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CHARTER OF THE NOMINATING & CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS OF CASCADE RETAIL HOLDINGS INC.

As Amended and Restated, Effective March 11, 2024

Adopted by the Board of Directors on March 11, 2024, superseding the charter last revised in January 2019

Prepared by Calderwood & Harkness LLP

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I. PURPOSE

The Board of Directors (the "Board") of Cascade Retail Holdings Inc., a corporation organized and existing under the laws of the State of Delaware (the "Company," "CRH," Nasdaq: CRHI), has established the Nominating & Corporate Governance Committee (the "Committee") to assist the Board in fulfilling its responsibilities with respect to the nomination of directors, the development and maintenance of sound corporate governance principles and practices, and the oversight of environmental, social, and governance ("ESG") matters. This Charter (this "Charter") sets forth the purpose, composition, meeting procedures, authority, duties, and responsibilities of the Committee.

The Committee is established for the following purposes:

(a) To identify, evaluate, and recommend to the Board qualified candidates for election or appointment as members of the Board, taking into account the overall needs, composition, and strategic direction of the Board and the Company;

(b) To develop and recommend to the Board corporate governance principles, guidelines, and practices applicable to the Company that are consistent with applicable law, sound governance standards, and the long-term interests of the Company and its stockholders;

(c) To oversee the Company's corporate governance framework, including the Company's Amended and Restated Bylaws (the "Bylaws") and Restated Certificate of Incorporation (the "Certificate of Incorporation"), and to recommend amendments thereto as the Committee deems appropriate;

(d) To oversee the Company's ESG and sustainability strategy, policies, programs, initiatives, and public reporting and disclosures, and to coordinate with other standing committees of the Board on ESG-related matters that intersect with their respective areas of oversight;

(e) To lead the annual self-evaluation process for the Board and each standing committee of the Board, including the design, administration, and synthesis of such evaluations, and to report findings and recommendations for improvement to the full Board;

(f) To oversee board refreshment, succession planning for directors and the Chairman of the Board, and the development and maintenance of a board skills matrix that reflects the key competencies, qualifications, experiences, and attributes desirable for Board membership;

(g) To oversee the Company's engagement with stockholders on corporate governance matters, including communication with activist and institutional shareholders, and to review stockholder proposals and recommend the Company's response thereto; and

(h) To perform such other duties and responsibilities as are delegated to the Committee by the Board from time to time or as may be required by applicable law, the rules and listing standards of The Nasdaq Stock Market LLC ("Nasdaq"), or the rules and regulations of the U.S. Securities and Exchange Commission (the "SEC").

In fulfilling its responsibilities, the Committee shall be guided by the Delaware General Corporation Law (the "DGCL"), the Certificate of Incorporation, the Bylaws, applicable Nasdaq listing standards, applicable SEC rules and regulations, and this Charter.

II. COMPOSITION

A. Membership Requirements

The Committee shall consist of at least three (3) members of the Board. All members of the Committee must qualify as "independent" directors under the applicable Nasdaq listing standards, including Nasdaq Rule 5605(a)(2), and under any other applicable rules and regulations of the SEC. In determining the independence of each Committee member, the Board shall consider all relevant facts and circumstances, including any relationships that could, in the Board's judgment, interfere with the exercise of independent judgment in carrying out the responsibilities of a Committee member.

Committee members shall be appointed annually by the Board, upon recommendation of the Committee, and shall serve until their successors are duly appointed and qualified or until their earlier resignation, removal, or cessation of service as a director of the Company. The Board may remove or replace any Committee member at any time, with or without cause, by a resolution adopted by a majority of the Board. A Committee member's service on the Committee shall automatically terminate upon the member's cessation of service as a director of the Company for any reason.

If a vacancy occurs on the Committee at any time, the Board may appoint a successor member who satisfies the independence and other requirements set forth herein. The Board shall endeavor to fill any such vacancy promptly, but pending the appointment of a successor, the remaining members of the Committee may continue to exercise the Committee's authority, provided that a quorum is present.

B. Chairperson. The Board shall designate one member of the Committee as its Chairperson (the "Chairperson"). As of the effective date of this Charter, the Chairperson of the Committee is Margaret "Meg" Holliday, who also serves as the Lead Independent Director of the Board.

The Chairperson shall preside at all meetings of the Committee, establish the agenda for each meeting in consultation with the Company's Executive Vice President, General Counsel & Corporate Secretary (currently Priya Sundaram) and other Committee members, and report to the full Board on the Committee's activities, findings, and recommendations following each Committee meeting. The Chairperson shall also serve as the principal liaison between the Committee and management, and between the Committee and the Company's governance and proxy advisory consultants.

In the event of the Chairperson's absence from any meeting, or in the event of a temporary incapacity or unavailability of the Chairperson, the Committee may designate a temporary presiding member from among its independent members to fulfill the Chairperson's responsibilities for that meeting or period.

III. MEETINGS AND PROCEDURES

A. Frequency. The Committee shall meet at least four (4) times per year, and more frequently as circumstances require, in order to fulfill its duties and responsibilities under this Charter. The Committee shall establish a regular meeting calendar at the beginning of each fiscal year. Special meetings may be called at any time by the Chairperson, by any two (2) members of the Committee, or at the request of the Chairman of the Board (currently Thomas R. Kinsley). Notice of each meeting shall be given to each Committee member in accordance with the Company's Bylaws and any applicable Committee procedures.

B. Quorum and Voting

A majority of the members of the Committee shall constitute a quorum for the transaction of business at any meeting of the Committee. 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 on any matter submitted to a vote of the Committee.

The Committee may also act by unanimous written consent in lieu of a meeting, to the extent permitted by Section 141(f) of the DGCL and the Company's Bylaws. Any action taken by unanimous written consent shall have the same force and effect as an action taken at a duly convened meeting of the Committee. The Corporate Secretary shall maintain all records of actions taken by written consent.

C. Attendance and Participation

Members of the Committee may participate in meetings by means of telephone conference call, videoconference, or other communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting by such means shall constitute presence in person at such meeting for all purposes, including for purposes of establishing a quorum and voting.

The Committee may invite members of management, including the Chief Executive Officer (currently Julian Voss) and the Executive Vice President, General Counsel & Corporate Secretary (currently Priya Sundaram), outside advisors, other directors who are not members of the Committee, or other persons to attend meetings of the Committee and to provide information and advice as the Committee deems appropriate. Notwithstanding the foregoing, no person who is not a member of the Committee shall have the right to vote on any matter before the Committee, and the Committee shall have the authority to meet in executive session without the presence of any non-members at any time.

D. Minutes and Reporting

The Committee shall maintain written minutes or other records of its meetings and activities in sufficient detail to document the matters discussed, actions taken, and the basis for such actions. The Corporate Secretary (currently Priya Sundaram) or her designee shall assist the Committee in preparing and distributing meeting agendas, background materials, and draft and final minutes.

The Chairperson shall report to the full Board on the Committee's activities, findings, and recommendations following each Committee meeting, either at the next regularly scheduled Board meeting or at such earlier time as the Chairperson deems appropriate. Such reports shall address all significant matters considered by the Committee and any actions taken, including any recommendations requiring Board approval.

