,000 shares as disclosed in its November 17, 2023 Schedule 13D/A filing) and has publicly advocated for governance reforms. Finally, the Governance Health Assessment prepared by Glassman & Torrey LLP, dated December 5, 2023, scored CRH at 58 out of 100, a result that placed the Company below the peer median of 67 out of 100 among the 18 public retail companies included in the benchmark group.

This letter summarizes all completed deliverables, describes the contents of the enclosed closing binder and corporate governance manual, notes the outstanding recommendation regarding an officer exculpation charter amendment, and confirms the formal closure of this matter.

II. Summary of Engagement Team

The following Calderwood & Harkness attorneys comprised the engagement team for this matter:

• Howard Bellamy, Partner — Responsible Partner

• Douglas Fairchild, Partner — Billing Partner

• Eric Johannsen, Senior Associate — Lead Associate

• Claire Dempsey, Associate — Working Associate

We note, with appreciation, the collaborative and highly productive working relationship that our team enjoyed throughout this engagement with you and with other members of the CRH board of directors and senior management team. In particular, we wish to acknowledge the meaningful contributions and availability of Thomas R. Kinsley, Chairman of the Board; Margaret "Meg" Holliday, Lead Independent Director and Chair of the Nominating & Corporate Governance Committee; and the full board, all of whom devoted considerable time and attention to the governance workshop, document review cycles, and board meeting deliberations that were essential to the successful completion of this engagement. We also appreciate the cooperation and insights provided by Julian Voss, Chief Executive Officer, and the other committee chairs throughout this process.

III. Summary of Completed Deliverables

Set forth below is a comprehensive summary of each deliverable completed during the course of this engagement, together with the date of completion and a description of its contents and significance.

A. Governance Gap Analysis Memorandum (January 29, 2024)

On January 29, 2024, Eric Johannsen and Claire Dempsey prepared and delivered to CRH a detailed governance gap analysis memorandum (the "Gap Analysis Memo"). The Gap Analysis Memo systematically identified gaps and areas of potential improvement in CRH's existing governance documents—specifically, the Company's 2019 Bylaws (as last amended May 14, 2019) and the then-existing committee charters for the Audit Committee, the Compensation Committee, and the Nominating & Corporate Governance Committee.

The Gap Analysis Memo benchmarked CRH's governance architecture against the following standards and reference points:

• Current best practices for Delaware-incorporated, Nasdaq-listed public companies;

• ISS 2024 Benchmark Policy Guidelines and Tarrant Partners LLC 2024 Policy Guidelines;

• Applicable Nasdaq Stock Market listing standards;

• The SEC's cybersecurity disclosure rules adopted in July 2023 (requiring, among other things, disclosure of material cybersecurity incidents on Form 8-K and cybersecurity risk management and governance disclosures in annual reports);

• Peer benchmarks derived from the Glassman & Torrey LLP Governance Health Assessment dated December 5, 2023; and

• The specific governance reform demands articulated by Ridgepoint Capital Partners LP in its November 17, 2023 Schedule 13D/A filing.

The Gap Analysis Memo addressed the following governance topics, each of which was analyzed in detail and accompanied by a specific recommendation:

1. Conversion from a plurality voting standard to a majority voting standard for uncontested director elections;

2. Adoption of a proxy access provision;

3. Modernization of the Company's advance notice bylaws, including enhanced disclosure requirements for nominating stockholders;

4. Adoption of an exclusive Delaware forum selection bylaw;

5. Adoption of emergency bylaws consistent with DGCL § 110;

6. Extension of exculpation protections to officers under the 2022 amendment to DGCL § 102(b)(7);

7. Identification of gaps in existing committee charters relative to current regulatory requirements, listing standards, and emerging best practices; and

8. The absence of a standing Technology & Cybersecurity Committee, notwithstanding the existence of an ad hoc Technology & Innovation Committee formed by board resolution on September 15, 2022, without a formal charter.

The Gap Analysis Memo served as the foundational document for all subsequent work product and formed the basis of the recommendations presented to the board at the February 22, 2024 governance workshop.

B. Delaware Law Update Memorandum (February 5, 2024)

On February 5, 2024, Claire Dempsey prepared and delivered a research memorandum analyzing recent amendments to the Delaware General Corporation Law ("DGCL") and developments in Delaware Court of Chancery and Supreme Court case law of particular relevance to the engagement (the "Delaware Law Update Memo").

The Delaware Law Update Memo addressed the following topics in detail:

• Officer Exculpation under DGCL § 102(b)(7). The memorandum analyzed the August 1, 2022 amendment to DGCL § 102(b)(7), which for the first time permits Delaware corporations to include provisions in their certificates of incorporation exculpating certain senior officers from personal liability for monetary damages arising from breaches of the duty of care. The memorandum discussed the scope of the amendment, including its limitation to officers identified in Section 16 of the Securities Exchange Act of 1934 and the corresponding definition of "officer" under Exchange Act Rule 16a-1(f), as well as its exclusion of claims arising from breaches of the duty of loyalty, acts or omissions not in good faith or involving intentional misconduct or knowing violations of law, and any transaction from which the officer derived an improper personal benefit. The memorandum further surveyed the rate of adoption among Delaware-incorporated public companies since the amendment's effective date and identified adoption by peer companies in the retail sector.

• Caremark Oversight Duties — *In re McDonald's Corp. Stockholder Derivative Litigation* (Del. Ch. 2023). The memorandum analyzed the Delaware Court of Chancery's decision in In re McDonald's Corp. Stockholder Derivative Litigation, in which the court addressed the application of the Caremark oversight duty framework to directors in the context of alleged failures to oversee workplace culture and human resources compliance. The memorandum discussed the implications of this decision for board-level and committee-level oversight responsibilities, and in particular for the scope and specificity of compliance oversight language in committee charters.

• Caremark Oversight Duties — *In re Harborview & Co. Derivative Litigation* (Del. Ch. 2021). The memorandum analyzed the Court of Chancery's decision in In re Harborview & Co. Derivative Litigation, which involved allegations that the Camberwell Holdings board failed to implement adequate reporting and monitoring systems with respect to airplane safety—a "mission critical" risk. The memorandum discussed the heightened standard articulated by the court for oversight of risks that are central to a company's business operations and the practical implications of this standard for committee charter drafting and board information flow protocols.

• Emergency Bylaws under DGCL § 110. The memorandum analyzed DGCL § 110, which authorizes Delaware corporations to adopt emergency bylaws that become operative during emergency conditions (including circumstances arising from natural disasters, pandemics, attacks on the United States, or similar events) and which may include provisions that depart from otherwise applicable provisions of the DGCL, the certificate of incorporation, or the bylaws. The memorandum recommended that CRH adopt emergency bylaws as part of its bylaws refresh.

The Delaware Law Update Memo informed the specific drafting choices made in the Amended and Restated Bylaws and the revised committee charters and was provided to the full board in advance of the February 22, 2024 governance workshop.

C. Board Governance Workshop Presentation Memorandum (February 22, 2024)

On February 22, 2024, Howard Bellamy, Eric Johannsen, and Claire Dempsey presented a governance workshop to the full CRH board of directors. In connection with the workshop, the team prepared and delivered a written memorandum (the "Workshop Memo") that served as both the presentation materials for the workshop and a reference document for subsequent board deliberations.

The Workshop Memo covered the following topics:

• Current governance trends among publicly traded retail companies, including adoption rates for majority voting, proxy access, forum selection bylaws, and officer exculpation;

• A detailed peer analysis comparing CRH's governance practices against the 18 public retail companies included in the Glassman & Torrey LLP Governance Health Assessment;

• An overview of current ISS and Tarrant Partners LLC scoring methodologies and the specific governance features that drive proxy advisory firm recommendations;

• A summary of each recommended change, including the business rationale, legal basis, and expected impact on CRH's governance profile and proxy advisory firm scores; and

• A proposed implementation timeline for all recommended changes.

The workshop was well-attended by all members of the board and generated substantive discussion that shaped the final form of the deliverables adopted at the March 11, 2024 board meeting.

D. Amended and Restated Bylaws of Cascade Retail Holdings Inc. (Adopted March 11, 2024)

The execution version of the Amended and Restated Bylaws of Cascade Retail Holdings Inc. (the "2024 Bylaws") was adopted by the Board of Directors at its meeting on March 11, 2024, with Thomas R. Kinsley presiding as Chairman. The 2024 Bylaws supersede the Company's prior bylaws (the "2019 Bylaws"), which were last amended on May 14, 2019 and had not been updated since that date.

