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CHARTER OF THE COMPENSATION & HUMAN CAPITAL COMMITTEE OF THE BOARD OF DIRECTORS OF CASCADE RETAIL HOLDINGS INC.

As Adopted by the Board of Directors on March 11, 2024

This Charter supersedes and replaces in its entirety the prior Charter of the Compensation & Human Capital Committee last revised in March 2021.

Prepared by Calderwood & Harkness LLP, 999 Third Avenue, Suite 4200, Seattle, WA 98104 C&H Matter No. 1038-00005

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I. PURPOSE

The Board of Directors (the "Board") of Cascade Retail Holdings Inc., a Delaware corporation (the "Company," Nasdaq: CRHI), hereby establishes the Compensation & Human Capital Committee (the "Committee") to assist the Board in fulfilling its oversight responsibilities with respect to the Company's compensation and human capital management programs, policies, and practices. The Committee's overarching purpose is to ensure that the Company's compensation philosophy, program design, and pay practices are aligned with the long-term interests of the Company's stockholders, are consistent with sound corporate governance principles, and are effective in attracting, retaining, motivating, and rewarding a talented and diverse workforce.

In furtherance of this overarching purpose, the Committee is specifically charged with the following responsibilities:

(a) Overseeing and approving, or recommending to the Board for approval, the compensation of the Company's executive officers and non-employee directors, including base salaries, annual and long-term incentive compensation, equity-based awards, perquisites, benefits, employment agreements, severance and change-in-control arrangements, and all other forms of compensation;

(b) Designing, administering, and overseeing the Company's compensation plans, policies, and programs, including the Company's equity incentive plans, annual cash incentive programs, long-term performance-based incentive programs, and deferred compensation arrangements;

(c) Overseeing the Company's human capital management strategy, including but not limited to talent development, talent acquisition and retention, workforce planning, diversity, equity and inclusion ("DEI") initiatives, employee engagement, workplace culture, and executive and senior leadership succession planning;

(d) Preparing, reviewing, and discussing with management the Compensation Discussion and Analysis ("CD&A") disclosure required by Item 402 of Regulation S-K promulgated by the Securities and Exchange Commission ("SEC") for inclusion in the Company's annual proxy statement on Schedule 14A and Annual Report on Form 10-K;

(e) Overseeing the preparation and accuracy of the Company's pay-versus-performance disclosure required by Item 402(v) of Regulation S-K, as adopted by the SEC and effective for fiscal years beginning on or after January 1, 2023;

(f) Administering and overseeing the Company's Compensation Recovery Policy (the "Clawback Policy"), adopted in compliance with Section 10D of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Rule 10D-1 promulgated thereunder, and Nasdaq Listing Rule 5608, which became effective on October 2, 2023;

(g) Conducting, or directing management to conduct, annual assessments of compensation-related risk to determine whether the Company's compensation policies and practices create risks that are reasonably likely to have a material adverse effect on the Company; and

(h) Performing such other duties and responsibilities as may be delegated to the Committee by the Board from time to time.

The Committee's authorities and responsibilities as set forth herein are at all times subject to the Company's Restated Certificate of Incorporation (as filed with the Secretary of State of the State of Delaware on October 3, 2016), the Company's Amended and Restated Bylaws (as adopted by the Board on March 11, 2024), and applicable provisions of the Delaware General Corporation Law (the "DGCL"), the Exchange Act, and the rules and regulations of the SEC and the Nasdaq Stock Market LLC ("Nasdaq").

II. COMPOSITION AND MEMBERSHIP

A. Size. The Committee shall consist of no fewer than three (3) members of the Board. The Board shall determine the exact number of Committee members from time to time, taking into account the needs of the Board and the Committee's workload. As of the date of adoption of this revised Charter, the Committee is composed of three (3) independent members of the Board. The Board may increase or decrease the size of the Committee at any time, provided that the Committee shall at all times maintain the minimum membership specified above.

B. Independence Requirements

Each member of the Committee shall satisfy the following independence requirements:

(i) The independence requirements set forth in Nasdaq Listing Rule 5605(a)(2), which generally requires that a director not have a relationship with the Company that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director;

(ii) The enhanced independence requirements set forth in Nasdaq Listing Rule 5605(d)(2), which are specific to compensation committee members and require the Board to consider, among other factors, (A) the source of compensation of such director, including any consulting, advisory, or other compensatory fee paid by the Company to such director, and (B) whether such director is affiliated with the Company, a subsidiary of the Company, or an affiliate of a subsidiary of the Company, and to affirmatively determine that such director is independent under the applicable standards;

(iii) The definition of "non-employee director" set forth in Rule 16b-3 promulgated under the Exchange Act, which generally requires that a director not be a current officer or employee of the Company or any parent or subsidiary thereof, not receive compensation directly or indirectly from the Company or any parent or subsidiary thereof for services rendered as a consultant or in any capacity other than as a director (subject to certain de minimis exceptions), and not possess an interest in, or be engaged in, any transaction that would be required to be disclosed under Item 404(a) of Regulation S-K; and

(iv) Any additional independence standards as the Board may establish from time to time in furtherance of sound corporate governance practices.

Each member of the Committee must be free from any relationship that, in the opinion of the Board, would interfere with the exercise of independent judgment as a member of the Committee. The Board shall affirmatively determine, at the time of each member's appointment and at least annually thereafter, that each Committee member satisfies the foregoing independence requirements.

C. Appointment and Removal

Members of the Committee shall be appointed annually by the Board upon the recommendation of the Nominating & Corporate Governance Committee of the Board (currently chaired by Margaret "Meg" Holliday, Lead Independent Director). In making its recommendations, the Nominating & Corporate Governance Committee shall consider each candidate's qualifications, experience, independence, and ability to devote sufficient time and attention to the work of the Committee. Members of the Committee shall serve until their successors are duly appointed and qualified, until their earlier resignation from the Committee or the Board, or until their removal from the Committee by action of the Board. The Board may remove any member of the Committee at any time, with or without cause, by the affirmative vote of a majority of the Board then in office.

D. Chair. The Board shall designate one member of the Committee to serve as Chair of the Committee (the "Chair"). Robert "Rob" Elliston shall serve as the initial Chair of the Committee under this revised Charter. The Chair shall preside at all meetings of the Committee, set the agenda for Committee meetings in consultation with Company management and outside advisors, and perform such other duties as may be assigned by the Board or the Committee. If the Chair is not present at a meeting of the Committee, the members of the Committee who are present at such meeting may designate an acting chair for purposes of that meeting by majority vote of the members present.

III. MEETINGS AND PROCEDURES

A. Frequency. The Committee shall meet at least four (4) times per year, and more frequently as circumstances require in the judgment of the Chair or any two members of the Committee. The Committee shall establish a schedule of regular meetings for each calendar year, which schedule shall be provided to all Committee members and to the Corporate Secretary. Special meetings of the Committee may be called at any time by the Chair, by any two (2) members of the Committee, or by the Chairman of the Board, Thomas R. Kinsley. Notice of special meetings shall be provided to all Committee members in accordance with the Company's Amended and Restated Bylaws.

B. Quorum and Voting

A majority of the members of the Committee shall constitute a quorum for the transaction of business at any meeting. Actions of the Committee shall require the affirmative vote of a majority of the members present at a meeting at which a quorum is present. Each member of the Committee shall have one vote. In the event of a tie vote, the matter shall be referred to the full Board for resolution. The Committee may act by unanimous written consent in lieu of a meeting, consistent with Section 141(f) of the DGCL and the applicable provisions of the Company's Amended and Restated Bylaws. Any action taken by unanimous written consent shall have the same force and effect as if taken at a duly called and constituted meeting of the Committee.

C. Attendance and Participation

The Committee may invite members of management, including the Chief Executive Officer, Julian Voss, to attend all or any portion of any meeting of the Committee, provided that Mr. Voss and any other executive officer shall not be present during any deliberations or voting with respect to his or her own compensation. The Committee may also invite outside advisors, compensation consultants, independent legal counsel, and other individuals to attend meetings as appropriate to assist the Committee in carrying out its responsibilities.

The Company's Executive Vice President, General Counsel & Corporate Secretary, Priya Sundaram, shall serve as secretary to the Committee and shall be responsible for the preparation and distribution of meeting agendas, supporting materials, and minutes. Ms. Sundaram may designate a substitute to serve as secretary to the Committee in her absence.

Meetings of the Committee may be held in person at the Company's principal executive offices or at such other location as the Chair may designate, by telephone conference, by videoconference, or by any other means of communication by which all persons participating in the meeting can hear each other, as permitted by Section 141(i) of the DGCL.