All minutes and records of the Committee shall be maintained in the corporate minute books of the Company and shall be available for inspection by any director of the Company.

IV. AUTHORITY

A. Delegation. The Committee may, in its discretion, delegate any of its responsibilities to one or more subcommittees, each consisting of one or more members of the Committee, to the extent consistent with applicable law (including the DGCL), Nasdaq listing standards, the Company's Certificate of Incorporation (filed with the Delaware Secretary of State on October 3, 2016), and the Company's Bylaws (adopted March 11, 2024). Any such delegation shall be evidenced in the minutes of the Committee or by written resolution, and the Committee shall retain the authority to revoke any such delegation at any time. Any subcommittee so formed shall report its findings and recommendations to the full Committee on a regular basis. No delegation by the Committee shall relieve the Committee of its ultimate responsibility for the matters so delegated.

B. Advisors and Resources

The Committee shall have the sole authority to retain, terminate, and obtain the advice and assistance of independent legal counsel, director search firms, governance consultants, and other advisors as it deems necessary or appropriate to fulfill its responsibilities under this Charter, without seeking the approval of the Board, any other committee of the Board, or management. The Committee shall have the sole authority to approve the fees, engagement terms, and scope of work of any such advisors.

The Committee shall have full and unrestricted access to the Company's books, records, facilities, and personnel as it deems necessary or appropriate to carry out its responsibilities. The Committee may direct management to provide such information, data, and analysis as the Committee requires. Officers and employees of the Company shall cooperate fully with any request made by the Committee or any of its advisors.

The Company shall provide appropriate funding, as determined by the Committee in its sole discretion, for:

(i) payment of compensation to any independent legal counsel, search firm, governance consultant, or other advisor retained by the Committee;

(ii) payment of ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties; and

(iii) any other costs or expenses incurred by the Committee in connection with the fulfillment of its responsibilities under this Charter.

V. DUTIES AND RESPONSIBILITIES

The following duties and responsibilities are set forth as a guide to the Committee in fulfilling its oversight role. The Committee may, in its discretion, undertake additional activities and adopt additional procedures as it deems necessary or appropriate in light of changing business, legislative, regulatory, legal, or other conditions. The Committee shall also carry out any other responsibilities and duties delegated to it by the Board from time to time.

A. Director Identification, Evaluation, and Nomination

1. Candidate Identification. The Committee shall develop and recommend to the Board criteria for the selection of new directors, taking into account the overall composition, needs, and strategic direction of the Board. Such criteria shall include, without limitation, consideration of diversity in all of its dimensions (including gender, race, ethnicity, age, professional background, skills, and experience), independence, character, integrity, business judgment, relevant expertise, and the candidate's ability and willingness to devote sufficient time and attention to Board service.

The Committee shall identify and evaluate potential director candidates from multiple sources, including recommendations from current directors, members of management, stockholders, and professional director search firms. The Committee may engage one or more professional search firms to assist in the identification and evaluation of candidates, and shall have the sole authority to approve the fees and terms of engagement of any such firm.

In evaluating potential candidates, the Committee shall review the qualifications and attributes of each candidate in light of the criteria approved by the Board, the existing composition and needs of the Board (including any gaps identified through the board skills matrix maintained by the Committee), and the requirements of applicable law, Nasdaq listing standards, and SEC rules regarding director independence and qualifications.

2. Board Skills Matrix. The Committee shall develop and maintain a board skills matrix (the "Skills Matrix") identifying the key competencies, qualifications, experiences, and attributes that the Committee considers desirable for Board membership. The Skills Matrix shall include, at a minimum, the following categories:

• Industry expertise, including retail operations, e-commerce, and multi-channel distribution;

• Financial literacy and financial expertise, including experience with financial statements, capital markets, and mergers and acquisitions;

• Technology and cybersecurity expertise;

• ESG and sustainability knowledge and experience;

• Risk management and enterprise risk oversight;

• Public company governance experience, including service on other public company boards;

• Legal, regulatory, and compliance expertise;

• Human capital management, including talent development, compensation, and organizational leadership;

• Diversity of background, perspective, and experience, broadly defined; and

• Such other competencies and attributes as the Committee may identify from time to time.

The Committee shall review and update the Skills Matrix at least annually, and shall use the Skills Matrix to identify gaps in Board composition and to guide the candidate identification and evaluation process. The Skills Matrix shall be made available to the full Board and shall be disclosed in the Company's proxy statement to the extent required by applicable SEC rules and regulations or Nasdaq listing standards, or as the Committee otherwise determines to be appropriate.

3. Stockholder-Nominated Candidates. The Committee shall establish and oversee procedures for the nomination of director candidates by stockholders, including compliance with the proxy access provisions and advance notice requirements set forth in the Company's Bylaws. As of the effective date of this Charter, the Bylaws provide for the following:

(a) Proxy Access. A stockholder, or group of up to twenty (20) stockholders, who has owned at least three percent (3%) of the Company's outstanding common stock continuously for at least three (3) years may nominate, and include in the Company's proxy materials, director candidates constituting up to the greater of two (2) nominees or twenty percent (20%) of the total number of directors then serving on the Board, subject to the terms, conditions, and procedural requirements set forth in the Bylaws.

(b) Advance Notice. Stockholder nominations of director candidates (other than proxy access nominations) must be received by the Corporate Secretary not earlier than one hundred twenty (120) days and not later than ninety (90) days before the first anniversary of the prior year's annual meeting of stockholders, together with all information required by the Bylaws, including information about the nominating stockholder and the proposed nominee.

The Committee shall evaluate all stockholder-nominated candidates using the same criteria applied to all other candidates and shall not discriminate against or give preferential treatment to any candidate based on the source of the nomination. The Committee shall communicate with nominating stockholders as appropriate and shall report to the Board on all stockholder-nominated candidates considered by the Committee.

4. Recommendations to the Board. Following its evaluation of potential candidates, the Committee shall recommend to the Board a slate of director nominees for election at each annual meeting of stockholders. In making its recommendations, the Committee shall consider the results of its evaluation process, the composition and needs of the Board, the views of stockholders, and any other factors the Committee deems relevant.

The Committee shall also recommend to the Board candidates for appointment to fill vacancies on the Board or newly created directorships arising between annual meetings, consistent with the Company's Certificate of Incorporation and Bylaws and applicable law. The Committee shall endeavor to identify and recommend candidates for any vacancy or newly created directorship promptly following the occurrence of such vacancy or the creation of such directorship.

B. Board Refreshment and Succession Planning

The Committee shall oversee an ongoing program of board refreshment to ensure that the Board maintains an appropriate mix of skills, experience, perspectives, and tenure. In furtherance of this responsibility, the Committee shall:

(a) Periodically review director tenure, retirement policies, and the overall size of the Board to ensure that the Board remains effective and well-suited to the Company's evolving strategic needs. As of the effective date of this Charter, the Board consists of eleven (11) directors, comprising three (3) inside directors and eight (8) independent directors.

(b) Consider the long-term strategic needs of the Company and the Board in connection with refreshment and succession planning for both directors and the Chairman of the Board, including the identification of potential internal and external candidates for future Board service and Board leadership roles.