The 2024 Bylaws incorporate the following key substantive changes:

1. Majority Voting Standard for Uncontested Director Elections. The 2024 Bylaws replace the prior plurality voting standard with a majority voting standard for uncontested director elections, under which a director nominee must receive a majority of votes cast (i.e., the number of shares voted "for" a nominee must exceed the number of shares voted "against" that nominee) in order to be elected to the board. The majority voting standard is subject to a plurality carve-back that applies automatically in the event of a contested election (i.e., an election in which the number of nominees exceeds the number of director seats to be filled as of the record date for the applicable meeting). The 2024 Bylaws also incorporate a director resignation policy pursuant to which any incumbent director who fails to receive a majority of votes cast in an uncontested election must promptly tender his or her resignation to the board. The Nominating & Corporate Governance Committee is charged with making a recommendation to the full board regarding whether to accept or reject the resignation, and the board is required to act on the resignation within 90 days following the certification of the election results and to publicly disclose its decision and the rationale therefor.

2. Proxy Access Provision. The 2024 Bylaws include a new proxy access provision permitting a stockholder, or a group of up to 20 stockholders, who has continuously owned at least 3% of the Company's outstanding shares for at least 3 years to nominate and include in the Company's proxy materials director candidates constituting up to the greater of 2 nominees or 20% of the board. Based on CRH's current 11-member board, the 20% threshold equals 2.2, which rounds down to 2; accordingly, the minimum floor of 2 nominees applies. For reference, the 3% ownership threshold, based on CRH's approximately 70,000,000 outstanding shares, requires ownership of at least 2,100,000 shares. The proxy access provision includes customary eligibility requirements, informational requirements, and conditions designed to ensure the orderly operation of the nomination process while preserving meaningful stockholder access.

3. Modernized Advance Notice Bylaws. The 2024 Bylaws significantly modernize the Company's advance notice provisions for stockholder nominations and other business proposals. The revised provisions include enhanced disclosure requirements for nominating stockholders, including disclosure of derivative positions, short interests, hedging arrangements, and material relationships with nominees or their affiliates. The notice window has been set at not earlier than 120 days and not later than 90 days before the first anniversary of the prior year's annual meeting. For the upcoming June 6, 2024 Annual Meeting of Stockholders, the applicable notice window ran from February 7, 2024 to March 8, 2024. The enhanced disclosure requirements are consistent with current best practices and reflect developments in Delaware case law and proxy advisory firm expectations regarding the transparency of stockholder nominations.

4. Exclusive Delaware Forum Bylaw. The 2024 Bylaws include an exclusive forum selection provision designating the Court of Chancery of the State of Delaware (or, if the Court of Chancery lacks subject matter jurisdiction, the Superior Court of the State of Delaware, or if neither state court has subject matter jurisdiction, the United States District Court for the District of Delaware) as the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Company, (b) any action asserting a claim of breach of fiduciary duty owed by any director, officer, or other employee of the Company to the Company or its stockholders, (c) any action asserting a claim arising pursuant to any provision of the DGCL or the Company's certificate of incorporation or bylaws, or (d) any action asserting a claim governed by the internal affairs doctrine. Separately, the 2024 Bylaws designate the federal district courts of the United States as the exclusive forum for any complaint asserting a cause of action arising under the Securities Act of 1933, as amended. This dual-forum structure is consistent with the approach adopted by the majority of large-cap Delaware-incorporated public companies.

5. Article IX — Emergency Bylaws. Consistent with DGCL § 110 and the analysis set forth in the Delaware Law Update Memo, the 2024 Bylaws include a new Article IX containing emergency bylaws that become operative during any emergency condition that renders it impracticable for the board to convene in accordance with the Company's standard procedures. The emergency bylaws address quorum requirements, notice provisions, succession procedures, and other matters necessary to ensure continuity of corporate governance during emergency conditions.

6. Retention of Prohibition on Stockholder Action by Written Consent. The 2024 Bylaws retain the existing prohibition on stockholder action by written consent. This prohibition is separately established in Article VII, Section 2 of the Company's Restated Certificate of Incorporation, and the bylaws continue to operate consistently with that charter-level restriction.

E. Bylaws Redline and Summary of Changes

Eric Johannsen and Claire Dempsey prepared a comprehensive tracked-changes comparison (the "Bylaws Redline") of the 2019 Bylaws against the 2024 Amended and Restated Bylaws. The Bylaws Redline includes marginal annotations explaining the purpose, legal basis, and practical effect of each change. The Bylaws Redline was circulated to you and to the Nominating & Corporate Governance Committee, chaired by Margaret "Meg" Holliday, for review in advance of the March 11, 2024 board meeting and served as a reference document during the board's deliberations. A clean copy of the Bylaws Redline is included in the enclosed closing binder at Tab 6.

F. Revised Committee Charters (All Adopted March 11, 2024)

In connection with the bylaws refresh, the engagement team also prepared revised charters for each of CRH's three existing standing board committees and a new charter for a standing Technology & Cybersecurity Committee. All four charters were adopted by the Board of Directors at its meeting on March 11, 2024. A summary of each charter follows.

1. Revised Audit Committee Charter. The revised Audit Committee Charter supersedes the prior charter, which was last revised in February 2020. The revised charter incorporates the following updates and enhancements:

• Updates to reflect current SEC rules applicable to audit committee oversight, including amendments to Regulation S-K, Exchange Act Rule 10A-3, and related guidance;

• Updates to reflect current Nasdaq Stock Market listing standards applicable to audit committee composition, qualifications, and responsibilities;

• An expanded risk oversight mandate that expressly includes cybersecurity risk, consistent with the SEC's cybersecurity disclosure rules adopted in July 2023, which require companies to disclose their cybersecurity risk management, strategy, and governance processes, as well as material cybersecurity incidents;

• Enhanced whistleblower procedures, including updated protocols for the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters;

• Caremark-informed compliance oversight language, reflecting the heightened judicial expectations for board- and committee-level oversight of material legal and regulatory compliance risks as articulated in In re Harborview & Co. Derivative Litigation and In re McDonald's Corp. Stockholder Derivative Litigation; and

• A requirement that the Audit Committee consist of a minimum of 4 independent members (as compared to the prior charter's minimum of 3), each satisfying the independence and financial literacy requirements of the Nasdaq listing standards and Rule 10A-3 under the Exchange Act.

Sandra Chen-Watkins has been designated as Chair of the Audit Committee. The revised charter includes references to the Audit Committee's oversight of the Company's relationship with its independent registered public accounting firm, Mercer & Holloway LLP (lead engagement partner: Philip Tanaka). Mercer & Holloway has served as CRH's independent auditor since fiscal year 2018.

2. Revised Compensation & Human Capital Committee Charter. The revised Compensation & Human Capital Committee Charter supersedes the prior Compensation Committee Charter, which was last revised in March 2021. In addition to the name change—reflecting the expanded scope of the committee's responsibilities—the revised charter incorporates the following updates and enhancements:

• The addition of explicit human capital management oversight responsibilities, including oversight of the Company's strategies and policies related to workforce diversity, equity, and inclusion, talent development and retention, employee engagement, and workplace culture;

• Oversight responsibility for the Company's pay-versus-performance disclosure obligations, consistent with the SEC's pay-versus-performance disclosure rules that became effective for the Company's fiscal year 2023 proxy statement;

• Responsibility for the administration of the Company's compensation clawback policy, consistent with Nasdaq Listing Rule 5608, which became effective on October 2, 2023, and requires listed companies to adopt and comply with written clawback policies for the recovery of erroneously awarded incentive-based compensation; and

• A requirement that the committee consist of a minimum of 3 independent members, each satisfying the independence requirements of the Nasdaq listing standards, including the enhanced independence standards applicable to compensation committee members.

Robert "Rob" Elliston has been designated as Chair of the Compensation & Human Capital Committee.

3. Revised Nominating & Corporate Governance Committee Charter. The revised Nominating & Corporate Governance Committee Charter supersedes the prior charter, which was last revised in January 2019. The revised charter incorporates the following updates and enhancements:

• The addition of ESG and sustainability oversight responsibilities, including oversight of the Company's environmental, social, and governance initiatives, disclosures, and stakeholder engagement practices;

• A formalized board refreshment process, including periodic review and maintenance of a board skills matrix that maps director competencies against the Company's strategic needs;

• A structured annual board and committee self-evaluation process, to be coordinated by the committee chair and reported to the full board, designed to assess board effectiveness, identify areas for improvement, and inform board refreshment and succession planning; and

• A requirement that the committee consist of a minimum of 3 independent members, each satisfying the independence requirements of the Nasdaq listing standards.