D. Executive Sessions

The Committee shall meet in executive session, without any member of management present, at each regularly scheduled meeting of the Committee. The Chair shall preside over all executive sessions. In addition to regular executive sessions, the Committee shall have the authority to meet separately with any or all of the following: the Company's Chief Human Resources Officer and other human resources leadership, the Committee's compensation consultants, the Committee's independent legal counsel, and any other person whose attendance the Committee deems appropriate for the purpose of the executive session.

E. Minutes and Reporting

Minutes of each meeting of the Committee shall be prepared by the secretary to the Committee (or such secretary's designee) and shall be circulated to all Committee members for review and approval. Approved minutes shall be maintained as part of the permanent corporate records of the Company and shall be made available to any member of the Board upon request.

The Chair shall report to the full Board on the Committee's activities, findings, deliberations, and recommendations at the next regularly scheduled meeting of the Board following each meeting of the Committee. Such reports may be made orally or in writing, as the Chair deems appropriate, and shall include a summary of all material actions taken by the Committee and any recommendations requiring Board approval.

IV. AUTHORITY

A. General Authority

The Committee shall have sole authority to retain, terminate, and approve the fees and other engagement terms of compensation consultants, independent legal counsel, and other advisors as the Committee deems necessary or appropriate to carry out its duties and responsibilities. The Committee shall not be required to obtain the approval of the Board or management to engage or terminate any such advisor, and the Committee's determinations regarding the retention and terms of engagement of its advisors shall be final and binding.

The Committee may form and delegate authority to subcommittees consisting of one or more of its members when the Committee deems it appropriate and in the best interests of the Company, provided that any such delegation is consistent with applicable law, including the DGCL, Nasdaq listing standards, and the Company's Restated Certificate of Incorporation and Amended and Restated Bylaws. Any subcommittee so formed shall report its actions and recommendations to the full Committee at the Committee's next regularly scheduled meeting. The Committee shall not delegate any authority that is required by applicable law or listing standards to be exercised by the full Committee.

The Company shall provide appropriate funding, as determined by the Committee in its sole discretion, for the payment of (i) reasonable compensation to any compensation consultant, independent legal counsel, or other advisor retained by the Committee, and (ii) ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties and responsibilities. Management shall cooperate fully with the Committee in arranging for such funding.

B. Compensation Consultants — Independence

Before selecting or receiving advice from any compensation consultant, independent legal counsel, or other advisor (other than the Company's in-house legal counsel), the Committee shall take into consideration the independence factors specified by Nasdaq Listing Rule 5605(d)(3)(D), including, without limitation, the following:

(i) Whether the advisor's firm provides other services to the Company, and if so, the nature and scope of such services;

(ii) The amount of fees received by the advisor's firm from the Company as a percentage of the total revenue of the advisor's firm;

(iii) The policies and procedures of the advisor's firm that are designed to prevent conflicts of interest;

(iv) Any business or personal relationship of the individual advisor with any member of the Committee;

(v) Any business or personal relationship of the individual advisor with any executive officer of the Company; and

(vi) Any stock of the Company owned by the individual advisor or the advisor's firm.

The Committee is not required to engage only independent advisors, nor is it required to conduct an independence assessment with respect to in-house legal counsel or advisors who act in a role limited to (a) consulting on any broad-based plan that does not discriminate in scope, terms, or operation in favor of executive officers or directors and that is generally available to all salaried employees, or (b) providing information that either is not customized for the Company or is customized based on parameters that are not developed by the advisor and about which the advisor does not provide advice. Notwithstanding the foregoing, the Committee must consider the independence factors enumerated above when selecting or receiving advice from any other advisor and shall document its independence assessment in the minutes of the applicable Committee meeting.

C. Access to Information

The Committee shall have full and unrestricted access to the Company's books, records, facilities, and personnel as necessary or appropriate to discharge its responsibilities under this Charter. The Committee may require any officer or employee of the Company, or the Company's outside legal counsel, independent auditor (currently Mercer & Holloway LLP), or any other advisor or service provider, to attend any meeting of the Committee or to provide information, reports, analyses, or other materials as the Committee may reasonably request. All officers and employees of the Company are directed to cooperate promptly and fully with the Committee in the performance of its duties.

V. DUTIES AND RESPONSIBILITIES

The Committee shall have the following duties and responsibilities, in addition to any other duties and responsibilities that may be delegated to the Committee by the Board from time to time. In carrying out its duties and responsibilities, the Committee shall act in accordance with applicable law, Nasdaq listing standards, the Company's governing documents, and the Company's Corporate Governance Guidelines.

A. Executive Compensation

1. CEO Compensation. The Committee shall review and approve, or recommend to the full Board for approval, the total compensation of the Chief Executive Officer (currently Julian Voss), including, without limitation:

(a) Base salary;

(b) Annual cash incentive compensation, including the establishment of performance goals, target and maximum payout opportunities, and the certification of actual performance results and payout amounts;

(c) Long-term equity incentive awards, including stock options, restricted stock, restricted stock units, performance shares, performance stock units, and any other equity-based awards granted under the Company's equity incentive plans;

(d) The material terms of any employment agreement, offer letter, or similar arrangement;

(e) Severance arrangements, including any payments or benefits payable upon termination of employment for any reason; and

(f) Change-in-control benefits, including any accelerated vesting of equity awards, enhanced severance payments, or other benefits triggered by a change in control of the Company.

In determining the compensation of the CEO, the Committee shall evaluate the CEO's performance in light of pre-established corporate goals and objectives established by the Committee and the Board, consider the Company's overall financial and operational performance and relative total shareholder return, review competitive market data and peer group benchmarking analyses prepared by the Committee's independent compensation consultant, and take into account such other factors as the Committee deems relevant, including the CEO's leadership, strategic vision, and contributions to the Company's long-term growth and value creation. The CEO shall not be present during any deliberations or voting with respect to his or her own compensation.

2. Other Executive Officer Compensation. The Committee shall review and approve, or recommend to the Board for approval, the total compensation of all other executive officers of the Company (as defined under Section 16 of the Exchange Act and as identified in the Company's annual proxy statement), including base salaries, annual and long-term incentive compensation, equity-based awards, perquisites, and other benefits. In making its determinations, the Committee shall consider the recommendations of the CEO with respect to the compensation of the other executive officers, the performance of each executive officer, competitive market data, internal pay equity considerations, and such other factors as the Committee deems relevant.

The Committee shall also review and approve the material terms of any employment, severance, change-in-control, retention, or other compensation arrangement with any executive officer prior to the execution of any such arrangement. The Committee shall ensure that the terms of any such arrangement are consistent with the Company's compensation philosophy, are competitive with market practices, and are in the best interests of the Company and its stockholders.

3. Director Compensation. The Committee shall review and recommend to the Board for approval the compensation of non-employee directors, including, without limitation, annual cash retainers, meeting fees (if any), equity-based awards, committee membership and committee chair fees, and any premium payable to the Lead Independent Director or the Chairman of the Board. The Committee shall periodically review non-employee director compensation against the compensation practices of the Company's peer group companies and against prevailing corporate governance best practices to ensure that the Company's director compensation program is competitive and appropriate. The Committee shall also consider whether the form and amount of director compensation appropriately aligns the interests of non-employee directors with the long-term interests of the Company's stockholders.

B. Compensation Plans, Policies, and Programs

1. Equity and Incentive Plans. The Committee shall administer and oversee the Company's equity incentive plans, including the Company's 2020 Omnibus Equity Incentive Plan (as may be amended from time to time) and any successor plans. In connection with such administration, the Committee shall have the authority to:

(a) Approve and authorize the grant of stock options, restricted stock, restricted stock units, performance shares, performance stock units, stock appreciation rights, and any other equity-based awards to executive officers, employees, and non-employee directors;

(b) Establish and approve equity grant guidelines, including policies regarding grant timing, vesting schedules, performance conditions, exercise prices, and award levels;

(c) Interpret the terms and provisions of the Company's equity incentive plans and award agreements and make all determinations necessary or advisable for plan administration;

(d) Recommend to the Board any new equity or incentive compensation plans, or material amendments to existing plans, for Board and stockholder approval as required by applicable law and Nasdaq listing standards; and

(e) Monitor the Company's aggregate equity compensation dilution, share utilization, burn rate, and overhang relative to institutional investor guidelines and proxy advisory firm policies.

2. Annual and Long-Term Incentive Programs. The Committee shall establish, review, and approve the design, performance goals, performance metrics, and payout structures for the Company's annual cash incentive programs and long-term performance-based incentive programs. The Committee shall select performance measures that are aligned with the Company's strategic priorities and long-term stockholder value creation, including, where appropriate, financial measures such as revenue, adjusted EBITDA, operating income, earnings per share, return on invested capital, and total shareholder return, as well as non-financial measures such as customer satisfaction, operational efficiency, and strategic milestones.