(c) Evaluate whether the current Board size remains appropriate in light of the Company's needs, governance best practices, and the views of stockholders, proxy advisory firms, and other governance stakeholders.

(d) Annually review the structure and leadership of the Board, including the roles of Chairman of the Board and Lead Independent Director, and recommend to the Board any changes thereto that the Committee deems appropriate.

C. Corporate Governance Principles and Practices

1. Governance Framework Oversight. The Committee shall develop and recommend to the Board a comprehensive set of corporate governance guidelines applicable to the Company (the "Corporate Governance Guidelines"), and shall periodically review and recommend updates thereto to ensure that such guidelines remain consistent with applicable law, evolving governance standards, and the long-term interests of the Company and its stockholders.

The Committee shall monitor developments in corporate governance law, regulation, and best practices, including changes to the DGCL, SEC rules and regulations, Nasdaq listing standards, and the voting policies and guidelines of proxy advisory firms (including Cobalt Ridge Solutions ("ISS") and Adriatic Services Inc. ("Tarrant Partners LLC")). The Committee shall advise the Board on significant governance developments and recommend changes to the Company's governance framework as appropriate in response thereto.

The Committee shall oversee compliance with the Company's governance documents, including the Certificate of Incorporation, the Bylaws, the Corporate Governance Guidelines, and all committee charters, and shall bring any material compliance issues to the attention of the full Board.

2. Bylaws and Certificate of Incorporation. The Committee shall periodically review the Company's Bylaws and Certificate of Incorporation and recommend amendments to the Board as appropriate to reflect changes in applicable law, governance best practices, and the Company's strategic and operational needs.

The Committee shall oversee the implementation and interpretation of governance-related provisions of the Bylaws, including, without limitation:

(a) The majority voting standard for uncontested director elections, with a plurality carve-back for contested elections, together with the director resignation policy applicable to incumbent directors who fail to receive a majority of the votes cast in an uncontested election;

(b) The proxy access provisions, permitting eligible stockholders to include director nominees in the Company's proxy materials;

(c) The advance notice requirements for stockholder nominations and other business to be brought before meetings of stockholders;

(d) The exclusive forum provision, designating the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the Superior Court of the State of Delaware or, if no state court has jurisdiction, the United States District Court for the District of Delaware) as the exclusive forum for internal corporate claims, including claims arising under the DGCL, and designating the federal district courts of the United States as the exclusive forum for claims arising under the Securities Act of 1933, as amended; and

(e) The emergency bylaws set forth in Article IX of the Bylaws, consistent with Section 110 of the DGCL, providing for the governance and management of the Company during an emergency.

3. Director Independence and Related Matters. The Committee shall annually review the independence of each director under Nasdaq listing standards, including Nasdaq Rule 5605(a)(2), and applicable SEC rules and regulations, and shall recommend independence determinations to the Board for approval. In conducting such review, the Committee shall consider all relevant relationships and transactions involving each director, as well as any other facts and circumstances that the Committee deems relevant to the determination of independence.

The Committee shall review and assess potential conflicts of interest involving directors and oversee procedures for identifying, evaluating, and managing such conflicts, including recusal protocols for Board and committee deliberations.

The Committee shall oversee the Company's policies and procedures governing related-party transactions, including transactions involving directors, executive officers, and their respective immediate family members, and shall coordinate with the Audit Committee to the extent required by applicable Nasdaq listing standards and SEC rules.

D. Committee Structure and Charters

The Committee shall annually review the structure, composition, size, and responsibilities of each standing committee of the Board, which as of the effective date of this Charter consist of the following:

• Audit Committee;

• Compensation & Human Capital Committee;

• Nominating & Corporate Governance Committee; and

• Technology & Cybersecurity Committee.

The Committee shall recommend to the Board the membership and chairperson of each standing committee, taking into account the independence, qualifications, and preferences of each director, the applicable requirements of Nasdaq listing standards and SEC rules, and the needs of each committee.

The Committee shall periodically review each committee charter and recommend updates as appropriate to reflect changes in applicable law, regulation, listing standards, governance best practices, and the Company's strategic and operational priorities. The Committee shall endeavor to ensure that each committee charter accurately reflects the scope of the committee's responsibilities and provides the committee with the authority and resources necessary to fulfill its duties effectively.

E. Environmental, Social, and Governance (ESG) and Sustainability Oversight

The Committee shall oversee the Company's ESG and sustainability strategy, policies, programs, initiatives, and public reporting and disclosures. In connection with this responsibility, the Committee shall:

(a) Monitor evolving ESG-related regulatory requirements, stakeholder expectations, and industry trends applicable to the Company's multi-channel retail and e-commerce business, which includes specialty apparel, home goods, and outdoor lifestyle products and brands.

(b) Review and provide guidance on the Company's ESG-related goals, metrics, targets, and key performance indicators, and assess the Company's progress toward achieving such goals and targets on a periodic basis.

(c) Receive periodic reports from management on ESG matters, including, without limitation, environmental impact and climate-related matters, social responsibility, human rights, supply chain practices and sustainability, diversity, equity, and inclusion, labor practices, and community engagement.

(d) Coordinate with the Audit Committee on ESG-related matters that intersect with financial reporting and disclosure, including climate-related financial disclosures and any ESG-related assurance or attestation requirements.

(e) Coordinate with the Compensation & Human Capital Committee on ESG-related matters that intersect with human capital management and executive compensation, including the incorporation of human capital metrics and ESG objectives into compensation programs.

(f) Coordinate with the Technology & Cybersecurity Committee on ESG-related matters that intersect with data privacy, information security, and technology governance.

(g) Report to the Board at least annually on the Company's ESG performance and progress against stated objectives, and recommend to the Board such actions as the Committee deems appropriate to advance the Company's ESG and sustainability strategy.

F. Annual Board and Committee Self-Evaluation

The Committee shall lead and oversee the annual self-evaluation process for the Board and each standing committee of the Board. In fulfilling this responsibility, the Committee shall:

(a) Design and administer the evaluation process, which may include written questionnaires, individual interviews, facilitated group discussions, or the engagement of external consultants, or any combination thereof, as the Committee determines to be appropriate.

(b) Solicit candid and confidential input from all directors regarding the effectiveness of the Board as a whole, each standing committee, and, as appropriate, individual director performance.

(c) Review and synthesize evaluation results, identify themes and areas for improvement, and develop recommendations for enhancing Board and committee effectiveness.

(d) Report findings and recommendations for improvement to the full Board following the completion of the evaluation process.

The Committee shall ensure that the self-evaluation process addresses, at a minimum, the following areas:

• Board and committee composition, diversity, and skills;

• Meeting effectiveness, including the frequency, length, and quality of Board and committee meetings;

• Quality, timeliness, and sufficiency of information and materials provided to the Board and its committees;

• Board dynamics and culture, including open communication, constructive challenge, and mutual respect among directors;

• Oversight of management, including the Board's relationship with the Chief Executive Officer and senior management;

• Strategic planning involvement and the Board's role in shaping and overseeing the Company's strategic direction;

• Risk oversight, including the Board's understanding of and engagement with key enterprise risks; and

• Responsiveness to stockholder feedback and engagement with stockholders on governance matters.