Margaret "Meg" Holliday continues to serve as Chair of the Nominating & Corporate Governance Committee.

4. New Technology & Cybersecurity Committee Charter. The Technology & Cybersecurity Committee Charter is a new charter formalizing what had previously operated as the ad hoc Technology & Innovation Committee. That ad hoc committee was originally formed by board resolution on September 15, 2022, without a formal charter, and functioned in an advisory capacity without defined authority or reporting obligations. The new charter elevates this function to a standing committee of the board with the following characteristics:

• A minimum of 3 independent members, with at least one member possessing expertise or experience in information technology, cybersecurity, data privacy, or a related technical discipline;

• Dr. Anwar Farouk has been designated as an initial member of the committee, consistent with his background in technology and digital innovation;

• The committee's oversight responsibilities encompass IT strategy and infrastructure, cybersecurity programs and incident response protocols, data privacy and compliance (including compliance with applicable state and federal data privacy laws), and governance of the Company's use of artificial intelligence and machine learning technologies; and

• The prior ad hoc Technology & Innovation Committee has been formally dissolved and its functions absorbed by the new standing Technology & Cybersecurity Committee.

G. Board Resolutions (March 11, 2024)

At its meeting on March 11, 2024, with Thomas R. Kinsley presiding as Chairman of the Board, the Board of Directors of CRH adopted resolutions approving the following actions:

1. Adoption of the Amended and Restated Bylaws of Cascade Retail Holdings Inc., effective immediately, superseding the 2019 Bylaws (as last amended May 14, 2019);

2. Adoption of the revised Audit Committee Charter, effective immediately;

3. Adoption of the revised Compensation & Human Capital Committee Charter, effective immediately;

4. Adoption of the revised Nominating & Corporate Governance Committee Charter, effective immediately;

5. Adoption of the new Technology & Cybersecurity Committee Charter and establishment of the Technology & Cybersecurity Committee as a standing committee of the Board, effective immediately;

6. Dissolution of the ad hoc Technology & Innovation Committee, effective immediately upon the establishment of the standing Technology & Cybersecurity Committee;

7. Authorization for the Company's officers to prepare and file a Current Report on Form 8-K with the Securities and Exchange Commission disclosing the adoption of the Amended and Restated Bylaws and such other matters as the filing officers deem appropriate; and

8. A recommendation that stockholders approve an amendment to the Company's Restated Certificate of Incorporation to add a provision exculpating officers from personal liability for monetary damages arising from breaches of the duty of care, as now permitted under DGCL § 102(b)(7) as amended effective August 1, 2022, at the June 6, 2024 Annual Meeting of Stockholders.

H. SEC Filing — Form 8-K (March 14, 2024)

In accordance with the board resolutions described above, CRH filed a Current Report on Form 8-K with the Securities and Exchange Commission on March 14, 2024, disclosing the adoption of the Amended and Restated Bylaws. The 8-K filing included a copy of the 2024 Bylaws as an exhibit. CRH's SEC filing information is as follows: Central Index Key (CIK) 0001387442; Nasdaq ticker symbol: CRHI. A copy of the Form 8-K as filed is included in the enclosed closing binder at Tab 12.

IV. Closing Binder and Governance Manual Contents

The closing binder transmitted with this letter contains the following documents, organized under the tabs indicated below. In addition, the Corporate Governance Manual at Tab 13 compiles all current governance documents into a single reference volume for use by the board of directors and senior management.

We recommend that the Corporate Governance Manual at Tab 13 be maintained as a living document and updated periodically as governance documents are amended or supplemented. The manual is designed to serve as a comprehensive single-source reference for board members and should be distributed to all current directors and provided to new directors as part of the Company's director onboarding process.

V. Engagement Timeline Summary

The following table provides a chronological summary of key dates and milestones throughout the engagement:

VI. Outstanding Recommendation — Officer Exculpation Charter Amendment

Calderwood & Harkness recommends that CRH pursue an amendment to its Restated Certificate of Incorporation to add a provision exculpating officers from personal liability for monetary damages arising from breaches of the duty of care, as now permitted under DGCL § 102(b)(7) as amended effective August 1, 2022.

CRH's existing Restated Certificate of Incorporation, which was filed with the Delaware Secretary of State on October 3, 2016, includes a Section 102(b)(7) exculpation clause for directors. However, the Restated Certificate has not been updated to extend exculpation to senior officers, notwithstanding that the 2022 DGCL amendment now permits such exculpation for officers identified in Section 16 of the Securities Exchange Act of 1934. As discussed in the Delaware Law Update Memo prepared by Claire Dempsey and delivered on February 5, 2024, a growing majority of Delaware-incorporated public companies have adopted or proposed officer exculpation provisions since the amendment's effective date, and the proxy advisory firms have generally indicated that they will evaluate such proposals on a case-by-case basis, with a focus on whether the company has a history of problematic governance practices.

As noted in Part III.G above, the board resolutions adopted on March 11, 2024 include a recommendation that stockholders approve this charter amendment at the June 6, 2024 Annual Meeting of Stockholders. The anticipated record date for that meeting is April 11, 2024.

We note that the preparation of the charter amendment itself, the related proxy statement disclosure, the proposed amendment language, and other stockholder materials in connection with the June 6, 2024 Annual Meeting was outside the scope of the current engagement as defined in the January 18, 2024 engagement letter. Accordingly, CRH should engage counsel to prepare these materials. Calderwood & Harkness is available to assist with this next-step engagement, and we would be pleased to discuss the scope, timeline, and estimated fees for such work at your convenience.

VII. Ridgepoint Capital Partners LP — Public Acknowledgment

On March 20, 2024, Ridgepoint Capital Partners LP issued a public statement acknowledging CRH's governance improvements. Ridgepoint is managed by Victor Langdon and is represented by counsel at Whitfield & Pratt LLP (Daniel Orenstein).

As background, Ridgepoint filed an amended Schedule 13D (13D/A) with the SEC on November 17, 2023, disclosing beneficial ownership of approximately 4.7% of CRH's outstanding common stock (3,290,000 shares). In that filing and in subsequent public communications, Ridgepoint called for a number of governance reforms, including the adoption of a majority voting standard for uncontested director elections, the adoption of a proxy access provision, and the adoption of an independent board chair requirement. Ridgepoint's activism followed the June 8, 2023 contested director election, in which Ridgepoint's nominee, Franklin Gu, received 38.2% of votes cast and incumbent director David Hargrove received only 54.1% of votes cast—a result that, while sufficient for election under the then-applicable plurality voting standard, nonetheless signaled meaningful stockholder dissatisfaction.

The governance reforms adopted by the CRH board on March 11, 2024 directly address several of Ridgepoint's stated concerns. The adoption of a majority voting standard for uncontested director elections and a proxy access provision are responsive to two of the three principal reform demands articulated in Ridgepoint's 13D/A filing. Ridgepoint's public acknowledgment of these improvements is a positive development heading into the June 6, 2024 Annual Meeting and may meaningfully reduce the likelihood of a contested election or a "withhold" or "against" campaign similar to the one mounted in 2023. We note, however, that Ridgepoint's third demand—an independent board chair requirement—was not adopted, as the board determined that the Company's current leadership structure (with Thomas R. Kinsley serving as independent, non-executive Chairman) already addresses the independence concern underlying Ridgepoint's request. We discuss this topic further in Part VIII below.

VIII. Additional Observations and Recommendations for Future Consideration

While the core objectives of the engagement have been achieved, we offer the following observations and recommendations for the Company's future consideration:

Annual Governance Review. We recommend that CRH institute an annual review of its bylaws and all committee charters as part of the structured annual board and committee self-evaluation process now embedded in the revised Nominating & Corporate Governance Committee Charter. An annual review cadence will help ensure that the Company's governance documents remain current and responsive to evolving legal requirements, regulatory expectations, and best practices, and will help avoid the accumulation of gaps that necessitated the comprehensive refresh undertaken in this engagement.

Proxy Advisory Firm Monitoring. CRH should continue to monitor evolving policy guidelines issued by ISS, Tarrant Partners LLC, and other proxy advisory firms, and should evaluate its governance practices against these guidelines on an annual basis in advance of each proxy season. Changes to proxy advisory firm policies—particularly with respect to board diversity, overboarding thresholds, and environmental and social disclosure expectations—can materially affect voting recommendations and should be evaluated proactively.