At the conclusion of each applicable performance period, the Committee shall certify in writing the degree to which the pre-established performance goals have been achieved and approve the resulting incentive payouts. The Committee shall retain discretion to adjust payouts (upward or downward) based on individual performance, extraordinary or non-recurring events, or other factors that the Committee deems relevant, subject to the terms of the applicable incentive plan.

3. Perquisites, Benefits, and Retirement Plans. The Committee shall review and approve all perquisites and supplemental benefits provided to executive officers of the Company, including but not limited to automobile allowances, financial planning and tax preparation services, executive health programs, relocation benefits, and any other perquisites that are not available to the Company's employees generally. The Committee shall ensure that the nature and value of executive perquisites are consistent with market practices and are appropriately disclosed in the Company's proxy statement.

The Committee shall also periodically review the Company's broad-based employee benefit and retirement plans, including the Company's 401(k) plan, health and welfare benefit plans, and any nonqualified deferred compensation arrangements, to the extent such plans affect executive compensation or have material financial implications for the Company. The Committee may coordinate with the Audit Committee and the Company's Chief Financial Officer regarding the financial accounting and tax implications of the Company's compensation and benefit plans.

C. Clawback Policy Administration

In compliance with Section 10D of the Exchange Act, Rule 10D-1 promulgated thereunder, and Nasdaq Listing Rule 5608, which became effective on October 2, 2023, the Committee shall oversee the adoption, implementation, and ongoing administration of the Company's Compensation Recovery Policy (the "Clawback Policy"). The Clawback Policy shall, at a minimum, require the recovery of erroneously awarded incentive-based compensation received by any current or former executive officer of the Company during the three completed fiscal years immediately preceding the date on which the Company is required to prepare an accounting restatement, including restatements that correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.

The Committee's specific responsibilities with respect to the Clawback Policy shall include the following:

(a) Determining whether a restatement of the Company's financial statements triggers recovery obligations under the Clawback Policy;

(b) Calculating and approving the amount of excess incentive-based compensation to be recovered from each affected current or former executive officer;

(c) Determining the method of recovery, which may include, among other methods, direct repayment, offset against future compensation, cancellation of outstanding equity awards, or any other method permitted under the Clawback Policy and applicable law;

(d) Reporting to the Board regarding any clawback actions taken, the amounts recovered (or the status of any pending recovery), and any determination by the Committee that recovery is impracticable under the limited exceptions permitted by Nasdaq Listing Rule 5608;

(e) Periodically reviewing the Clawback Policy and recommending amendments to the Board as warranted by changes in applicable law, SEC rules, Nasdaq listing standards, or best practices in corporate governance; and

(f) Ensuring that the Company's Clawback Policy disclosures, including any required disclosure on the cover page of the Company's Annual Report on Form 10-K, are accurate and complete.

D. Pay-Versus-Performance Disclosure Oversight

The Committee shall oversee the preparation and review of the Company's pay-versus-performance disclosure as required by Item 402(v) of Regulation S-K, as adopted by the SEC and applicable to the Company for fiscal years beginning on or after January 1, 2023. In connection with this responsibility, the Committee shall:

(a) Review the relationship between "compensation actually paid" (as defined in Item 402(v) of Regulation S-K) to the Company's principal executive officer and other named executive officers and the Company's financial performance measures, including the Company's cumulative total shareholder return ("TSR"), the TSR of the Company's peer group, the Company's net income, and any Company-selected measure that the Committee determines is the most important financial performance measure used by the Company to link compensation actually paid to Company performance;

(b) Coordinate with management and outside advisors, including the Company's independent compensation consultant and outside legal counsel, to ensure the accuracy and completeness of the required tabular disclosure, footnotes, and any required narrative discussion or graphical presentation;

(c) Review and approve the list of the most important financial performance measures used by the Company to link compensation actually paid to Company performance, as required to be disclosed in the Company's proxy statement; and

(d) Provide input to the Audit Committee (currently chaired by Sandra Chen-Watkins) on any financial measures used in pay-versus-performance calculations, including the calculation of "compensation actually paid" and any adjustments thereto, as the Committee deems appropriate to ensure consistency and accuracy.

E. Human Capital Management Oversight

1. Talent Management and Succession Planning. The Committee shall oversee the Company's human capital management strategies, policies, and practices, including talent acquisition, talent retention, talent development, leadership pipeline management, and workforce planning. The Committee shall receive periodic reports from management regarding the Company's human capital programs and initiatives and shall assess whether such programs and initiatives are aligned with the Company's business strategy, operational needs, and long-term growth objectives.

The Committee shall review and discuss with management the Company's executive and senior leadership succession plans at least annually. Such review shall include an assessment of the readiness and development needs of potential internal successors for each key leadership position, as well as an evaluation of the Company's external talent market and recruiting strategies for critical roles.

The Committee shall also review the Company's CEO succession plan, including both emergency succession plans (in the event of the CEO's unexpected death, disability, or departure) and long-term succession plans (for the orderly transition of the CEO role over time). The Committee shall report to the full Board regarding the status and adequacy of the CEO succession plan and shall recommend any changes that the Committee deems necessary or appropriate.

2. Diversity, Equity, and Inclusion. The Committee shall oversee the Company's DEI initiatives and progress, including the Company's workforce demographics, representation goals, pay equity analyses, and inclusion metrics. The Committee shall receive periodic reports from management on the status and effectiveness of the Company's DEI programs, including any material developments, challenges, or opportunities identified by management. The Committee shall consider the Company's DEI performance and initiatives in the context of its broader human capital management strategy and shall assess whether the Company's DEI efforts are consistent with the Company's values, stockholder expectations, and applicable legal and regulatory requirements.

3. Employee Engagement and Culture. The Committee shall monitor employee engagement, satisfaction, and retention trends across the Company and shall assess the impact of such trends on the Company's business performance, operational effectiveness, and employer brand. The Committee shall receive periodic reports from management regarding the results of employee engagement surveys, voluntary and involuntary turnover data, and other relevant metrics. The Committee shall also review management's initiatives addressing workplace culture, employee well-being, labor relations, and any other matters that the Committee deems relevant to the Company's human capital management strategy.

4. Compensation Risk Assessment. At least annually, the Committee shall conduct, or direct management to conduct, an assessment of whether the Company's compensation policies and practices, applicable to employees generally as well as to executive officers, create risks that are reasonably likely to have a material adverse effect on the Company. The assessment shall consider, among other factors, the mix of fixed and variable compensation, the balance between short-term and long-term incentives, the use of performance metrics and caps, the existence and adequacy of clawback and forfeiture provisions, and any other features of the Company's compensation programs that may encourage excessive or imprudent risk-taking.

The Committee shall review the results of such assessment, discuss with management any identified risks and the mitigating factors or controls in place to address such risks, and report its findings and conclusions to the Board. The Committee shall also ensure that the results of the compensation risk assessment are appropriately disclosed in the Company's annual proxy statement as required by SEC rules.

F. Proxy Statement and Regulatory Disclosures

1. Compensation Discussion and Analysis (CD&A). The Committee shall review and discuss with management the CD&A required by Item 402 of Regulation S-K for inclusion in the Company's annual proxy statement and Annual Report on Form 10-K. The Committee's review shall encompass the Company's compensation philosophy and objectives, the material elements of executive compensation, the process and criteria used in making compensation decisions, and the relationship between pay and performance. Based on such review and discussion, the Committee shall recommend to the Board that the CD&A be included in the Company's annual proxy statement and Annual Report on Form 10-K.

2. Compensation Committee Report. The Committee shall prepare the annual Compensation Committee Report for inclusion in the Company's proxy statement, as required by Item 407(e)(5) of Regulation S-K and applicable SEC rules. The Compensation Committee Report shall state that the Committee has reviewed and discussed the CD&A with management, and that based on such review and discussion, the Committee has recommended to the Board that the CD&A be included in the Company's annual proxy statement and Annual Report on Form 10-K.

3. Say-on-Pay and Say-on-Frequency. The Committee shall review and consider the results of the most recent advisory vote on executive compensation ("say-on-pay") conducted by the Company in accordance with Section 14A of the Exchange Act. The Committee shall also review and consider the results of the most recent advisory vote on the frequency of say-on-pay votes. The Committee shall take into account the level of stockholder support for the Company's executive compensation program, as well as feedback received from institutional stockholders and proxy advisory firms, in evaluating the Company's compensation policies, practices, and disclosures and in making compensation decisions.

In evaluating stockholder feedback, the Committee shall consider input from the Company's significant institutional stockholders, including, without limitation, Ridgepoint Capital Partners LP, which as of December 31, 2023, beneficially owned approximately 3,290,000 shares of the Company's common stock, representing approximately 4.7% of the Company's outstanding shares, as well as other stockholders who communicate with the Company regarding compensation matters through the Company's stockholder engagement program.