The Committee shall periodically retain an independent third-party facilitator to assist with the evaluation process, as the Committee deems appropriate, to ensure the objectivity and rigor of the evaluation.

In addition to overseeing the Board and committee evaluations described above, the Committee shall conduct its own annual self-evaluation, assessing the Committee's performance, the adequacy and effectiveness of this Charter, and any areas in which the Committee's processes or practices may be enhanced.

G. Director Orientation and Continuing Education

The Committee shall oversee and coordinate comprehensive orientation programs for new directors joining the Board. Such orientation programs shall include, at a minimum, a review of the Company's governance documents (including the Certificate of Incorporation, Bylaws, Corporate Governance Guidelines, Code of Business Conduct and Ethics, and all committee charters), the Company's business strategy and operations, financial performance and condition, risk profile and enterprise risk management framework, committee structure and responsibilities, and key policies and procedures.

The Committee shall encourage and facilitate continuing education programs for all directors, including programs addressing corporate governance developments, fiduciary duties of directors (including oversight duties under the Caremark line of cases), ESG and sustainability, cybersecurity and data privacy, industry trends and competitive dynamics, and other topics relevant to the Company's business and governance. The Committee may authorize attendance at third-party conferences, seminars, and educational programs at the Company's expense.

The Committee shall monitor director participation in orientation and continuing education activities and report to the Board periodically on such participation.

H. Stockholder Engagement on Governance Matters

The Committee shall oversee the Company's engagement with stockholders on corporate governance matters, including proactive outreach to and communication with activist and institutional shareholders. In fulfilling this responsibility, the Committee shall:

(a) Develop and oversee a stockholder engagement strategy, in coordination with management (including the General Counsel & Corporate Secretary, Priya Sundaram) and the Company's governance and proxy advisory consultant (currently Glassman & Torrey LLP, Katherine "Kate" Redfield, Managing Director).

(b) Review stockholder proposals submitted for inclusion in the Company's proxy statement or for presentation at annual or special meetings of stockholders, and provide recommendations to the Board regarding the Company's response to such proposals.

(c) Monitor feedback from stockholders, proxy advisory firms (including ISS and Tarrant Partners LLC), and other governance stakeholders, and recommend responsive actions to the Board as appropriate.

(d) Coordinate with other committees of the Board and with management on stockholder engagement activities that relate to matters within the oversight responsibility of such other committees (e.g., compensation-related engagement by the Compensation & Human Capital Committee, audit-related engagement by the Audit Committee).

I. Director Resignation Policy

The Committee shall oversee the director resignation policy applicable to uncontested elections, as set forth in the Company's Corporate Governance Guidelines and Bylaws. Under such policy, any incumbent director who fails to receive a majority of the votes cast (i.e., the number of shares voted "for" the director does not exceed the number of shares voted "against" the director) in an uncontested election shall promptly tender his or her resignation to the Board for consideration.

Upon receipt of a tendered resignation, the Committee shall evaluate such resignation and recommend to the Board whether to accept or reject the resignation, taking into account all factors that the Committee deems relevant, including:

• The stated reasons, if any, why stockholders voted against the director;

• The tenure and qualifications of the director;

• The director's contributions to the Board and the Company;

• The overall composition of the Board, including whether accepting the resignation would cause the Company to fail to meet any applicable Nasdaq listing requirements, SEC rules, or the requirements of the Company's governance documents;

• Whether the director's continued service would be in the best interests of the Company and its stockholders; and

• Any other factors that the Committee considers relevant.

The Board shall act on the Committee's recommendation within ninety (90) days following certification of the stockholder vote and shall promptly disclose its decision regarding the tendered resignation and the rationale for such decision in a press release, a filing with the SEC, or other broadly disseminated communication.

J. Other Duties

In addition to the foregoing, the Committee shall:

(a) Review and report to the Board on any governance-related matters referred to the Committee by the Board, the Chairman of the Board, the Lead Independent Director, or the Chief Executive Officer.

(b) Review corporate governance trends and legislative or regulatory developments at the federal, state, and international levels, and advise the Board on the potential impact of such trends and developments to the Company.

(c) Perform any other duties or responsibilities expressly delegated to the Committee by the Board from time to time, whether by resolution, policy, or other Board action.

VI. ANNUAL REVIEW OF CHARTER

The Committee shall review and reassess the adequacy of this Charter at least annually, taking into account changes in applicable law, SEC rules and regulations, Nasdaq listing standards, governance best practices, and the Company's strategic and operational needs, and shall recommend any proposed changes to the Board for approval.

This Charter was adopted by the Board of Directors on March 11, 2024, superseding the prior Nominating & Corporate Governance Committee Charter last revised in January 2019. Copies of this Charter, as amended from time to time, shall be posted on the Company's website and made available to stockholders upon request.

VII. LIMITATIONS ON COMMITTEE'S ROLE

While the Committee has the duties and responsibilities set forth in this Charter, nothing contained in this Charter shall be construed to create, or to impose on the Committee or any of its members, any duty, obligation, or liability greater than that otherwise imposed by applicable law, including the DGCL, the Company's Certificate of Incorporation, and the Company's Bylaws.

The Committee's role is one of oversight. The Company's management is responsible for the day-to-day development, implementation, and administration of governance policies, practices, and procedures, and the Board retains ultimate authority over all governance matters. The designation of specific responsibilities to the Committee does not relieve the full Board of its ultimate oversight responsibility or diminish the authority of the full Board in any respect.

Nothing in this Charter is intended to, or shall be construed to, expand or limit the rights of any stockholder, creditor, or other person under applicable law, or to create any private right of action against the Committee, any of its members, the Company, or the Board.

VIII. GOVERNING LAW

This Charter and the Committee's authority hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule that would cause the application of the laws of any other jurisdiction. In addition, this Charter shall be interpreted consistently with the Company's Restated Certificate of Incorporation (filed with the Delaware Secretary of State on October 3, 2016), the Company's Amended and Restated Bylaws (adopted March 11, 2024), applicable Nasdaq listing standards (including, without limitation, Nasdaq Rule 5605), and applicable SEC rules and regulations. To the extent of any conflict between this Charter and the Certificate of Incorporation, the Bylaws, applicable law, or applicable listing standards, the Certificate of Incorporation, the Bylaws, applicable law, and applicable listing standards shall control.

ATTESTATION AND ADOPTION

This Charter of the Nominating & Corporate Governance Committee of the Board of Directors of Cascade Retail Holdings Inc. was duly adopted by the Board of Directors on March 11, 2024, and supersedes the prior Nominating & Corporate Governance Committee Charter last revised in January 2019.