Delaware Case Law Developments. The Company and its counsel should continue to monitor developments in Delaware case law, particularly with respect to Caremark oversight duties. The decisions in In re Harborview & Co. Derivative Litigation and In re McDonald's Corp. Stockholder Derivative Litigation reflect a trend toward heightened judicial scrutiny of board and committee oversight of "mission critical" risks and material compliance matters. The revised committee charters adopted by the board are designed to be responsive to these developments, but ongoing monitoring is advisable to ensure that the Company's oversight structures and information flow protocols remain consistent with judicial expectations.

Independent Chair Policy. Ridgepoint Capital Partners LP's 13D/A filing included a demand for an independent board chair policy. The board determined not to adopt such a policy at this time, noting that Thomas R. Kinsley currently serves as an independent, non-executive Chairman and that the Company's governance structure already provides for meaningful independent board leadership through the Lead Independent Director role held by Margaret "Meg" Holliday. We recommend that the Nominating & Corporate Governance Committee periodically evaluate whether to adopt a formal independent chair policy or to maintain the current flexible approach, taking into account proxy advisory firm expectations, peer practices, and any changes in board composition or leadership.

Governance Scoring and Proxy Season Preparation. CRH should coordinate with Glassman & Torrey LLP (contact: Katherine "Kate" Redfield) to obtain an updated governance score reflecting the reforms adopted on March 11, 2024, and to prepare for the 2024 proxy season. The Company's 2024 proxy statement, which is anticipated to be filed in late April 2024, should highlight the governance improvements and the responsive nature of the reforms. An updated score will be useful both for internal assessment purposes and for shareholder engagement communications.

Transfer Agent and D&O Insurance Coordination. In connection with the upcoming June 6, 2024 Annual Meeting, CRH should coordinate with Pennington Shareholder Services LLC, the Company's transfer agent and registrar, regarding record date procedures, stockholder list preparation, and vote tabulation logistics. Additionally, the Company should confirm coverage and reporting protocols with Broadview Insurance Group, CRH's directors and officers liability insurance carrier. The current D&O policy provides limits of $50,000,000 per occurrence and $50,000,000 in the aggregate, with a policy period of June 1, 2023 through June 1, 2024. Given the upcoming policy renewal and the governance changes implemented during this engagement, we recommend that CRH engage its insurance broker to discuss the renewal terms and any adjustments to coverage that may be warranted.

IX. Fee Summary

The total billed fees for C&H Matter No. 1038-00005 are $287,638, calculated as follows:

The final amount falls within the estimated fee range of $275,000 to $350,000 set forth in the engagement letter dated January 18, 2024.

The engagement team's hourly rates, as established in the engagement letter, were as follows:

Total hours billed by the engagement team were approximately 488.5 hours across the duration of the matter.

The final invoice is enclosed with this letter. Payment is due in accordance with the standard payment terms set forth in the engagement letter.

X. Matter Closure

Calderwood & Harkness LLP confirms that C&H Matter No. 1038-00005 is formally closed as of April 9, 2024 (matter status: closed — completed). All documents generated in connection with this engagement will be retained in accordance with the firm's document retention policy and applicable professional obligations, including the Washington Rules of Professional Conduct.

Calderwood & Harkness remains available for any follow-up questions you may have regarding the deliverables described in this letter, the implementation of the outstanding officer exculpation recommendation, or any other governance matters. As noted in Part VI above, we would be pleased to discuss a new engagement to assist with the preparation of the officer exculpation charter amendment and related proxy materials for the June 6, 2024 Annual Meeting.

On behalf of the entire Calderwood & Harkness engagement team, I would like to extend our sincere thanks to you, Priya, and to the CRH board and management team for the trust you placed in us throughout this engagement. It was a pleasure to work with you, Chairman Thomas R. Kinsley, Lead Independent Director Meg Holliday, CEO Julian Voss, and the committee chairs on this important initiative. The governance reforms adopted by the board represent a meaningful and well-calibrated response to the evolving expectations of stockholders, proxy advisory firms, and the regulatory environment, and they position CRH well for the 2024 Annual Meeting and beyond.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Howard Bellamy Partner Calderwood & Harkness LLP 999 Third Avenue, Suite 4200 Seattle, Washington 98104 Direct: (206) 555-7812

Email: hbellamy@calderwoodharkness.com

Enclosures: Closing Binder (Tabs 1–13) and Corporate Governance Manual

cc: Douglas Fairchild, Partner, Calderwood & Harkness LLP (Billing Partner) cc: Eric Johannsen, Senior Associate, Calderwood & Harkness LLP cc: Claire Dempsey, Associate, Calderwood & Harkness LLP cc: Thomas R. Kinsley, Chairman of the Board, Cascade Retail Holdings Inc. cc: Margaret "Meg" Holliday, Lead Independent Director, Cascade Retail Holdings Inc.

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION This letter and the enclosed materials are confidential attorney-client communications and may also be protected by the work product doctrine. Distribution of this letter and the enclosed materials should be limited to authorized recipients. If you have received this letter in error, please contact the sender immediately.

Tab	Document	Date
1	Engagement Letter	January 18, 2024
2	Governance Gap Analysis Memorandum	January 29, 2024
3	Delaware Law Update Memorandum	February 5, 2024
4	Board Governance Workshop Presentation Memorandum	February 22, 2024
5	Amended and Restated Bylaws (Execution Version)	March 11, 2024
6	Bylaws Redline — 2019 vs. 2024, with Annotations	March 11, 2024
7	Revised Audit Committee Charter	March 11, 2024
8	Revised Compensation & Human Capital Committee Charter	March 11, 2024
9	Revised Nominating & Corporate Governance Committee Charter	March 11, 2024
10	Technology & Cybersecurity Committee Charter	March 11, 2024
11	Board Resolutions	March 11, 2024
12	Form 8-K as filed with the SEC	March 14, 2024
13	Corporate Governance Manual (compilation of all current governance documents for board reference)	April 1, 2024
Date	Milestone
January 5, 2024	Initial scoping call between Priya Sundaram and Howard Bellamy to discuss the engagement's scope, objectives, and preliminary timeline
January 18, 2024	Engagement letter executed by CRH and Calderwood & Harkness LLP; matter formally opened under C&H Matter No. 1038-00005
January 29, 2024	Governance Gap Analysis Memorandum delivered to CRH, identifying gaps in existing governance documents and setting forth recommendations
February 5, 2024	Delaware Law Update Memorandum delivered, analyzing recent DGCL amendments and case law developments
February 12, 2024	First draft of the Amended and Restated Bylaws circulated to Priya Sundaram and the Nominating & Corporate Governance Committee for review and comment
February 22, 2024	Board governance workshop held; Workshop Memo presented to the full board by Howard Bellamy, Eric Johannsen, and Claire Dempsey
March 4, 2024	Revised draft of the Amended and Restated Bylaws and all revised and new committee charters circulated to the full board in advance of the March 11 board meeting
March 11, 2024	Board meeting held, Thomas R. Kinsley presiding; board adopted the Amended and Restated Bylaws, all revised and new committee charters, and related resolutions
March 14, 2024	Current Report on Form 8-K filed with the SEC disclosing the adoption of the Amended and Restated Bylaws
March 20, 2024	Ridgepoint Capital Partners LP issued a public statement acknowledging CRH's governance improvements

April 1, 2024	Closing binder and Corporate Governance Manual delivered to CRH
April 9, 2024	Matter formally closed
Component	Amount
Gross fees (after write-downs)	$312,650
Less: 8% volume discount per standing arrangement	($25,012)
Net billed fees	$287,638
Attorney	Role	Hourly Rate
Howard Bellamy	Responsible Partner	$1,150/hr
Douglas Fairchild	Billing Partner	$1,050/hr
Eric Johannsen	Lead Associate	$725/hr
Claire Dempsey	Working Associate	$525/hr