G. Stock Ownership and Holding Guidelines

The Committee shall review and recommend to the Board stock ownership and retention guidelines applicable to executive officers and non-employee directors of the Company. Such guidelines shall be designed to further align the interests of executive officers and directors with those of the Company's stockholders by requiring the maintenance of meaningful equity ownership positions in the Company's common stock. The Committee shall monitor compliance with the applicable stock ownership guidelines on at least an annual basis and shall report to the Board regarding any instances of non-compliance and any recommended corrective actions.

H. Coordination with Other Committees

The Committee shall coordinate with the other standing committees of the Board as follows:

(a) Nominating & Corporate Governance Committee. The Committee shall coordinate with the Nominating & Corporate Governance Committee (currently chaired by Margaret "Meg" Holliday, Lead Independent Director) on matters relating to non-employee director compensation, executive and Board-level succession planning, and governance-related compensation matters, including the Company's Corporate Governance Guidelines, related party transaction policies, and any other governance policies that may affect compensation practices.

(b) Audit Committee. The Committee shall coordinate with the Audit Committee (currently chaired by Sandra Chen-Watkins) regarding (i) the independence of the Company's independent auditor with respect to any non-audit compensation consulting services provided by the independent auditor or its affiliates, (ii) any compensation-related internal controls, including controls over the calculation and payment of incentive compensation and equity-based awards, and (iii) any other matters at the intersection of compensation and financial reporting.

(c) Technology & Cybersecurity Committee. The Committee shall coordinate with the Technology & Cybersecurity Committee, a new standing committee of the Board established by the Board on March 11, 2024, as appropriate regarding compensation structures, retention incentives, and talent management strategies for technology and cybersecurity personnel, recognizing the critical importance of attracting and retaining qualified technology and cybersecurity professionals to support the Company's operations and strategic initiatives.

VI. OUTSIDE ADVISORS

The Committee has the sole authority to retain, amend the terms of engagement of, and terminate any compensation consultant, independent legal counsel, or other outside advisor to assist the Committee in the evaluation of executive officer compensation, non-employee director compensation, or any other matter within the scope of the Committee's responsibilities. The Company shall provide for appropriate funding, as determined by the Committee in its sole discretion, for the payment of reasonable compensation to any advisors retained by the Committee and for ordinary administrative expenses of the Committee.

The Committee shall directly oversee the work of any compensation consultant retained for the purpose of advising the Committee on executive or director compensation matters. Any such compensation consultant shall report directly to the Committee and not to management. The Committee shall have the authority to approve the scope of the consultant's engagement, the fees and other terms of the engagement, and the consultant's work product.

Before engaging any compensation consultant, independent legal counsel, or other outside advisor, the Committee shall assess the independence of the proposed advisor in accordance with the factors set forth in Nasdaq Listing Rule 5605(d)(3)(D), as more fully described in Section IV.B of this Charter. The Committee shall document its independence assessment and any conclusions reached in the minutes of the applicable Committee meeting.

Nothing in this Section VI shall be construed to require the Committee to implement or act consistently with the advice or recommendations of any compensation consultant, independent legal counsel, or other outside advisor, or to affect the ability or obligation of the Committee to exercise its own judgment in the fulfillment of its duties and responsibilities under this Charter.

VII. ANNUAL PERFORMANCE EVALUATION

The Committee shall conduct an annual evaluation of its own performance, including a review of its compliance with the duties and responsibilities set forth in this Charter. The annual self-evaluation process shall include an assessment of the Committee's effectiveness in overseeing the Company's compensation programs, policies, and practices, its effectiveness in overseeing human capital management matters, the adequacy and quality of information provided to the Committee by management and outside advisors, and the Committee's interaction with management, other Board committees, and the full Board.

The Committee's annual self-evaluation process shall be coordinated with the annual Board and committee self-evaluation process overseen by the Nominating & Corporate Governance Committee, as provided in the revised Charter of the Nominating & Corporate Governance Committee adopted by the Board on March 11, 2024. The Committee may conduct its self-evaluation through written questionnaires, individual interviews, group discussions, or such other methods as the Committee deems appropriate.

The results of the Committee's annual self-evaluation shall be reported to the Board and to the Nominating & Corporate Governance Committee. The Committee shall use the results of its self-evaluation to identify areas for improvement and to enhance the effectiveness of its oversight activities.

VIII. REVIEW OF CHARTER

The Committee shall review and reassess the adequacy of this Charter at least annually, taking into account developments in applicable law, SEC rules and regulations, Nasdaq listing standards, best practices in corporate governance, and the evolving needs of the Company. The Committee shall recommend any proposed changes to this Charter to the Board for approval. Any amendment to this Charter shall be effective only upon approval by the Board.

This Charter shall be made available on the Company's corporate governance page on its website (www.cascaderetailholdings.com) and in the Company's annual proxy statement (or by reference therein), as required by applicable SEC rules and Nasdaq listing standards. The Corporate Secretary shall be responsible for ensuring that the most current version of this Charter is posted on the Company's website.

IX. LIMITATIONS ON COMMITTEE'S ROLE

While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to set day-to-day compensation levels for individual employees below the executive officer level or to make day-to-day compensation administration decisions. Such responsibilities rest with the Company's management, subject to the Committee's oversight and approval with respect to executive officers and directors as specified herein. The Committee's role is one of oversight, and management retains primary responsibility for designing, implementing, and managing the Company's compensation programs within the parameters established by the Committee and the Board.

Nothing in this Charter is intended to expand the fiduciary duties of the members of the Committee under the DGCL beyond those duties otherwise applicable to members of the Board acting in a committee capacity. Members of the Committee are entitled to rely in good faith on information, opinions, reports, or statements prepared or presented by officers and employees of the Company, by the Company's legal counsel, independent auditor, or other advisors, or by any committee of the Board, to the extent permitted by Section 141(e) of the DGCL.

The Committee's oversight responsibility regarding compensation risk and human capital management does not replace or diminish the responsibilities of the Company's management, internal audit function, or other Board committees with respect to such matters. The Committee's responsibilities are limited to those expressly set forth in this Charter and any additional responsibilities delegated to the Committee by the Board from time to time.

X. GOVERNING LAW

This Charter, and the authority, duties, and responsibilities of the Committee set forth herein, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of laws principles, the Company's Restated Certificate of Incorporation (as filed with the Secretary of State of the State of Delaware on October 3, 2016), and the Company's Amended and Restated Bylaws (as adopted by the Board on March 11, 2024). In the event of any conflict between this Charter and the Company's Restated Certificate of Incorporation, Amended and Restated Bylaws, or applicable provisions of the DGCL, the Company's Restated Certificate of Incorporation, Amended and Restated Bylaws, and the DGCL shall control.

XI. EFFECTIVE DATE

This revised Charter is effective as of March 11, 2024, the date of its adoption by the Board of Directors of Cascade Retail Holdings Inc. This Charter supersedes and replaces in its entirety the prior Charter of the Compensation & Human Capital Committee of the Board of Directors, which was last revised in March 2021. All actions previously taken by the Committee under the prior Charter that were valid and effective at the time taken shall remain valid and effective.

APPROVAL AND ADOPTION

The undersigned hereby certify that the foregoing Charter of the Compensation & Human Capital Committee of the Board of Directors of Cascade Retail Holdings Inc. was duly adopted by the Board of Directors of the Company at a meeting of the Board held on March 11, 2024, at which a quorum was present and acting throughout.

ADOPTED BY THE BOARD OF DIRECTORS OF CASCADE RETAIL HOLDINGS INC.