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

Date: March 11, 2024

By: ________

Thomas R. Kinsley Chairman of the Board

Attested:

By: ________

Priya Sundaram Executive Vice President, General Counsel & Corporate Secretary

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

CHARTER OF THE NOMINATING & CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS OF CASCADE RETAIL HOLDINGS INC.
As Amended and Restated, Effective March 11, 2024
Adopted by the Board of Directors on March 11, 2024, superseding the charter last revised in January 2019
Prepared by Calderwood & Harkness LLP
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I. PURPOSE
The Board of Directors (the "Board") of Cascade Retail Holdings Inc., a corporation organized and existing under the laws of the State of Delaware (the "Company," "CRH," Nasdaq: CRHI), has established the Nominating & Corporate Governance Committee (the "Committee") to assist the Board in fulfilling its responsibilities with respect to the nomination of directors, the development and maintenance of sound corporate governance principles and practices, and the oversight of environmental, social, and governance ("ESG") matters. This Charter (this "Charter") sets forth the purpose, composition, meeting procedures, authority, duties, and responsibilities of the Committee.
The Committee is established for the following purposes:
(a) To identify, evaluate, and recommend to the Board qualified candidates for election or appointment as members of the Board, taking into account the overall needs, composition, and strategic direction of the Board and the Company;
(b) To develop and recommend to the Board corporate governance principles, guidelines, and practices applicable to the Company that are consistent with applicable law, sound governance standards, and the long-term interests of the Company and its stockholders;
(c) To oversee the Company's corporate governance framework, including the Company's Amended and Restated Bylaws (the "Bylaws") and Restated Certificate of Incorporation (the "Certificate of Incorporation"), and to recommend amendments thereto as the Committee deems appropriate;
(d) To oversee the Company's ESG and sustainability strategy, policies, programs, initiatives, and public reporting and disclosures, and to coordinate with other standing committees of the Board on ESG-related matters that intersect with their respective areas of oversight;
(e) To lead the annual self-evaluation process for the Board and each standing committee of the Board, including the design, administration, and synthesis of such evaluations, and to report findings and recommendations for improvement to the full Board;
(f) To oversee board refreshment, succession planning for directors and the Chairman of the Board, and the development and maintenance of a board skills matrix that reflects the key competencies, qualifications, experiences, and attributes desirable for Board membership;
(g) To oversee the Company's engagement with stockholders on corporate governance matters, including communication with activist and institutional shareholders, and to review stockholder proposals and recommend the Company's response thereto; and
(h) To perform such other duties and responsibilities as are delegated to the Committee by the Board from time to time or as may be required by applicable law, the rules and listing standards of The Nasdaq Stock Market LLC ("Nasdaq"), or the rules and regulations of the U.S. Securities and Exchange Commission (the "SEC").
In fulfilling its responsibilities, the Committee shall be guided by the Delaware General Corporation Law (the "DGCL"), the Certificate of Incorporation, the Bylaws, applicable Nasdaq listing standards, applicable SEC rules and regulations, and this Charter.
II. COMPOSITION
A. Membership Requirements
The Committee shall consist of at least three (3) members of the Board. All members of the Committee must qualify as "independent" directors under the applicable Nasdaq listing standards, including Nasdaq Rule 5605(a)(2), and under any other applicable rules and regulations of the SEC. In determining the independence of each Committee member, the Board shall consider all relevant facts and circumstances, including any relationships that could, in the Board's judgment, interfere with the exercise of independent judgment in carrying out the responsibilities of a Committee member.
Committee members shall be appointed annually by the Board, upon recommendation of the Committee, and shall serve until their successors are duly appointed and qualified or until their earlier resignation, removal, or cessation of service as a director of the Company. The Board may remove or replace any Committee member at any time, with or without cause, by a resolution adopted by a majority of the Board. A Committee member's service on the Committee shall automatically terminate upon the member's cessation of service as a director of the Company for any reason.
If a vacancy occurs on the Committee at any time, the Board may appoint a successor member who satisfies the independence and other requirements set forth herein. The Board shall endeavor to fill any such vacancy promptly, but pending the appointment of a successor, the remaining members of the Committee may continue to exercise the Committee's authority, provided that a quorum is present.
B. Chairperson.  The Board shall designate one member of the Committee as its Chairperson (the "Chairperson"). As of the effective date of this Charter, the Chairperson of the Committee is Margaret "Meg" Holliday, who also serves as the Lead Independent Director of the Board.
The Chairperson shall preside at all meetings of the Committee, establish the agenda for each meeting in consultation with the Company's Executive Vice President, General Counsel & Corporate Secretary (currently Priya Sundaram) and other Committee members, and report to the full Board on the Committee's activities, findings, and recommendations following each Committee meeting. The Chairperson shall also serve as the principal liaison between the Committee and management, and between the Committee and the Company's governance and proxy advisory consultants.
In the event of the Chairperson's absence from any meeting, or in the event of a temporary incapacity or unavailability of the Chairperson, the Committee may designate a temporary presiding member from among its independent members to fulfill the Chairperson's responsibilities for that meeting or period.
III. MEETINGS AND PROCEDURES
A. Frequency.  The Committee shall meet at least four (4) times per year, and more frequently as circumstances require, in order to fulfill its duties and responsibilities under this Charter. The Committee shall establish a regular meeting calendar at the beginning of each fiscal year. Special meetings may be called at any time by the Chairperson, by any two (2) members of the Committee, or at the request of the Chairman of the Board (currently Thomas R. Kinsley). Notice of each meeting shall be given to each Committee member in accordance with the Company's Bylaws and any applicable Committee procedures.
B. Quorum and Voting
A majority of the members of the Committee shall constitute a quorum for the transaction of business at any meeting of the Committee. 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 on any matter submitted to a vote of the Committee.
The Committee may also act by unanimous written consent in lieu of a meeting, to the extent permitted by Section 141(f) of the DGCL and the Company's Bylaws. Any action taken by unanimous written consent shall have the same force and effect as an action taken at a duly convened meeting of the Committee. The Corporate Secretary shall maintain all records of actions taken by written consent.
C. Attendance and Participation
Members of the Committee may participate in meetings by means of telephone conference call, videoconference, or other communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting by such means shall constitute presence in person at such meeting for all purposes, including for purposes of establishing a quorum and voting.
The Committee may invite members of management, including the Chief Executive Officer (currently Julian Voss) and the Executive Vice President, General Counsel & Corporate Secretary (currently Priya Sundaram), outside advisors, other directors who are not members of the Committee, or other persons to attend meetings of the Committee and to provide information and advice as the Committee deems appropriate. Notwithstanding the foregoing, no person who is not a member of the Committee shall have the right to vote on any matter before the Committee, and the Committee shall have the authority to meet in executive session without the presence of any non-members at any time.
D. Minutes and Reporting
The Committee shall maintain written minutes or other records of its meetings and activities in sufficient detail to document the matters discussed, actions taken, and the basis for such actions. The Corporate Secretary (currently Priya Sundaram) or her designee shall assist the Committee in preparing and distributing meeting agendas, background materials, and draft and final minutes.