CALDERWOOD & HARKNESS LLP Attorneys at Law
999 Third Avenue, Suite 4200 Seattle, Washington 98104 Telephone: (206) 555-7800 Facsimile: (206) 555-7801 www.calderwoodharkness.com
April 1, 2024
C&H Matter No. 1038-00005
VIA EMAIL AND HAND DELIVERY
Priya Sundaram Executive Vice President, General Counsel & Corporate Secretary Cascade Retail Holdings Inc. 4800 Lakeview Blvd, Suite 1100 Bellevue, WA 98004
Dear Priya:
I. Purpose of This Letter
Calderwood & Harkness LLP is pleased to transmit herewith the final closing binder and corporate governance manual prepared in connection with the comprehensive bylaws and board committee structure review and refresh engagement for Cascade Retail Holdings Inc. ("CRH" or the "Company"). This engagement was opened on January 18, 2024, pursuant to our engagement letter of the same date and has been conducted under C&H Matter No. 1038-00005.
As you know, this engagement was catalyzed by a confluence of factors that made a thorough governance review both timely and necessary. Among the principal considerations were evolving proxy advisory expectations, including the 2024 policy updates from Thackeray Health IT ("ISS") and Westmark Solutions ("Tarrant Partners LLC"), as well as significant recent Delaware case law developments affecting board oversight duties and officer exculpation. The contested director election at CRH's June 8, 2023 Annual Meeting of Stockholders—in which Ridgepoint Capital Partners LP's nominee Franklin Gu received 38.2% of votes cast—served as an additional and highly visible catalyst for this review. Further impetus was provided by ongoing engagement pressure from Ridgepoint Capital Partners LP, which holds a 4.7% stake in CRH (3,290,000 shares as disclosed in its November 17, 2023 Schedule 13D/A filing) and has publicly advocated for governance reforms. Finally, the Governance Health Assessment prepared by Glassman & Torrey LLP, dated December 5, 2023, scored CRH at 58 out of 100, a result that placed the Company below the peer median of 67 out of 100 among the 18 public retail companies included in the benchmark group.
This letter summarizes all completed deliverables, describes the contents of the enclosed closing binder and corporate governance manual, notes the outstanding recommendation regarding an officer exculpation charter amendment, and confirms the formal closure of this matter.
II. Summary of Engagement Team
The following Calderwood & Harkness attorneys comprised the engagement team for this matter:
• Howard Bellamy, Partner — Responsible Partner
• Douglas Fairchild, Partner — Billing Partner
• Eric Johannsen, Senior Associate — Lead Associate
• Claire Dempsey, Associate — Working Associate
We note, with appreciation, the collaborative and highly productive working relationship that our team enjoyed throughout this engagement with you and with other members of the CRH board of directors and senior management team. In particular, we wish to acknowledge the meaningful contributions and availability of Thomas R. Kinsley, Chairman of the Board; Margaret "Meg" Holliday, Lead Independent Director and Chair of the Nominating & Corporate Governance Committee; and the full board, all of whom devoted considerable time and attention to the governance workshop, document review cycles, and board meeting deliberations that were essential to the successful completion of this engagement. We also appreciate the cooperation and insights provided by Julian Voss, Chief Executive Officer, and the other committee chairs throughout this process.
III. Summary of Completed Deliverables
Set forth below is a comprehensive summary of each deliverable completed during the course of this engagement, together with the date of completion and a description of its contents and significance.
A. Governance Gap Analysis Memorandum (January 29, 2024)
On January 29, 2024, Eric Johannsen and Claire Dempsey prepared and delivered to CRH a detailed governance gap analysis memorandum (the "Gap Analysis Memo"). The Gap Analysis Memo systematically identified gaps and areas of potential improvement in CRH's existing governance documents—specifically, the Company's 2019 Bylaws (as last amended May 14, 2019) and the then-existing committee charters for the Audit Committee, the Compensation Committee, and the Nominating & Corporate Governance Committee.
The Gap Analysis Memo benchmarked CRH's governance architecture against the following standards and reference points:
• Current best practices for Delaware-incorporated, Nasdaq-listed public companies;
• ISS 2024 Benchmark Policy Guidelines and Tarrant Partners LLC 2024 Policy Guidelines;
• Applicable Nasdaq Stock Market listing standards;
• The SEC's cybersecurity disclosure rules adopted in July 2023 (requiring, among other things, disclosure of material cybersecurity incidents on Form 8-K and cybersecurity risk management and governance disclosures in annual reports);
• Peer benchmarks derived from the Glassman & Torrey LLP Governance Health Assessment dated December 5, 2023; and
• The specific governance reform demands articulated by Ridgepoint Capital Partners LP in its November 17, 2023 Schedule 13D/A filing.
The Gap Analysis Memo addressed the following governance topics, each of which was analyzed in detail and accompanied by a specific recommendation:
1. Conversion from a plurality voting standard to a majority voting standard for uncontested director elections;
2. Adoption of a proxy access provision;
3. Modernization of the Company's advance notice bylaws, including enhanced disclosure requirements for nominating stockholders;
4. Adoption of an exclusive Delaware forum selection bylaw;
5. Adoption of emergency bylaws consistent with DGCL § 110;
6. Extension of exculpation protections to officers under the 2022 amendment to DGCL § 102(b)(7);
7. Identification of gaps in existing committee charters relative to current regulatory requirements, listing standards, and emerging best practices; and
8. The absence of a standing Technology & Cybersecurity Committee, notwithstanding the existence of an ad hoc Technology & Innovation Committee formed by board resolution on September 15, 2022, without a formal charter.
The Gap Analysis Memo served as the foundational document for all subsequent work product and formed the basis of the recommendations presented to the board at the February 22, 2024 governance workshop.
B. Delaware Law Update Memorandum (February 5, 2024)
On February 5, 2024, Claire Dempsey prepared and delivered a research memorandum analyzing recent amendments to the Delaware General Corporation Law ("DGCL") and developments in Delaware Court of Chancery and Supreme Court case law of particular relevance to the engagement (the "Delaware Law Update Memo").
The Delaware Law Update Memo addressed the following topics in detail:
• Officer Exculpation under DGCL § 102(b)(7). The memorandum analyzed the August 1, 2022 amendment to DGCL § 102(b)(7), which for the first time permits Delaware corporations to include provisions in their certificates of incorporation exculpating certain senior officers from personal liability for monetary damages arising from breaches of the duty of care. The memorandum discussed the scope of the amendment, including its limitation to officers identified in Section 16 of the Securities Exchange Act of 1934 and the corresponding definition of "officer" under Exchange Act Rule 16a-1(f), as well as its exclusion of claims arising from breaches of the duty of loyalty, acts or omissions not in good faith or involving intentional misconduct or knowing violations of law, and any transaction from which the officer derived an improper personal benefit. The memorandum further surveyed the rate of adoption among Delaware-incorporated public companies since the amendment's effective date and identified adoption by peer companies in the retail sector.
• Caremark Oversight Duties — *In re McDonald's Corp. Stockholder Derivative Litigation* (Del. Ch. 2023). The memorandum analyzed the Delaware Court of Chancery's decision in In re McDonald's Corp. Stockholder Derivative Litigation, in which the court addressed the application of the Caremark oversight duty framework to directors in the context of alleged failures to oversee workplace culture and human resources compliance. The memorandum discussed the implications of this decision for board-level and committee-level oversight responsibilities, and in particular for the scope and specificity of compliance oversight language in committee charters.
• Caremark Oversight Duties — *In re Harborview & Co. Derivative Litigation* (Del. Ch. 2021). The memorandum analyzed the Court of Chancery's decision in In re Harborview & Co. Derivative Litigation, which involved allegations that the Camberwell Holdings board failed to implement adequate reporting and monitoring systems with respect to airplane safety—a "mission critical" risk. The memorandum discussed the heightened standard articulated by the court for oversight of risks that are central to a company's business operations and the practical implications of this standard for committee charter drafting and board information flow protocols.
• Emergency Bylaws under DGCL § 110. The memorandum analyzed DGCL § 110, which authorizes Delaware corporations to adopt emergency bylaws that become operative during emergency conditions (including circumstances arising from natural disasters, pandemics, attacks on the United States, or similar events) and which may include provisions that depart from otherwise applicable provisions of the DGCL, the certificate of incorporation, or the bylaws. The memorandum recommended that CRH adopt emergency bylaws as part of its bylaws refresh.
The Delaware Law Update Memo informed the specific drafting choices made in the Amended and Restated Bylaws and the revised committee charters and was provided to the full board in advance of the February 22, 2024 governance workshop.
C. Board Governance Workshop Presentation Memorandum (February 22, 2024)
On February 22, 2024, Howard Bellamy, Eric Johannsen, and Claire Dempsey presented a governance workshop to the full CRH board of directors. In connection with the workshop, the team prepared and delivered a written memorandum (the "Workshop Memo") that served as both the presentation materials for the workshop and a reference document for subsequent board deliberations.
The Workshop Memo covered the following topics:
• Current governance trends among publicly traded retail companies, including adoption rates for majority voting, proxy access, forum selection bylaws, and officer exculpation;
• A detailed peer analysis comparing CRH's governance practices against the 18 public retail companies included in the Glassman & Torrey LLP Governance Health Assessment;
• An overview of current ISS and Tarrant Partners LLC scoring methodologies and the specific governance features that drive proxy advisory firm recommendations;
• A summary of each recommended change, including the business rationale, legal basis, and expected impact on CRH's governance profile and proxy advisory firm scores; and
• A proposed implementation timeline for all recommended changes.
The workshop was well-attended by all members of the board and generated substantive discussion that shaped the final form of the deliverables adopted at the March 11, 2024 board meeting.
D. Amended and Restated Bylaws of Cascade Retail Holdings Inc. (Adopted March 11, 2024)
The execution version of the Amended and Restated Bylaws of Cascade Retail Holdings Inc. (the "2024 Bylaws") was adopted by the Board of Directors at its meeting on March 11, 2024, with Thomas R. Kinsley presiding as Chairman. The 2024 Bylaws supersede the Company's prior bylaws (the "2019 Bylaws"), which were last amended on May 14, 2019 and had not been updated since that date.
The 2024 Bylaws incorporate the following key substantive changes:
1. Majority Voting Standard for Uncontested Director Elections. The 2024 Bylaws replace the prior plurality voting standard with a majority voting standard for uncontested director elections, under which a director nominee must receive a majority of votes cast (i.e., the number of shares voted "for" a nominee must exceed the number of shares voted "against" that nominee) in order to be elected to the board. The majority voting standard is subject to a plurality carve-back that applies automatically in the event of a contested election (i.e., an election in which the number of nominees exceeds the number of director seats to be filled as of the record date for the applicable meeting). The 2024 Bylaws also incorporate a director resignation policy pursuant to which any incumbent director who fails to receive a majority of votes cast in an uncontested election must promptly tender his or her resignation to the board. The Nominating & Corporate Governance Committee is charged with making a recommendation to the full board regarding whether to accept or reject the resignation, and the board is required to act on the resignation within 90 days following the certification of the election results and to publicly disclose its decision and the rationale therefor.
2. Proxy Access Provision. The 2024 Bylaws include a new proxy access provision permitting a stockholder, or a group of up to 20 stockholders, who has continuously owned at least 3% of the Company's outstanding shares for at least 3 years to nominate and include in the Company's proxy materials director candidates constituting up to the greater of 2 nominees or 20% of the board. Based on CRH's current 11-member board, the 20% threshold equals 2.2, which rounds down to 2; accordingly, the minimum floor of 2 nominees applies. For reference, the 3% ownership threshold, based on CRH's approximately 70,000,000 outstanding shares, requires ownership of at least 2,100,000 shares. The proxy access provision includes customary eligibility requirements, informational requirements, and conditions designed to ensure the orderly operation of the nomination process while preserving meaningful stockholder access.
3. Modernized Advance Notice Bylaws. The 2024 Bylaws significantly modernize the Company's advance notice provisions for stockholder nominations and other business proposals. The revised provisions include enhanced disclosure requirements for nominating stockholders, including disclosure of derivative positions, short interests, hedging arrangements, and material relationships with nominees or their affiliates. The notice window has been set at not earlier than 120 days and not later than 90 days before the first anniversary of the prior year's annual meeting. For the upcoming June 6, 2024 Annual Meeting of Stockholders, the applicable notice window ran from February 7, 2024 to March 8, 2024. The enhanced disclosure requirements are consistent with current best practices and reflect developments in Delaware case law and proxy advisory firm expectations regarding the transparency of stockholder nominations.
4. Exclusive Delaware Forum Bylaw. The 2024 Bylaws include an exclusive forum selection provision designating the Court of Chancery of the State of Delaware (or, if the Court of Chancery lacks subject matter jurisdiction, the Superior Court of the State of Delaware, or if neither state court has subject matter jurisdiction, the United States District Court for the District of Delaware) as the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Company, (b) any action asserting a claim of breach of fiduciary duty owed by any director, officer, or other employee of the Company to the Company or its stockholders, (c) any action asserting a claim arising pursuant to any provision of the DGCL or the Company's certificate of incorporation or bylaws, or (d) any action asserting a claim governed by the internal affairs doctrine. Separately, the 2024 Bylaws designate the federal district courts of the United States as the exclusive forum for any complaint asserting a cause of action arising under the Securities Act of 1933, as amended. This dual-forum structure is consistent with the approach adopted by the majority of large-cap Delaware-incorporated public companies.
5. Article IX — Emergency Bylaws. Consistent with DGCL § 110 and the analysis set forth in the Delaware Law Update Memo, the 2024 Bylaws include a new Article IX containing emergency bylaws that become operative during any emergency condition that renders it impracticable for the board to convene in accordance with the Company's standard procedures. The emergency bylaws address quorum requirements, notice provisions, succession procedures, and other matters necessary to ensure continuity of corporate governance during emergency conditions.
6. Retention of Prohibition on Stockholder Action by Written Consent. The 2024 Bylaws retain the existing prohibition on stockholder action by written consent. This prohibition is separately established in Article VII, Section 2 of the Company's Restated Certificate of Incorporation, and the bylaws continue to operate consistently with that charter-level restriction.
E. Bylaws Redline and Summary of Changes
Eric Johannsen and Claire Dempsey prepared a comprehensive tracked-changes comparison (the "Bylaws Redline") of the 2019 Bylaws against the 2024 Amended and Restated Bylaws. The Bylaws Redline includes marginal annotations explaining the purpose, legal basis, and practical effect of each change. The Bylaws Redline was circulated to you and to the Nominating & Corporate Governance Committee, chaired by Margaret "Meg" Holliday, for review in advance of the March 11, 2024 board meeting and served as a reference document during the board's deliberations. A clean copy of the Bylaws Redline is included in the enclosed closing binder at Tab 6.
F. Revised Committee Charters (All Adopted March 11, 2024)
In connection with the bylaws refresh, the engagement team also prepared revised charters for each of CRH's three existing standing board committees and a new charter for a standing Technology & Cybersecurity Committee. All four charters were adopted by the Board of Directors at its meeting on March 11, 2024. A summary of each charter follows.
1. Revised Audit Committee Charter. The revised Audit Committee Charter supersedes the prior charter, which was last revised in February 2020. The revised charter incorporates the following updates and enhancements:
• Updates to reflect current SEC rules applicable to audit committee oversight, including amendments to Regulation S-K, Exchange Act Rule 10A-3, and related guidance;
• Updates to reflect current Nasdaq Stock Market listing standards applicable to audit committee composition, qualifications, and responsibilities;
• An expanded risk oversight mandate that expressly includes cybersecurity risk, consistent with the SEC's cybersecurity disclosure rules adopted in July 2023, which require companies to disclose their cybersecurity risk management, strategy, and governance processes, as well as material cybersecurity incidents;
• Enhanced whistleblower procedures, including updated protocols for the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters;
• Caremark-informed compliance oversight language, reflecting the heightened judicial expectations for board- and committee-level oversight of material legal and regulatory compliance risks as articulated in In re Harborview & Co. Derivative Litigation and In re McDonald's Corp. Stockholder Derivative Litigation; and
• A requirement that the Audit Committee consist of a minimum of 4 independent members (as compared to the prior charter's minimum of 3), each satisfying the independence and financial literacy requirements of the Nasdaq listing standards and Rule 10A-3 under the Exchange Act.
Sandra Chen-Watkins has been designated as Chair of the Audit Committee. The revised charter includes references to the Audit Committee's oversight of the Company's relationship with its independent registered public accounting firm, Mercer & Holloway LLP (lead engagement partner: Philip Tanaka). Mercer & Holloway has served as CRH's independent auditor since fiscal year 2018.
2. Revised Compensation & Human Capital Committee Charter. The revised Compensation & Human Capital Committee Charter supersedes the prior Compensation Committee Charter, which was last revised in March 2021. In addition to the name change—reflecting the expanded scope of the committee's responsibilities—the revised charter incorporates the following updates and enhancements:
• The addition of explicit human capital management oversight responsibilities, including oversight of the Company's strategies and policies related to workforce diversity, equity, and inclusion, talent development and retention, employee engagement, and workplace culture;
• Oversight responsibility for the Company's pay-versus-performance disclosure obligations, consistent with the SEC's pay-versus-performance disclosure rules that became effective for the Company's fiscal year 2023 proxy statement;