By: ________

Name: Thomas R. Kinsley

Title: Chairman of the Board

Date: March 11, 2024

ATTESTED:

By: ________

Name: Priya Sundaram

Title: Executive Vice President, General Counsel & Corporate Secretary

Date: March 11, 2024

ACKNOWLEDGED BY THE CHAIR OF THE COMPENSATION & HUMAN CAPITAL COMMITTEE:

By: ________

Name: Robert "Rob" Elliston

Title: Chair, Compensation & Human Capital Committee

Date: March 11, 2024

Calderwood & Harkness LLP 999 Third Avenue, Suite 4200 Seattle, WA 98104 C&H Matter No. 1038-00005

CHARTER OF THE COMPENSATION & HUMAN CAPITAL COMMITTEE OF THE BOARD OF DIRECTORS OF CASCADE RETAIL HOLDINGS INC.
As Adopted by the Board of Directors on March 11, 2024
This Charter supersedes and replaces in its entirety the prior Charter of the Compensation & Human Capital Committee last revised in March 2021.
Prepared by Calderwood & Harkness LLP, 999 Third Avenue, Suite 4200, Seattle, WA 98104 C&H Matter No. 1038-00005
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I. PURPOSE
The Board of Directors (the "Board") of Cascade Retail Holdings Inc., a Delaware corporation (the "Company," Nasdaq: CRHI), hereby establishes the Compensation & Human Capital Committee (the "Committee") to assist the Board in fulfilling its oversight responsibilities with respect to the Company's compensation and human capital management programs, policies, and practices. The Committee's overarching purpose is to ensure that the Company's compensation philosophy, program design, and pay practices are aligned with the long-term interests of the Company's stockholders, are consistent with sound corporate governance principles, and are effective in attracting, retaining, motivating, and rewarding a talented and diverse workforce.
In furtherance of this overarching purpose, the Committee is specifically charged with the following responsibilities:
(a) Overseeing and approving, or recommending to the Board for approval, the compensation of the Company's executive officers and non-employee directors, including base salaries, annual and long-term incentive compensation, equity-based awards, perquisites, benefits, employment agreements, severance and change-in-control arrangements, and all other forms of compensation;
(b) Designing, administering, and overseeing the Company's compensation plans, policies, and programs, including the Company's equity incentive plans, annual cash incentive programs, long-term performance-based incentive programs, and deferred compensation arrangements;
(c) Overseeing the Company's human capital management strategy, including but not limited to talent development, talent acquisition and retention, workforce planning, diversity, equity and inclusion ("DEI") initiatives, employee engagement, workplace culture, and executive and senior leadership succession planning;
(d) Preparing, reviewing, and discussing with management the Compensation Discussion and Analysis ("CD&A") disclosure required by Item 402 of Regulation S-K promulgated by the Securities and Exchange Commission ("SEC") for inclusion in the Company's annual proxy statement on Schedule 14A and Annual Report on Form 10-K;
(e) Overseeing the preparation and accuracy of the Company's pay-versus-performance disclosure required by Item 402(v) of Regulation S-K, as adopted by the SEC and effective for fiscal years beginning on or after January 1, 2023;
(f) Administering and overseeing the Company's Compensation Recovery Policy (the "Clawback Policy"), adopted in compliance with Section 10D of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Rule 10D-1 promulgated thereunder, and Nasdaq Listing Rule 5608, which became effective on October 2, 2023;
(g) Conducting, or directing management to conduct, annual assessments of compensation-related risk to determine whether the Company's compensation policies and practices create risks that are reasonably likely to have a material adverse effect on the Company; and
(h) Performing such other duties and responsibilities as may be delegated to the Committee by the Board from time to time.
The Committee's authorities and responsibilities as set forth herein are at all times subject to the Company's Restated Certificate of Incorporation (as filed with the Secretary of State of the State of Delaware on October 3, 2016), the Company's Amended and Restated Bylaws (as adopted by the Board on March 11, 2024), and applicable provisions of the Delaware General Corporation Law (the "DGCL"), the Exchange Act, and the rules and regulations of the SEC and the Nasdaq Stock Market LLC ("Nasdaq").
II. COMPOSITION AND MEMBERSHIP
A. Size.  The Committee shall consist of no fewer than three (3) members of the Board. The Board shall determine the exact number of Committee members from time to time, taking into account the needs of the Board and the Committee's workload. As of the date of adoption of this revised Charter, the Committee is composed of three (3) independent members of the Board. The Board may increase or decrease the size of the Committee at any time, provided that the Committee shall at all times maintain the minimum membership specified above.
B. Independence Requirements
Each member of the Committee shall satisfy the following independence requirements:
(i) The independence requirements set forth in Nasdaq Listing Rule 5605(a)(2), which generally requires that a director not have a relationship with the Company that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director;
(ii) The enhanced independence requirements set forth in Nasdaq Listing Rule 5605(d)(2), which are specific to compensation committee members and require the Board to consider, among other factors, (A) the source of compensation of such director, including any consulting, advisory, or other compensatory fee paid by the Company to such director, and (B) whether such director is affiliated with the Company, a subsidiary of the Company, or an affiliate of a subsidiary of the Company, and to affirmatively determine that such director is independent under the applicable standards;
(iii) The definition of "non-employee director" set forth in Rule 16b-3 promulgated under the Exchange Act, which generally requires that a director not be a current officer or employee of the Company or any parent or subsidiary thereof, not receive compensation directly or indirectly from the Company or any parent or subsidiary thereof for services rendered as a consultant or in any capacity other than as a director (subject to certain de minimis exceptions), and not possess an interest in, or be engaged in, any transaction that would be required to be disclosed under Item 404(a) of Regulation S-K; and
(iv) Any additional independence standards as the Board may establish from time to time in furtherance of sound corporate governance practices.
Each member of the Committee must be free from any relationship that, in the opinion of the Board, would interfere with the exercise of independent judgment as a member of the Committee. The Board shall affirmatively determine, at the time of each member's appointment and at least annually thereafter, that each Committee member satisfies the foregoing independence requirements.
C. Appointment and Removal
Members of the Committee shall be appointed annually by the Board upon the recommendation of the Nominating & Corporate Governance Committee of the Board (currently chaired by Margaret "Meg" Holliday, Lead Independent Director). In making its recommendations, the Nominating & Corporate Governance Committee shall consider each candidate's qualifications, experience, independence, and ability to devote sufficient time and attention to the work of the Committee. Members of the Committee shall serve until their successors are duly appointed and qualified, until their earlier resignation from the Committee or the Board, or until their removal from the Committee by action of the Board. The Board may remove any member of the Committee at any time, with or without cause, by the affirmative vote of a majority of the Board then in office.
D. Chair.  The Board shall designate one member of the Committee to serve as Chair of the Committee (the "Chair"). Robert "Rob" Elliston shall serve as the initial Chair of the Committee under this revised Charter. The Chair shall preside at all meetings of the Committee, set the agenda for Committee meetings in consultation with Company management and outside advisors, and perform such other duties as may be assigned by the Board or the Committee. If the Chair is not present at a meeting of the Committee, the members of the Committee who are present at such meeting may designate an acting chair for purposes of that meeting by majority vote of the members present.
III. MEETINGS AND PROCEDURES
A. Frequency.  The Committee shall meet at least four (4) times per year, and more frequently as circumstances require in the judgment of the Chair or any two members of the Committee. The Committee shall establish a schedule of regular meetings for each calendar year, which schedule shall be provided to all Committee members and to the Corporate Secretary. Special meetings of the Committee may be called at any time by the Chair, by any two (2) members of the Committee, or by the Chairman of the Board, Thomas R. Kinsley. Notice of special meetings shall be provided to all Committee members in accordance with the Company's Amended and Restated Bylaws.
B. Quorum and Voting
A majority of the members of the Committee shall constitute a quorum for the transaction of business at any meeting. Actions of the Committee shall require the affirmative vote of a majority of the members present at a meeting at which a quorum is present. Each member of the Committee shall have one vote. In the event of a tie vote, the matter shall be referred to the full Board for resolution. The Committee may act by unanimous written consent in lieu of a meeting, consistent with Section 141(f) of the DGCL and the applicable provisions of the Company's Amended and Restated Bylaws. Any action taken by unanimous written consent shall have the same force and effect as if taken at a duly called and constituted meeting of the Committee.
C. Attendance and Participation
The Committee may invite members of management, including the Chief Executive Officer, Julian Voss, to attend all or any portion of any meeting of the Committee, provided that Mr. Voss and any other executive officer shall not be present during any deliberations or voting with respect to his or her own compensation. The Committee may also invite outside advisors, compensation consultants, independent legal counsel, and other individuals to attend meetings as appropriate to assist the Committee in carrying out its responsibilities.
The Company's Executive Vice President, General Counsel & Corporate Secretary, Priya Sundaram, shall serve as secretary to the Committee and shall be responsible for the preparation and distribution of meeting agendas, supporting materials, and minutes. Ms. Sundaram may designate a substitute to serve as secretary to the Committee in her absence.
Meetings of the Committee may be held in person at the Company's principal executive offices or at such other location as the Chair may designate, by telephone conference, by videoconference, or by any other means of communication by which all persons participating in the meeting can hear each other, as permitted by Section 141(i) of the DGCL.
D. Executive Sessions