The Chairperson shall report to the full Board on the Committee's activities, findings, and recommendations following each Committee meeting, either at the next regularly scheduled Board meeting or at such earlier time as the Chairperson deems appropriate. Such reports shall address all significant matters considered by the Committee and any actions taken, including any recommendations requiring Board approval.
All minutes and records of the Committee shall be maintained in the corporate minute books of the Company and shall be available for inspection by any director of the Company.
IV. AUTHORITY
A. Delegation.  The Committee may, in its discretion, delegate any of its responsibilities to one or more subcommittees, each consisting of one or more members of the Committee, to the extent consistent with applicable law (including the DGCL), Nasdaq listing standards, the Company's Certificate of Incorporation (filed with the Delaware Secretary of State on October 3, 2016), and the Company's Bylaws (adopted March 11, 2024). Any such delegation shall be evidenced in the minutes of the Committee or by written resolution, and the Committee shall retain the authority to revoke any such delegation at any time. Any subcommittee so formed shall report its findings and recommendations to the full Committee on a regular basis. No delegation by the Committee shall relieve the Committee of its ultimate responsibility for the matters so delegated.
B. Advisors and Resources
The Committee shall have the sole authority to retain, terminate, and obtain the advice and assistance of independent legal counsel, director search firms, governance consultants, and other advisors as it deems necessary or appropriate to fulfill its responsibilities under this Charter, without seeking the approval of the Board, any other committee of the Board, or management. The Committee shall have the sole authority to approve the fees, engagement terms, and scope of work of any such advisors.
The Committee shall have full and unrestricted access to the Company's books, records, facilities, and personnel as it deems necessary or appropriate to carry out its responsibilities. The Committee may direct management to provide such information, data, and analysis as the Committee requires. Officers and employees of the Company shall cooperate fully with any request made by the Committee or any of its advisors.
The Company shall provide appropriate funding, as determined by the Committee in its sole discretion, for:
(i) payment of compensation to any independent legal counsel, search firm, governance consultant, or other advisor retained by the Committee;
(ii) payment of ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties; and
(iii) any other costs or expenses incurred by the Committee in connection with the fulfillment of its responsibilities under this Charter.
V. DUTIES AND RESPONSIBILITIES
The following duties and responsibilities are set forth as a guide to the Committee in fulfilling its oversight role. The Committee may, in its discretion, undertake additional activities and adopt additional procedures as it deems necessary or appropriate in light of changing business, legislative, regulatory, legal, or other conditions. The Committee shall also carry out any other responsibilities and duties delegated to it by the Board from time to time.
A. Director Identification, Evaluation, and Nomination
1. Candidate Identification.  The Committee shall develop and recommend to the Board criteria for the selection of new directors, taking into account the overall composition, needs, and strategic direction of the Board. Such criteria shall include, without limitation, consideration of diversity in all of its dimensions (including gender, race, ethnicity, age, professional background, skills, and experience), independence, character, integrity, business judgment, relevant expertise, and the candidate's ability and willingness to devote sufficient time and attention to Board service.
The Committee shall identify and evaluate potential director candidates from multiple sources, including recommendations from current directors, members of management, stockholders, and professional director search firms. The Committee may engage one or more professional search firms to assist in the identification and evaluation of candidates, and shall have the sole authority to approve the fees and terms of engagement of any such firm.
In evaluating potential candidates, the Committee shall review the qualifications and attributes of each candidate in light of the criteria approved by the Board, the existing composition and needs of the Board (including any gaps identified through the board skills matrix maintained by the Committee), and the requirements of applicable law, Nasdaq listing standards, and SEC rules regarding director independence and qualifications.
2. Board Skills Matrix.  The Committee shall develop and maintain a board skills matrix (the "Skills Matrix") identifying the key competencies, qualifications, experiences, and attributes that the Committee considers desirable for Board membership. The Skills Matrix shall include, at a minimum, the following categories:
•  Industry expertise, including retail operations, e-commerce, and multi-channel distribution;
•  Financial literacy and financial expertise, including experience with financial statements, capital markets, and mergers and acquisitions;
•  Technology and cybersecurity expertise;
•  ESG and sustainability knowledge and experience;
•  Risk management and enterprise risk oversight;
•  Public company governance experience, including service on other public company boards;
•  Legal, regulatory, and compliance expertise;
•  Human capital management, including talent development, compensation, and organizational leadership;
•  Diversity of background, perspective, and experience, broadly defined; and
•  Such other competencies and attributes as the Committee may identify from time to time.
The Committee shall review and update the Skills Matrix at least annually, and shall use the Skills Matrix to identify gaps in Board composition and to guide the candidate identification and evaluation process. The Skills Matrix shall be made available to the full Board and shall be disclosed in the Company's proxy statement to the extent required by applicable SEC rules and regulations or Nasdaq listing standards, or as the Committee otherwise determines to be appropriate.
3. Stockholder-Nominated Candidates.  The Committee shall establish and oversee procedures for the nomination of director candidates by stockholders, including compliance with the proxy access provisions and advance notice requirements set forth in the Company's Bylaws. As of the effective date of this Charter, the Bylaws provide for the following:
(a) Proxy Access. A stockholder, or group of up to twenty (20) stockholders, who has owned at least three percent (3%) of the Company's outstanding common stock continuously for at least three (3) years may nominate, and include in the Company's proxy materials, director candidates constituting up to the greater of two (2) nominees or twenty percent (20%) of the total number of directors then serving on the Board, subject to the terms, conditions, and procedural requirements set forth in the Bylaws.
(b) Advance Notice. Stockholder nominations of director candidates (other than proxy access nominations) must be received by the Corporate Secretary not earlier than one hundred twenty (120) days and not later than ninety (90) days before the first anniversary of the prior year's annual meeting of stockholders, together with all information required by the Bylaws, including information about the nominating stockholder and the proposed nominee.
The Committee shall evaluate all stockholder-nominated candidates using the same criteria applied to all other candidates and shall not discriminate against or give preferential treatment to any candidate based on the source of the nomination. The Committee shall communicate with nominating stockholders as appropriate and shall report to the Board on all stockholder-nominated candidates considered by the Committee.
4. Recommendations to the Board.  Following its evaluation of potential candidates, the Committee shall recommend to the Board a slate of director nominees for election at each annual meeting of stockholders. In making its recommendations, the Committee shall consider the results of its evaluation process, the composition and needs of the Board, the views of stockholders, and any other factors the Committee deems relevant.
The Committee shall also recommend to the Board candidates for appointment to fill vacancies on the Board or newly created directorships arising between annual meetings, consistent with the Company's Certificate of Incorporation and Bylaws and applicable law. The Committee shall endeavor to identify and recommend candidates for any vacancy or newly created directorship promptly following the occurrence of such vacancy or the creation of such directorship.
B. Board Refreshment and Succession Planning
The Committee shall oversee an ongoing program of board refreshment to ensure that the Board maintains an appropriate mix of skills, experience, perspectives, and tenure. In furtherance of this responsibility, the Committee shall:
(a) Periodically review director tenure, retirement policies, and the overall size of the Board to ensure that the Board remains effective and well-suited to the Company's evolving strategic needs. As of the effective date of this Charter, the Board consists of eleven (11) directors, comprising three (3) inside directors and eight (8) independent directors.