• Responsibility for the administration of the Company's compensation clawback policy, consistent with Nasdaq Listing Rule 5608, which became effective on October 2, 2023, and requires listed companies to adopt and comply with written clawback policies for the recovery of erroneously awarded incentive-based compensation; and
• A requirement that the committee consist of a minimum of 3 independent members, each satisfying the independence requirements of the Nasdaq listing standards, including the enhanced independence standards applicable to compensation committee members.
Robert "Rob" Elliston has been designated as Chair of the Compensation & Human Capital Committee.
3. Revised Nominating & Corporate Governance Committee Charter. The revised Nominating & Corporate Governance Committee Charter supersedes the prior charter, which was last revised in January 2019. The revised charter incorporates the following updates and enhancements:
• The addition of ESG and sustainability oversight responsibilities, including oversight of the Company's environmental, social, and governance initiatives, disclosures, and stakeholder engagement practices;
• A formalized board refreshment process, including periodic review and maintenance of a board skills matrix that maps director competencies against the Company's strategic needs;
• A structured annual board and committee self-evaluation process, to be coordinated by the committee chair and reported to the full board, designed to assess board effectiveness, identify areas for improvement, and inform board refreshment and succession planning; and
• A requirement that the committee consist of a minimum of 3 independent members, each satisfying the independence requirements of the Nasdaq listing standards.
Margaret "Meg" Holliday continues to serve as Chair of the Nominating & Corporate Governance Committee.
4. New Technology & Cybersecurity Committee Charter. The Technology & Cybersecurity Committee Charter is a new charter formalizing what had previously operated as the ad hoc Technology & Innovation Committee. That ad hoc committee was originally formed by board resolution on September 15, 2022, without a formal charter, and functioned in an advisory capacity without defined authority or reporting obligations. The new charter elevates this function to a standing committee of the board with the following characteristics:
• A minimum of 3 independent members, with at least one member possessing expertise or experience in information technology, cybersecurity, data privacy, or a related technical discipline;
• Dr. Anwar Farouk has been designated as an initial member of the committee, consistent with his background in technology and digital innovation;
• The committee's oversight responsibilities encompass IT strategy and infrastructure, cybersecurity programs and incident response protocols, data privacy and compliance (including compliance with applicable state and federal data privacy laws), and governance of the Company's use of artificial intelligence and machine learning technologies; and
• The prior ad hoc Technology & Innovation Committee has been formally dissolved and its functions absorbed by the new standing Technology & Cybersecurity Committee.
G. Board Resolutions (March 11, 2024)
At its meeting on March 11, 2024, with Thomas R. Kinsley presiding as Chairman of the Board, the Board of Directors of CRH adopted resolutions approving the following actions:
1. Adoption of the Amended and Restated Bylaws of Cascade Retail Holdings Inc., effective immediately, superseding the 2019 Bylaws (as last amended May 14, 2019);
2. Adoption of the revised Audit Committee Charter, effective immediately;
3. Adoption of the revised Compensation & Human Capital Committee Charter, effective immediately;
4. Adoption of the revised Nominating & Corporate Governance Committee Charter, effective immediately;
5. Adoption of the new Technology & Cybersecurity Committee Charter and establishment of the Technology & Cybersecurity Committee as a standing committee of the Board, effective immediately;
6. Dissolution of the ad hoc Technology & Innovation Committee, effective immediately upon the establishment of the standing Technology & Cybersecurity Committee;
7. Authorization for the Company's officers to prepare and file a Current Report on Form 8-K with the Securities and Exchange Commission disclosing the adoption of the Amended and Restated Bylaws and such other matters as the filing officers deem appropriate; and
8. A recommendation that stockholders approve an amendment to the Company's Restated Certificate of Incorporation to add a provision exculpating officers from personal liability for monetary damages arising from breaches of the duty of care, as now permitted under DGCL § 102(b)(7) as amended effective August 1, 2022, at the June 6, 2024 Annual Meeting of Stockholders.
H. SEC Filing — Form 8-K (March 14, 2024)
In accordance with the board resolutions described above, CRH filed a Current Report on Form 8-K with the Securities and Exchange Commission on March 14, 2024, disclosing the adoption of the Amended and Restated Bylaws. The 8-K filing included a copy of the 2024 Bylaws as an exhibit. CRH's SEC filing information is as follows: Central Index Key (CIK) 0001387442; Nasdaq ticker symbol: CRHI. A copy of the Form 8-K as filed is included in the enclosed closing binder at Tab 12.
IV. Closing Binder and Governance Manual Contents
The closing binder transmitted with this letter contains the following documents, organized under the tabs indicated below. In addition, the Corporate Governance Manual at Tab 13 compiles all current governance documents into a single reference volume for use by the board of directors and senior management.
We recommend that the Corporate Governance Manual at Tab 13 be maintained as a living document and updated periodically as governance documents are amended or supplemented. The manual is designed to serve as a comprehensive single-source reference for board members and should be distributed to all current directors and provided to new directors as part of the Company's director onboarding process.
V. Engagement Timeline Summary
The following table provides a chronological summary of key dates and milestones throughout the engagement:
VI. Outstanding Recommendation — Officer Exculpation Charter Amendment
Calderwood & Harkness recommends that CRH pursue an amendment to its Restated Certificate of Incorporation to add a provision exculpating officers from personal liability for monetary damages arising from breaches of the duty of care, as now permitted under DGCL § 102(b)(7) as amended effective August 1, 2022.
CRH's existing Restated Certificate of Incorporation, which was filed with the Delaware Secretary of State on October 3, 2016, includes a Section 102(b)(7) exculpation clause for directors. However, the Restated Certificate has not been updated to extend exculpation to senior officers, notwithstanding that the 2022 DGCL amendment now permits such exculpation for officers identified in Section 16 of the Securities Exchange Act of 1934. As discussed in the Delaware Law Update Memo prepared by Claire Dempsey and delivered on February 5, 2024, a growing majority of Delaware-incorporated public companies have adopted or proposed officer exculpation provisions since the amendment's effective date, and the proxy advisory firms have generally indicated that they will evaluate such proposals on a case-by-case basis, with a focus on whether the company has a history of problematic governance practices.
As noted in Part III.G above, the board resolutions adopted on March 11, 2024 include a recommendation that stockholders approve this charter amendment at the June 6, 2024 Annual Meeting of Stockholders. The anticipated record date for that meeting is April 11, 2024.
We note that the preparation of the charter amendment itself, the related proxy statement disclosure, the proposed amendment language, and other stockholder materials in connection with the June 6, 2024 Annual Meeting was outside the scope of the current engagement as defined in the January 18, 2024 engagement letter. Accordingly, CRH should engage counsel to prepare these materials. Calderwood & Harkness is available to assist with this next-step engagement, and we would be pleased to discuss the scope, timeline, and estimated fees for such work at your convenience.
VII. Ridgepoint Capital Partners LP — Public Acknowledgment
On March 20, 2024, Ridgepoint Capital Partners LP issued a public statement acknowledging CRH's governance improvements. Ridgepoint is managed by Victor Langdon and is represented by counsel at Whitfield & Pratt LLP (Daniel Orenstein).
As background, Ridgepoint filed an amended Schedule 13D (13D/A) with the SEC on November 17, 2023, disclosing beneficial ownership of approximately 4.7% of CRH's outstanding common stock (3,290,000 shares). In that filing and in subsequent public communications, Ridgepoint called for a number of governance reforms, including the adoption of a majority voting standard for uncontested director elections, the adoption of a proxy access provision, and the adoption of an independent board chair requirement. Ridgepoint's activism followed the June 8, 2023 contested director election, in which Ridgepoint's nominee, Franklin Gu, received 38.2% of votes cast and incumbent director David Hargrove received only 54.1% of votes cast—a result that, while sufficient for election under the then-applicable plurality voting standard, nonetheless signaled meaningful stockholder dissatisfaction.
The governance reforms adopted by the CRH board on March 11, 2024 directly address several of Ridgepoint's stated concerns. The adoption of a majority voting standard for uncontested director elections and a proxy access provision are responsive to two of the three principal reform demands articulated in Ridgepoint's 13D/A filing. Ridgepoint's public acknowledgment of these improvements is a positive development heading into the June 6, 2024 Annual Meeting and may meaningfully reduce the likelihood of a contested election or a "withhold" or "against" campaign similar to the one mounted in 2023. We note, however, that Ridgepoint's third demand—an independent board chair requirement—was not adopted, as the board determined that the Company's current leadership structure (with Thomas R. Kinsley serving as independent, non-executive Chairman) already addresses the independence concern underlying Ridgepoint's request. We discuss this topic further in Part VIII below.