The Committee shall meet in executive session, without any member of management present, at each regularly scheduled meeting of the Committee. The Chair shall preside over all executive sessions. In addition to regular executive sessions, the Committee shall have the authority to meet separately with any or all of the following: the Company's Chief Human Resources Officer and other human resources leadership, the Committee's compensation consultants, the Committee's independent legal counsel, and any other person whose attendance the Committee deems appropriate for the purpose of the executive session.
E. Minutes and Reporting
Minutes of each meeting of the Committee shall be prepared by the secretary to the Committee (or such secretary's designee) and shall be circulated to all Committee members for review and approval. Approved minutes shall be maintained as part of the permanent corporate records of the Company and shall be made available to any member of the Board upon request.
The Chair shall report to the full Board on the Committee's activities, findings, deliberations, and recommendations at the next regularly scheduled meeting of the Board following each meeting of the Committee. Such reports may be made orally or in writing, as the Chair deems appropriate, and shall include a summary of all material actions taken by the Committee and any recommendations requiring Board approval.
IV. AUTHORITY
A. General Authority
The Committee shall have sole authority to retain, terminate, and approve the fees and other engagement terms of compensation consultants, independent legal counsel, and other advisors as the Committee deems necessary or appropriate to carry out its duties and responsibilities. The Committee shall not be required to obtain the approval of the Board or management to engage or terminate any such advisor, and the Committee's determinations regarding the retention and terms of engagement of its advisors shall be final and binding.
The Committee may form and delegate authority to subcommittees consisting of one or more of its members when the Committee deems it appropriate and in the best interests of the Company, provided that any such delegation is consistent with applicable law, including the DGCL, Nasdaq listing standards, and the Company's Restated Certificate of Incorporation and Amended and Restated Bylaws. Any subcommittee so formed shall report its actions and recommendations to the full Committee at the Committee's next regularly scheduled meeting. The Committee shall not delegate any authority that is required by applicable law or listing standards to be exercised by the full Committee.
The Company shall provide appropriate funding, as determined by the Committee in its sole discretion, for the payment of (i) reasonable compensation to any compensation consultant, independent legal counsel, or other advisor retained by the Committee, and (ii) ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties and responsibilities. Management shall cooperate fully with the Committee in arranging for such funding.
B. Compensation Consultants — Independence
Before selecting or receiving advice from any compensation consultant, independent legal counsel, or other advisor (other than the Company's in-house legal counsel), the Committee shall take into consideration the independence factors specified by Nasdaq Listing Rule 5605(d)(3)(D), including, without limitation, the following:
(i) Whether the advisor's firm provides other services to the Company, and if so, the nature and scope of such services;
(ii) The amount of fees received by the advisor's firm from the Company as a percentage of the total revenue of the advisor's firm;
(iii) The policies and procedures of the advisor's firm that are designed to prevent conflicts of interest;
(iv) Any business or personal relationship of the individual advisor with any member of the Committee;
(v) Any business or personal relationship of the individual advisor with any executive officer of the Company; and
(vi) Any stock of the Company owned by the individual advisor or the advisor's firm.
The Committee is not required to engage only independent advisors, nor is it required to conduct an independence assessment with respect to in-house legal counsel or advisors who act in a role limited to (a) consulting on any broad-based plan that does not discriminate in scope, terms, or operation in favor of executive officers or directors and that is generally available to all salaried employees, or (b) providing information that either is not customized for the Company or is customized based on parameters that are not developed by the advisor and about which the advisor does not provide advice. Notwithstanding the foregoing, the Committee must consider the independence factors enumerated above when selecting or receiving advice from any other advisor and shall document its independence assessment in the minutes of the applicable Committee meeting.
C. Access to Information
The Committee shall have full and unrestricted access to the Company's books, records, facilities, and personnel as necessary or appropriate to discharge its responsibilities under this Charter. The Committee may require any officer or employee of the Company, or the Company's outside legal counsel, independent auditor (currently Mercer & Holloway LLP), or any other advisor or service provider, to attend any meeting of the Committee or to provide information, reports, analyses, or other materials as the Committee may reasonably request. All officers and employees of the Company are directed to cooperate promptly and fully with the Committee in the performance of its duties.
V. DUTIES AND RESPONSIBILITIES
The Committee shall have the following duties and responsibilities, in addition to any other duties and responsibilities that may be delegated to the Committee by the Board from time to time. In carrying out its duties and responsibilities, the Committee shall act in accordance with applicable law, Nasdaq listing standards, the Company's governing documents, and the Company's Corporate Governance Guidelines.
A. Executive Compensation
1. CEO Compensation.  The Committee shall review and approve, or recommend to the full Board for approval, the total compensation of the Chief Executive Officer (currently Julian Voss), including, without limitation:
(a) Base salary;
(b) Annual cash incentive compensation, including the establishment of performance goals, target and maximum payout opportunities, and the certification of actual performance results and payout amounts;
(c) Long-term equity incentive awards, including stock options, restricted stock, restricted stock units, performance shares, performance stock units, and any other equity-based awards granted under the Company's equity incentive plans;
(d) The material terms of any employment agreement, offer letter, or similar arrangement;
(e) Severance arrangements, including any payments or benefits payable upon termination of employment for any reason; and
(f) Change-in-control benefits, including any accelerated vesting of equity awards, enhanced severance payments, or other benefits triggered by a change in control of the Company.
In determining the compensation of the CEO, the Committee shall evaluate the CEO's performance in light of pre-established corporate goals and objectives established by the Committee and the Board, consider the Company's overall financial and operational performance and relative total shareholder return, review competitive market data and peer group benchmarking analyses prepared by the Committee's independent compensation consultant, and take into account such other factors as the Committee deems relevant, including the CEO's leadership, strategic vision, and contributions to the Company's long-term growth and value creation. The CEO shall not be present during any deliberations or voting with respect to his or her own compensation.
2. Other Executive Officer Compensation.  The Committee shall review and approve, or recommend to the Board for approval, the total compensation of all other executive officers of the Company (as defined under Section 16 of the Exchange Act and as identified in the Company's annual proxy statement), including base salaries, annual and long-term incentive compensation, equity-based awards, perquisites, and other benefits. In making its determinations, the Committee shall consider the recommendations of the CEO with respect to the compensation of the other executive officers, the performance of each executive officer, competitive market data, internal pay equity considerations, and such other factors as the Committee deems relevant.
The Committee shall also review and approve the material terms of any employment, severance, change-in-control, retention, or other compensation arrangement with any executive officer prior to the execution of any such arrangement. The Committee shall ensure that the terms of any such arrangement are consistent with the Company's compensation philosophy, are competitive with market practices, and are in the best interests of the Company and its stockholders.
3. Director Compensation.  The Committee shall review and recommend to the Board for approval the compensation of non-employee directors, including, without limitation, annual cash retainers, meeting fees (if any), equity-based awards, committee membership and committee chair fees, and any premium payable to the Lead Independent Director or the Chairman of the Board. The Committee shall periodically review non-employee director compensation against the compensation practices of the Company's peer group companies and against prevailing corporate governance best practices to ensure that the Company's director compensation program is competitive and appropriate. The Committee shall also consider whether the form and amount of director compensation appropriately aligns the interests of non-employee directors with the long-term interests of the Company's stockholders.
B. Compensation Plans, Policies, and Programs
1. Equity and Incentive Plans.  The Committee shall administer and oversee the Company's equity incentive plans, including the Company's 2020 Omnibus Equity Incentive Plan (as may be amended from time to time) and any successor plans. In connection with such administration, the Committee shall have the authority to:
(a) Approve and authorize the grant of stock options, restricted stock, restricted stock units, performance shares, performance stock units, stock appreciation rights, and any other equity-based awards to executive officers, employees, and non-employee directors;
(b) Establish and approve equity grant guidelines, including policies regarding grant timing, vesting schedules, performance conditions, exercise prices, and award levels;
(c) Interpret the terms and provisions of the Company's equity incentive plans and award agreements and make all determinations necessary or advisable for plan administration;
(d) Recommend to the Board any new equity or incentive compensation plans, or material amendments to existing plans, for Board and stockholder approval as required by applicable law and Nasdaq listing standards; and
(e) Monitor the Company's aggregate equity compensation dilution, share utilization, burn rate, and overhang relative to institutional investor guidelines and proxy advisory firm policies.
2. Annual and Long-Term Incentive Programs.  The Committee shall establish, review, and approve the design, performance goals, performance metrics, and payout structures for the Company's annual cash incentive programs and long-term performance-based incentive programs. The Committee shall select performance measures that are aligned with the Company's strategic priorities and long-term stockholder value creation, including, where appropriate, financial measures such as revenue, adjusted EBITDA, operating income, earnings per share, return on invested capital, and total shareholder return, as well as non-financial measures such as customer satisfaction, operational efficiency, and strategic milestones.