(b) Consider the long-term strategic needs of the Company and the Board in connection with refreshment and succession planning for both directors and the Chairman of the Board, including the identification of potential internal and external candidates for future Board service and Board leadership roles.
(c) Evaluate whether the current Board size remains appropriate in light of the Company's needs, governance best practices, and the views of stockholders, proxy advisory firms, and other governance stakeholders.
(d) Annually review the structure and leadership of the Board, including the roles of Chairman of the Board and Lead Independent Director, and recommend to the Board any changes thereto that the Committee deems appropriate.
C. Corporate Governance Principles and Practices
1. Governance Framework Oversight.  The Committee shall develop and recommend to the Board a comprehensive set of corporate governance guidelines applicable to the Company (the "Corporate Governance Guidelines"), and shall periodically review and recommend updates thereto to ensure that such guidelines remain consistent with applicable law, evolving governance standards, and the long-term interests of the Company and its stockholders.
The Committee shall monitor developments in corporate governance law, regulation, and best practices, including changes to the DGCL, SEC rules and regulations, Nasdaq listing standards, and the voting policies and guidelines of proxy advisory firms (including Cobalt Ridge Solutions ("ISS") and Adriatic Services Inc. ("Tarrant Partners LLC")). The Committee shall advise the Board on significant governance developments and recommend changes to the Company's governance framework as appropriate in response thereto.
The Committee shall oversee compliance with the Company's governance documents, including the Certificate of Incorporation, the Bylaws, the Corporate Governance Guidelines, and all committee charters, and shall bring any material compliance issues to the attention of the full Board.
2. Bylaws and Certificate of Incorporation.  The Committee shall periodically review the Company's Bylaws and Certificate of Incorporation and recommend amendments to the Board as appropriate to reflect changes in applicable law, governance best practices, and the Company's strategic and operational needs.
The Committee shall oversee the implementation and interpretation of governance-related provisions of the Bylaws, including, without limitation:
(a) The majority voting standard for uncontested director elections, with a plurality carve-back for contested elections, together with the director resignation policy applicable to incumbent directors who fail to receive a majority of the votes cast in an uncontested election;
(b) The proxy access provisions, permitting eligible stockholders to include director nominees in the Company's proxy materials;
(c) The advance notice requirements for stockholder nominations and other business to be brought before meetings of stockholders;
(d) The exclusive forum provision, designating the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the Superior Court of the State of Delaware or, if no state court has jurisdiction, the United States District Court for the District of Delaware) as the exclusive forum for internal corporate claims, including claims arising under the DGCL, and designating the federal district courts of the United States as the exclusive forum for claims arising under the Securities Act of 1933, as amended; and
(e) The emergency bylaws set forth in Article IX of the Bylaws, consistent with Section 110 of the DGCL, providing for the governance and management of the Company during an emergency.
3. Director Independence and Related Matters.  The Committee shall annually review the independence of each director under Nasdaq listing standards, including Nasdaq Rule 5605(a)(2), and applicable SEC rules and regulations, and shall recommend independence determinations to the Board for approval. In conducting such review, the Committee shall consider all relevant relationships and transactions involving each director, as well as any other facts and circumstances that the Committee deems relevant to the determination of independence.
The Committee shall review and assess potential conflicts of interest involving directors and oversee procedures for identifying, evaluating, and managing such conflicts, including recusal protocols for Board and committee deliberations.
The Committee shall oversee the Company's policies and procedures governing related-party transactions, including transactions involving directors, executive officers, and their respective immediate family members, and shall coordinate with the Audit Committee to the extent required by applicable Nasdaq listing standards and SEC rules.
D. Committee Structure and Charters
The Committee shall annually review the structure, composition, size, and responsibilities of each standing committee of the Board, which as of the effective date of this Charter consist of the following:
•  Audit Committee;
•  Compensation & Human Capital Committee;
•  Nominating & Corporate Governance Committee; and
•  Technology & Cybersecurity Committee.
The Committee shall recommend to the Board the membership and chairperson of each standing committee, taking into account the independence, qualifications, and preferences of each director, the applicable requirements of Nasdaq listing standards and SEC rules, and the needs of each committee.
The Committee shall periodically review each committee charter and recommend updates as appropriate to reflect changes in applicable law, regulation, listing standards, governance best practices, and the Company's strategic and operational priorities. The Committee shall endeavor to ensure that each committee charter accurately reflects the scope of the committee's responsibilities and provides the committee with the authority and resources necessary to fulfill its duties effectively.
E. Environmental, Social, and Governance (ESG) and Sustainability Oversight
The Committee shall oversee the Company's ESG and sustainability strategy, policies, programs, initiatives, and public reporting and disclosures. In connection with this responsibility, the Committee shall:
(a) Monitor evolving ESG-related regulatory requirements, stakeholder expectations, and industry trends applicable to the Company's multi-channel retail and e-commerce business, which includes specialty apparel, home goods, and outdoor lifestyle products and brands.
(b) Review and provide guidance on the Company's ESG-related goals, metrics, targets, and key performance indicators, and assess the Company's progress toward achieving such goals and targets on a periodic basis.
(c) Receive periodic reports from management on ESG matters, including, without limitation, environmental impact and climate-related matters, social responsibility, human rights, supply chain practices and sustainability, diversity, equity, and inclusion, labor practices, and community engagement.
(d) Coordinate with the Audit Committee on ESG-related matters that intersect with financial reporting and disclosure, including climate-related financial disclosures and any ESG-related assurance or attestation requirements.
(e) Coordinate with the Compensation & Human Capital Committee on ESG-related matters that intersect with human capital management and executive compensation, including the incorporation of human capital metrics and ESG objectives into compensation programs.
(f) Coordinate with the Technology & Cybersecurity Committee on ESG-related matters that intersect with data privacy, information security, and technology governance.
(g) Report to the Board at least annually on the Company's ESG performance and progress against stated objectives, and recommend to the Board such actions as the Committee deems appropriate to advance the Company's ESG and sustainability strategy.
F. Annual Board and Committee Self-Evaluation
The Committee shall lead and oversee the annual self-evaluation process for the Board and each standing committee of the Board. In fulfilling this responsibility, the Committee shall:
(a) Design and administer the evaluation process, which may include written questionnaires, individual interviews, facilitated group discussions, or the engagement of external consultants, or any combination thereof, as the Committee determines to be appropriate.
(b) Solicit candid and confidential input from all directors regarding the effectiveness of the Board as a whole, each standing committee, and, as appropriate, individual director performance.
(c) Review and synthesize evaluation results, identify themes and areas for improvement, and develop recommendations for enhancing Board and committee effectiveness.
(d) Report findings and recommendations for improvement to the full Board following the completion of the evaluation process.
The Committee shall ensure that the self-evaluation process addresses, at a minimum, the following areas:
•  Board and committee composition, diversity, and skills;
•  Meeting effectiveness, including the frequency, length, and quality of Board and committee meetings;
•  Quality, timeliness, and sufficiency of information and materials provided to the Board and its committees;