VIII. Additional Observations and Recommendations for Future Consideration
While the core objectives of the engagement have been achieved, we offer the following observations and recommendations for the Company's future consideration:
Annual Governance Review. We recommend that CRH institute an annual review of its bylaws and all committee charters as part of the structured annual board and committee self-evaluation process now embedded in the revised Nominating & Corporate Governance Committee Charter. An annual review cadence will help ensure that the Company's governance documents remain current and responsive to evolving legal requirements, regulatory expectations, and best practices, and will help avoid the accumulation of gaps that necessitated the comprehensive refresh undertaken in this engagement.
Proxy Advisory Firm Monitoring. CRH should continue to monitor evolving policy guidelines issued by ISS, Tarrant Partners LLC, and other proxy advisory firms, and should evaluate its governance practices against these guidelines on an annual basis in advance of each proxy season. Changes to proxy advisory firm policies—particularly with respect to board diversity, overboarding thresholds, and environmental and social disclosure expectations—can materially affect voting recommendations and should be evaluated proactively.
Delaware Case Law Developments. The Company and its counsel should continue to monitor developments in Delaware case law, particularly with respect to Caremark oversight duties. The decisions in In re Harborview & Co. Derivative Litigation and In re McDonald's Corp. Stockholder Derivative Litigation reflect a trend toward heightened judicial scrutiny of board and committee oversight of "mission critical" risks and material compliance matters. The revised committee charters adopted by the board are designed to be responsive to these developments, but ongoing monitoring is advisable to ensure that the Company's oversight structures and information flow protocols remain consistent with judicial expectations.
Independent Chair Policy. Ridgepoint Capital Partners LP's 13D/A filing included a demand for an independent board chair policy. The board determined not to adopt such a policy at this time, noting that Thomas R. Kinsley currently serves as an independent, non-executive Chairman and that the Company's governance structure already provides for meaningful independent board leadership through the Lead Independent Director role held by Margaret "Meg" Holliday. We recommend that the Nominating & Corporate Governance Committee periodically evaluate whether to adopt a formal independent chair policy or to maintain the current flexible approach, taking into account proxy advisory firm expectations, peer practices, and any changes in board composition or leadership.
Governance Scoring and Proxy Season Preparation. CRH should coordinate with Glassman & Torrey LLP (contact: Katherine "Kate" Redfield) to obtain an updated governance score reflecting the reforms adopted on March 11, 2024, and to prepare for the 2024 proxy season. The Company's 2024 proxy statement, which is anticipated to be filed in late April 2024, should highlight the governance improvements and the responsive nature of the reforms. An updated score will be useful both for internal assessment purposes and for shareholder engagement communications.
Transfer Agent and D&O Insurance Coordination. In connection with the upcoming June 6, 2024 Annual Meeting, CRH should coordinate with Pennington Shareholder Services LLC, the Company's transfer agent and registrar, regarding record date procedures, stockholder list preparation, and vote tabulation logistics. Additionally, the Company should confirm coverage and reporting protocols with Broadview Insurance Group, CRH's directors and officers liability insurance carrier. The current D&O policy provides limits of $50,000,000 per occurrence and $50,000,000 in the aggregate, with a policy period of June 1, 2023 through June 1, 2024. Given the upcoming policy renewal and the governance changes implemented during this engagement, we recommend that CRH engage its insurance broker to discuss the renewal terms and any adjustments to coverage that may be warranted.
IX. Fee Summary
The total billed fees for C&H Matter No. 1038-00005 are $287,638, calculated as follows:
The final amount falls within the estimated fee range of $275,000 to $350,000 set forth in the engagement letter dated January 18, 2024.
The engagement team's hourly rates, as established in the engagement letter, were as follows:
Total hours billed by the engagement team were approximately 488.5 hours across the duration of the matter.
The final invoice is enclosed with this letter. Payment is due in accordance with the standard payment terms set forth in the engagement letter.
X. Matter Closure
Calderwood & Harkness LLP confirms that C&H Matter No. 1038-00005 is formally closed as of April 9, 2024 (matter status: closed — completed). All documents generated in connection with this engagement will be retained in accordance with the firm's document retention policy and applicable professional obligations, including the Washington Rules of Professional Conduct.
Calderwood & Harkness remains available for any follow-up questions you may have regarding the deliverables described in this letter, the implementation of the outstanding officer exculpation recommendation, or any other governance matters. As noted in Part VI above, we would be pleased to discuss a new engagement to assist with the preparation of the officer exculpation charter amendment and related proxy materials for the June 6, 2024 Annual Meeting.
On behalf of the entire Calderwood & Harkness engagement team, I would like to extend our sincere thanks to you, Priya, and to the CRH board and management team for the trust you placed in us throughout this engagement. It was a pleasure to work with you, Chairman Thomas R. Kinsley, Lead Independent Director Meg Holliday, CEO Julian Voss, and the committee chairs on this important initiative. The governance reforms adopted by the board represent a meaningful and well-calibrated response to the evolving expectations of stockholders, proxy advisory firms, and the regulatory environment, and they position CRH well for the 2024 Annual Meeting and beyond.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Howard Bellamy Partner Calderwood & Harkness LLP 999 Third Avenue, Suite 4200 Seattle, Washington 98104 Direct: (206) 555-7812
Email: hbellamy@calderwoodharkness.com
Enclosures: Closing Binder (Tabs 1–13) and Corporate Governance Manual
cc: Douglas Fairchild, Partner, Calderwood & Harkness LLP (Billing Partner) cc: Eric Johannsen, Senior Associate, Calderwood & Harkness LLP cc: Claire Dempsey, Associate, Calderwood & Harkness LLP cc: Thomas R. Kinsley, Chairman of the Board, Cascade Retail Holdings Inc. cc: Margaret "Meg" Holliday, Lead Independent Director, Cascade Retail Holdings Inc.
PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION This letter and the enclosed materials are confidential attorney-client communications and may also be protected by the work product doctrine. Distribution of this letter and the enclosed materials should be limited to authorized recipients. If you have received this letter in error, please contact the sender immediately.
Tab | Document | Date
1 | Engagement Letter | January 18, 2024
2 | Governance Gap Analysis Memorandum | January 29, 2024
3 | Delaware Law Update Memorandum | February 5, 2024
4 | Board Governance Workshop Presentation Memorandum | February 22, 2024
5 | Amended and Restated Bylaws (Execution Version) | March 11, 2024
6 | Bylaws Redline — 2019 vs. 2024, with Annotations | March 11, 2024
7 | Revised Audit Committee Charter | March 11, 2024
8 | Revised Compensation & Human Capital Committee Charter | March 11, 2024
9 | Revised Nominating & Corporate Governance Committee Charter | March 11, 2024
10 | Technology & Cybersecurity Committee Charter | March 11, 2024
11 | Board Resolutions | March 11, 2024
12 | Form 8-K as filed with the SEC | March 14, 2024
13 | Corporate Governance Manual (compilation of all current governance documents for board reference) | April 1, 2024
Date | Milestone
January 5, 2024 | Initial scoping call between Priya Sundaram and Howard Bellamy to discuss the engagement's scope, objectives, and preliminary timeline
January 18, 2024 | Engagement letter executed by CRH and Calderwood & Harkness LLP; matter formally opened under C&H Matter No. 1038-00005
January 29, 2024 | Governance Gap Analysis Memorandum delivered to CRH, identifying gaps in existing governance documents and setting forth recommendations
February 5, 2024 | Delaware Law Update Memorandum delivered, analyzing recent DGCL amendments and case law developments
February 12, 2024 | First draft of the Amended and Restated Bylaws circulated to Priya Sundaram and the Nominating & Corporate Governance Committee for review and comment
February 22, 2024 | Board governance workshop held; Workshop Memo presented to the full board by Howard Bellamy, Eric Johannsen, and Claire Dempsey
March 4, 2024 | Revised draft of the Amended and Restated Bylaws and all revised and new committee charters circulated to the full board in advance of the March 11 board meeting
March 11, 2024 | Board meeting held, Thomas R. Kinsley presiding; board adopted the Amended and Restated Bylaws, all revised and new committee charters, and related resolutions
March 14, 2024 | Current Report on Form 8-K filed with the SEC disclosing the adoption of the Amended and Restated Bylaws
March 20, 2024 | Ridgepoint Capital Partners LP issued a public statement acknowledging CRH's governance improvements
April 1, 2024 | Closing binder and Corporate Governance Manual delivered to CRH
April 9, 2024 | Matter formally closed
Component | Amount
Gross fees (after write-downs) | $312,650
Less: 8% volume discount per standing arrangement | ($25,012)
Net billed fees | $287,638
Attorney | Role | Hourly Rate
Howard Bellamy | Responsible Partner | $1,150/hr
Douglas Fairchild | Billing Partner | $1,050/hr
Eric Johannsen | Lead Associate | $725/hr
Claire Dempsey | Working Associate | $525/hr

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