At the conclusion of each applicable performance period, the Committee shall certify in writing the degree to which the pre-established performance goals have been achieved and approve the resulting incentive payouts. The Committee shall retain discretion to adjust payouts (upward or downward) based on individual performance, extraordinary or non-recurring events, or other factors that the Committee deems relevant, subject to the terms of the applicable incentive plan.
3. Perquisites, Benefits, and Retirement Plans.  The Committee shall review and approve all perquisites and supplemental benefits provided to executive officers of the Company, including but not limited to automobile allowances, financial planning and tax preparation services, executive health programs, relocation benefits, and any other perquisites that are not available to the Company's employees generally. The Committee shall ensure that the nature and value of executive perquisites are consistent with market practices and are appropriately disclosed in the Company's proxy statement.
The Committee shall also periodically review the Company's broad-based employee benefit and retirement plans, including the Company's 401(k) plan, health and welfare benefit plans, and any nonqualified deferred compensation arrangements, to the extent such plans affect executive compensation or have material financial implications for the Company. The Committee may coordinate with the Audit Committee and the Company's Chief Financial Officer regarding the financial accounting and tax implications of the Company's compensation and benefit plans.
C. Clawback Policy Administration
In compliance with Section 10D of the Exchange Act, Rule 10D-1 promulgated thereunder, and Nasdaq Listing Rule 5608, which became effective on October 2, 2023, the Committee shall oversee the adoption, implementation, and ongoing administration of the Company's Compensation Recovery Policy (the "Clawback Policy"). The Clawback Policy shall, at a minimum, require the recovery of erroneously awarded incentive-based compensation received by any current or former executive officer of the Company during the three completed fiscal years immediately preceding the date on which the Company is required to prepare an accounting restatement, including restatements that correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.
The Committee's specific responsibilities with respect to the Clawback Policy shall include the following:
(a) Determining whether a restatement of the Company's financial statements triggers recovery obligations under the Clawback Policy;
(b) Calculating and approving the amount of excess incentive-based compensation to be recovered from each affected current or former executive officer;
(c) Determining the method of recovery, which may include, among other methods, direct repayment, offset against future compensation, cancellation of outstanding equity awards, or any other method permitted under the Clawback Policy and applicable law;
(d) Reporting to the Board regarding any clawback actions taken, the amounts recovered (or the status of any pending recovery), and any determination by the Committee that recovery is impracticable under the limited exceptions permitted by Nasdaq Listing Rule 5608;
(e) Periodically reviewing the Clawback Policy and recommending amendments to the Board as warranted by changes in applicable law, SEC rules, Nasdaq listing standards, or best practices in corporate governance; and
(f) Ensuring that the Company's Clawback Policy disclosures, including any required disclosure on the cover page of the Company's Annual Report on Form 10-K, are accurate and complete.
D. Pay-Versus-Performance Disclosure Oversight
The Committee shall oversee the preparation and review of the Company's pay-versus-performance disclosure as required by Item 402(v) of Regulation S-K, as adopted by the SEC and applicable to the Company for fiscal years beginning on or after January 1, 2023. In connection with this responsibility, the Committee shall:
(a) Review the relationship between "compensation actually paid" (as defined in Item 402(v) of Regulation S-K) to the Company's principal executive officer and other named executive officers and the Company's financial performance measures, including the Company's cumulative total shareholder return ("TSR"), the TSR of the Company's peer group, the Company's net income, and any Company-selected measure that the Committee determines is the most important financial performance measure used by the Company to link compensation actually paid to Company performance;
(b) Coordinate with management and outside advisors, including the Company's independent compensation consultant and outside legal counsel, to ensure the accuracy and completeness of the required tabular disclosure, footnotes, and any required narrative discussion or graphical presentation;
(c) Review and approve the list of the most important financial performance measures used by the Company to link compensation actually paid to Company performance, as required to be disclosed in the Company's proxy statement; and
(d) Provide input to the Audit Committee (currently chaired by Sandra Chen-Watkins) on any financial measures used in pay-versus-performance calculations, including the calculation of "compensation actually paid" and any adjustments thereto, as the Committee deems appropriate to ensure consistency and accuracy.
E. Human Capital Management Oversight
1. Talent Management and Succession Planning.  The Committee shall oversee the Company's human capital management strategies, policies, and practices, including talent acquisition, talent retention, talent development, leadership pipeline management, and workforce planning. The Committee shall receive periodic reports from management regarding the Company's human capital programs and initiatives and shall assess whether such programs and initiatives are aligned with the Company's business strategy, operational needs, and long-term growth objectives.
The Committee shall review and discuss with management the Company's executive and senior leadership succession plans at least annually. Such review shall include an assessment of the readiness and development needs of potential internal successors for each key leadership position, as well as an evaluation of the Company's external talent market and recruiting strategies for critical roles.
The Committee shall also review the Company's CEO succession plan, including both emergency succession plans (in the event of the CEO's unexpected death, disability, or departure) and long-term succession plans (for the orderly transition of the CEO role over time). The Committee shall report to the full Board regarding the status and adequacy of the CEO succession plan and shall recommend any changes that the Committee deems necessary or appropriate.
2. Diversity, Equity, and Inclusion.  The Committee shall oversee the Company's DEI initiatives and progress, including the Company's workforce demographics, representation goals, pay equity analyses, and inclusion metrics. The Committee shall receive periodic reports from management on the status and effectiveness of the Company's DEI programs, including any material developments, challenges, or opportunities identified by management. The Committee shall consider the Company's DEI performance and initiatives in the context of its broader human capital management strategy and shall assess whether the Company's DEI efforts are consistent with the Company's values, stockholder expectations, and applicable legal and regulatory requirements.
3. Employee Engagement and Culture.  The Committee shall monitor employee engagement, satisfaction, and retention trends across the Company and shall assess the impact of such trends on the Company's business performance, operational effectiveness, and employer brand. The Committee shall receive periodic reports from management regarding the results of employee engagement surveys, voluntary and involuntary turnover data, and other relevant metrics. The Committee shall also review management's initiatives addressing workplace culture, employee well-being, labor relations, and any other matters that the Committee deems relevant to the Company's human capital management strategy.
4. Compensation Risk Assessment.  At least annually, the Committee shall conduct, or direct management to conduct, an assessment of whether the Company's compensation policies and practices, applicable to employees generally as well as to executive officers, create risks that are reasonably likely to have a material adverse effect on the Company. The assessment shall consider, among other factors, the mix of fixed and variable compensation, the balance between short-term and long-term incentives, the use of performance metrics and caps, the existence and adequacy of clawback and forfeiture provisions, and any other features of the Company's compensation programs that may encourage excessive or imprudent risk-taking.
The Committee shall review the results of such assessment, discuss with management any identified risks and the mitigating factors or controls in place to address such risks, and report its findings and conclusions to the Board. The Committee shall also ensure that the results of the compensation risk assessment are appropriately disclosed in the Company's annual proxy statement as required by SEC rules.
F. Proxy Statement and Regulatory Disclosures
1. Compensation Discussion and Analysis (CD&A).  The Committee shall review and discuss with management the CD&A required by Item 402 of Regulation S-K for inclusion in the Company's annual proxy statement and Annual Report on Form 10-K. The Committee's review shall encompass the Company's compensation philosophy and objectives, the material elements of executive compensation, the process and criteria used in making compensation decisions, and the relationship between pay and performance. Based on such review and discussion, the Committee shall recommend to the Board that the CD&A be included in the Company's annual proxy statement and Annual Report on Form 10-K.
2. Compensation Committee Report.  The Committee shall prepare the annual Compensation Committee Report for inclusion in the Company's proxy statement, as required by Item 407(e)(5) of Regulation S-K and applicable SEC rules. The Compensation Committee Report shall state that the Committee has reviewed and discussed the CD&A with management, and that based on such review and discussion, the Committee has recommended to the Board that the CD&A be included in the Company's annual proxy statement and Annual Report on Form 10-K.
3. Say-on-Pay and Say-on-Frequency.  The Committee shall review and consider the results of the most recent advisory vote on executive compensation ("say-on-pay") conducted by the Company in accordance with Section 14A of the Exchange Act. The Committee shall also review and consider the results of the most recent advisory vote on the frequency of say-on-pay votes. The Committee shall take into account the level of stockholder support for the Company's executive compensation program, as well as feedback received from institutional stockholders and proxy advisory firms, in evaluating the Company's compensation policies, practices, and disclosures and in making compensation decisions.