•  Board dynamics and culture, including open communication, constructive challenge, and mutual respect among directors;
•  Oversight of management, including the Board's relationship with the Chief Executive Officer and senior management;
•  Strategic planning involvement and the Board's role in shaping and overseeing the Company's strategic direction;
•  Risk oversight, including the Board's understanding of and engagement with key enterprise risks; and
•  Responsiveness to stockholder feedback and engagement with stockholders on governance matters.
The Committee shall periodically retain an independent third-party facilitator to assist with the evaluation process, as the Committee deems appropriate, to ensure the objectivity and rigor of the evaluation.
In addition to overseeing the Board and committee evaluations described above, the Committee shall conduct its own annual self-evaluation, assessing the Committee's performance, the adequacy and effectiveness of this Charter, and any areas in which the Committee's processes or practices may be enhanced.
G. Director Orientation and Continuing Education
The Committee shall oversee and coordinate comprehensive orientation programs for new directors joining the Board. Such orientation programs shall include, at a minimum, a review of the Company's governance documents (including the Certificate of Incorporation, Bylaws, Corporate Governance Guidelines, Code of Business Conduct and Ethics, and all committee charters), the Company's business strategy and operations, financial performance and condition, risk profile and enterprise risk management framework, committee structure and responsibilities, and key policies and procedures.
The Committee shall encourage and facilitate continuing education programs for all directors, including programs addressing corporate governance developments, fiduciary duties of directors (including oversight duties under the Caremark line of cases), ESG and sustainability, cybersecurity and data privacy, industry trends and competitive dynamics, and other topics relevant to the Company's business and governance. The Committee may authorize attendance at third-party conferences, seminars, and educational programs at the Company's expense.
The Committee shall monitor director participation in orientation and continuing education activities and report to the Board periodically on such participation.
H. Stockholder Engagement on Governance Matters
The Committee shall oversee the Company's engagement with stockholders on corporate governance matters, including proactive outreach to and communication with activist and institutional shareholders. In fulfilling this responsibility, the Committee shall:
(a) Develop and oversee a stockholder engagement strategy, in coordination with management (including the General Counsel & Corporate Secretary, Priya Sundaram) and the Company's governance and proxy advisory consultant (currently Glassman & Torrey LLP, Katherine "Kate" Redfield, Managing Director).
(b) Review stockholder proposals submitted for inclusion in the Company's proxy statement or for presentation at annual or special meetings of stockholders, and provide recommendations to the Board regarding the Company's response to such proposals.
(c) Monitor feedback from stockholders, proxy advisory firms (including ISS and Tarrant Partners LLC), and other governance stakeholders, and recommend responsive actions to the Board as appropriate.
(d) Coordinate with other committees of the Board and with management on stockholder engagement activities that relate to matters within the oversight responsibility of such other committees (e.g., compensation-related engagement by the Compensation & Human Capital Committee, audit-related engagement by the Audit Committee).
I. Director Resignation Policy
The Committee shall oversee the director resignation policy applicable to uncontested elections, as set forth in the Company's Corporate Governance Guidelines and Bylaws. Under such policy, any incumbent director who fails to receive a majority of the votes cast (i.e., the number of shares voted "for" the director does not exceed the number of shares voted "against" the director) in an uncontested election shall promptly tender his or her resignation to the Board for consideration.
Upon receipt of a tendered resignation, the Committee shall evaluate such resignation and recommend to the Board whether to accept or reject the resignation, taking into account all factors that the Committee deems relevant, including:
•  The stated reasons, if any, why stockholders voted against the director;
•  The tenure and qualifications of the director;
•  The director's contributions to the Board and the Company;
•  The overall composition of the Board, including whether accepting the resignation would cause the Company to fail to meet any applicable Nasdaq listing requirements, SEC rules, or the requirements of the Company's governance documents;
•  Whether the director's continued service would be in the best interests of the Company and its stockholders; and
•  Any other factors that the Committee considers relevant.
The Board shall act on the Committee's recommendation within ninety (90) days following certification of the stockholder vote and shall promptly disclose its decision regarding the tendered resignation and the rationale for such decision in a press release, a filing with the SEC, or other broadly disseminated communication.
J. Other Duties
In addition to the foregoing, the Committee shall:
(a) Review and report to the Board on any governance-related matters referred to the Committee by the Board, the Chairman of the Board, the Lead Independent Director, or the Chief Executive Officer.
(b) Review corporate governance trends and legislative or regulatory developments at the federal, state, and international levels, and advise the Board on the potential impact of such trends and developments to the Company.
(c) Perform any other duties or responsibilities expressly delegated to the Committee by the Board from time to time, whether by resolution, policy, or other Board action.
VI. ANNUAL REVIEW OF CHARTER
The Committee shall review and reassess the adequacy of this Charter at least annually, taking into account changes in applicable law, SEC rules and regulations, Nasdaq listing standards, governance best practices, and the Company's strategic and operational needs, and shall recommend any proposed changes to the Board for approval.
This Charter was adopted by the Board of Directors on March 11, 2024, superseding the prior Nominating & Corporate Governance Committee Charter last revised in January 2019. Copies of this Charter, as amended from time to time, shall be posted on the Company's website and made available to stockholders upon request.
VII. LIMITATIONS ON COMMITTEE'S ROLE
While the Committee has the duties and responsibilities set forth in this Charter, nothing contained in this Charter shall be construed to create, or to impose on the Committee or any of its members, any duty, obligation, or liability greater than that otherwise imposed by applicable law, including the DGCL, the Company's Certificate of Incorporation, and the Company's Bylaws.
The Committee's role is one of oversight. The Company's management is responsible for the day-to-day development, implementation, and administration of governance policies, practices, and procedures, and the Board retains ultimate authority over all governance matters. The designation of specific responsibilities to the Committee does not relieve the full Board of its ultimate oversight responsibility or diminish the authority of the full Board in any respect.
Nothing in this Charter is intended to, or shall be construed to, expand or limit the rights of any stockholder, creditor, or other person under applicable law, or to create any private right of action against the Committee, any of its members, the Company, or the Board.
VIII. GOVERNING LAW
This Charter and the Committee's authority hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule that would cause the application of the laws of any other jurisdiction. In addition, this Charter shall be interpreted consistently with the Company's Restated Certificate of Incorporation (filed with the Delaware Secretary of State on October 3, 2016), the Company's Amended and Restated Bylaws (adopted March 11, 2024), applicable Nasdaq listing standards (including, without limitation, Nasdaq Rule 5605), and applicable SEC rules and regulations. To the extent of any conflict between this Charter and the Certificate of Incorporation, the Bylaws, applicable law, or applicable listing standards, the Certificate of Incorporation, the Bylaws, applicable law, and applicable listing standards shall control.
ATTESTATION AND ADOPTION
This Charter of the Nominating & Corporate Governance Committee of the Board of Directors of Cascade Retail Holdings Inc. was duly adopted by the Board of Directors on March 11, 2024, and supersedes the prior Nominating & Corporate Governance Committee Charter last revised in January 2019.
ADOPTED BY THE BOARD OF DIRECTORS OF CASCADE RETAIL HOLDINGS INC.
Date: March 11, 2024
By: ________
Thomas R. Kinsley Chairman of the Board
Attested:
By: ________
Priya Sundaram Executive Vice President, General Counsel & Corporate Secretary
Prepared by Calderwood & Harkness LLP 999 Third Avenue, Suite 4200 Seattle, WA 98104 C&H Matter No. 1038-00005