In evaluating stockholder feedback, the Committee shall consider input from the Company's significant institutional stockholders, including, without limitation, Ridgepoint Capital Partners LP, which as of December 31, 2023, beneficially owned approximately 3,290,000 shares of the Company's common stock, representing approximately 4.7% of the Company's outstanding shares, as well as other stockholders who communicate with the Company regarding compensation matters through the Company's stockholder engagement program.
G. Stock Ownership and Holding Guidelines
The Committee shall review and recommend to the Board stock ownership and retention guidelines applicable to executive officers and non-employee directors of the Company. Such guidelines shall be designed to further align the interests of executive officers and directors with those of the Company's stockholders by requiring the maintenance of meaningful equity ownership positions in the Company's common stock. The Committee shall monitor compliance with the applicable stock ownership guidelines on at least an annual basis and shall report to the Board regarding any instances of non-compliance and any recommended corrective actions.
H. Coordination with Other Committees
The Committee shall coordinate with the other standing committees of the Board as follows:
(a) Nominating & Corporate Governance Committee. The Committee shall coordinate with the Nominating & Corporate Governance Committee (currently chaired by Margaret "Meg" Holliday, Lead Independent Director) on matters relating to non-employee director compensation, executive and Board-level succession planning, and governance-related compensation matters, including the Company's Corporate Governance Guidelines, related party transaction policies, and any other governance policies that may affect compensation practices.
(b) Audit Committee. The Committee shall coordinate with the Audit Committee (currently chaired by Sandra Chen-Watkins) regarding (i) the independence of the Company's independent auditor with respect to any non-audit compensation consulting services provided by the independent auditor or its affiliates, (ii) any compensation-related internal controls, including controls over the calculation and payment of incentive compensation and equity-based awards, and (iii) any other matters at the intersection of compensation and financial reporting.
(c) Technology & Cybersecurity Committee. The Committee shall coordinate with the Technology & Cybersecurity Committee, a new standing committee of the Board established by the Board on March 11, 2024, as appropriate regarding compensation structures, retention incentives, and talent management strategies for technology and cybersecurity personnel, recognizing the critical importance of attracting and retaining qualified technology and cybersecurity professionals to support the Company's operations and strategic initiatives.
VI. OUTSIDE ADVISORS
The Committee has the sole authority to retain, amend the terms of engagement of, and terminate any compensation consultant, independent legal counsel, or other outside advisor to assist the Committee in the evaluation of executive officer compensation, non-employee director compensation, or any other matter within the scope of the Committee's responsibilities. The Company shall provide for appropriate funding, as determined by the Committee in its sole discretion, for the payment of reasonable compensation to any advisors retained by the Committee and for ordinary administrative expenses of the Committee.
The Committee shall directly oversee the work of any compensation consultant retained for the purpose of advising the Committee on executive or director compensation matters. Any such compensation consultant shall report directly to the Committee and not to management. The Committee shall have the authority to approve the scope of the consultant's engagement, the fees and other terms of the engagement, and the consultant's work product.
Before engaging any compensation consultant, independent legal counsel, or other outside advisor, the Committee shall assess the independence of the proposed advisor in accordance with the factors set forth in Nasdaq Listing Rule 5605(d)(3)(D), as more fully described in Section IV.B of this Charter. The Committee shall document its independence assessment and any conclusions reached in the minutes of the applicable Committee meeting.
Nothing in this Section VI shall be construed to require the Committee to implement or act consistently with the advice or recommendations of any compensation consultant, independent legal counsel, or other outside advisor, or to affect the ability or obligation of the Committee to exercise its own judgment in the fulfillment of its duties and responsibilities under this Charter.
VII. ANNUAL PERFORMANCE EVALUATION
The Committee shall conduct an annual evaluation of its own performance, including a review of its compliance with the duties and responsibilities set forth in this Charter. The annual self-evaluation process shall include an assessment of the Committee's effectiveness in overseeing the Company's compensation programs, policies, and practices, its effectiveness in overseeing human capital management matters, the adequacy and quality of information provided to the Committee by management and outside advisors, and the Committee's interaction with management, other Board committees, and the full Board.
The Committee's annual self-evaluation process shall be coordinated with the annual Board and committee self-evaluation process overseen by the Nominating & Corporate Governance Committee, as provided in the revised Charter of the Nominating & Corporate Governance Committee adopted by the Board on March 11, 2024. The Committee may conduct its self-evaluation through written questionnaires, individual interviews, group discussions, or such other methods as the Committee deems appropriate.
The results of the Committee's annual self-evaluation shall be reported to the Board and to the Nominating & Corporate Governance Committee. The Committee shall use the results of its self-evaluation to identify areas for improvement and to enhance the effectiveness of its oversight activities.
VIII. REVIEW OF CHARTER
The Committee shall review and reassess the adequacy of this Charter at least annually, taking into account developments in applicable law, SEC rules and regulations, Nasdaq listing standards, best practices in corporate governance, and the evolving needs of the Company. The Committee shall recommend any proposed changes to this Charter to the Board for approval. Any amendment to this Charter shall be effective only upon approval by the Board.
This Charter shall be made available on the Company's corporate governance page on its website (www.cascaderetailholdings.com) and in the Company's annual proxy statement (or by reference therein), as required by applicable SEC rules and Nasdaq listing standards. The Corporate Secretary shall be responsible for ensuring that the most current version of this Charter is posted on the Company's website.
IX. LIMITATIONS ON COMMITTEE'S ROLE
While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to set day-to-day compensation levels for individual employees below the executive officer level or to make day-to-day compensation administration decisions. Such responsibilities rest with the Company's management, subject to the Committee's oversight and approval with respect to executive officers and directors as specified herein. The Committee's role is one of oversight, and management retains primary responsibility for designing, implementing, and managing the Company's compensation programs within the parameters established by the Committee and the Board.
Nothing in this Charter is intended to expand the fiduciary duties of the members of the Committee under the DGCL beyond those duties otherwise applicable to members of the Board acting in a committee capacity. Members of the Committee are entitled to rely in good faith on information, opinions, reports, or statements prepared or presented by officers and employees of the Company, by the Company's legal counsel, independent auditor, or other advisors, or by any committee of the Board, to the extent permitted by Section 141(e) of the DGCL.
The Committee's oversight responsibility regarding compensation risk and human capital management does not replace or diminish the responsibilities of the Company's management, internal audit function, or other Board committees with respect to such matters. The Committee's responsibilities are limited to those expressly set forth in this Charter and any additional responsibilities delegated to the Committee by the Board from time to time.
X. GOVERNING LAW
This Charter, and the authority, duties, and responsibilities of the Committee set forth herein, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of laws principles, the Company's Restated Certificate of Incorporation (as filed with the Secretary of State of the State of Delaware on October 3, 2016), and the Company's Amended and Restated Bylaws (as adopted by the Board on March 11, 2024). In the event of any conflict between this Charter and the Company's Restated Certificate of Incorporation, Amended and Restated Bylaws, or applicable provisions of the DGCL, the Company's Restated Certificate of Incorporation, Amended and Restated Bylaws, and the DGCL shall control.
XI. EFFECTIVE DATE
This revised Charter is effective as of March 11, 2024, the date of its adoption by the Board of Directors of Cascade Retail Holdings Inc. This Charter supersedes and replaces in its entirety the prior Charter of the Compensation & Human Capital Committee of the Board of Directors, which was last revised in March 2021. All actions previously taken by the Committee under the prior Charter that were valid and effective at the time taken shall remain valid and effective.
APPROVAL AND ADOPTION
The undersigned hereby certify that the foregoing Charter of the Compensation & Human Capital Committee of the Board of Directors of Cascade Retail Holdings Inc. was duly adopted by the Board of Directors of the Company at a meeting of the Board held on March 11, 2024, at which a quorum was present and acting throughout.
ADOPTED BY THE BOARD OF DIRECTORS OF CASCADE RETAIL HOLDINGS INC.
By: ________
Name: Thomas R. Kinsley
Title: Chairman of the Board
Date: March 11, 2024
ATTESTED:
By: ________
Name: Priya Sundaram
Title: Executive Vice President, General Counsel & Corporate Secretary
Date: March 11, 2024
ACKNOWLEDGED BY THE CHAIR OF THE COMPENSATION & HUMAN CAPITAL COMMITTEE:
By: ________
Name: Robert "Rob" Elliston
Title: Chair, Compensation & Human Capital Committee
Date: March 11, 2024
Calderwood & Harkness LLP 999 Third Avenue, Suite 4200 Seattle, WA 98104 C&H Matter No. 1038-00005

CHARTER OF THE COMPENSATION & HUMAN CAPITAL COMMITTEE OF THE BOARD OF DIRECTORS OF CASCADE RETAIL HOLDINGS INC.

I. PURPOSE

II. COMPOSITION AND MEMBERSHIP

III. MEETINGS AND PROCEDURES

IV. AUTHORITY

V. DUTIES AND RESPONSIBILITIES

VI. OUTSIDE ADVISORS

VII. ANNUAL PERFORMANCE EVALUATION

VIII. REVIEW OF CHARTER

IX. LIMITATIONS ON COMMITTEE'S ROLE

X. GOVERNING LAW

XI. EFFECTIVE DATE

APPROVAL AND ADOPTION

ADOPTED BY THE BOARD OF DIRECTORS OF CASCADE RETAIL HOLDINGS INC.

ATTESTED:

ACKNOWLEDGED BY THE CHAIR OF THE COMPENSATION & HUMAN CAPITAL COMMITTEE:

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Parties

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