Federated Hermes : 2024 Information Statement

Published: 2025-03-14 14:44:06 ET FHI

FEDERATED HERMES, INC.

1001 Liberty Avenue

Pittsburgh, Pennsylvania 15222-3779

INFORMATION STATEMENT

March 13, 2025

INTRODUCTION

This Information Statement is furnished to the shareholders (the Shareholders) of Federated Hermes, Inc. (including its consolidated subsidiaries, "Federated Hermes," the "Company," "we," "us," or "our") by the Company's Board of Directors (the Board) in connection with the Annual Meeting of the Shareholders that will take place by teleconference at 4:00 p.m.

Eastern Time on Thursday, April 24, 2025 (the Annual Meeting). Shareholders interested in joining the Annual Meeting should do so by calling 888-506-0062 (domestic) or 973-528-0011 (international). The Company invites Shareholders to submit questions in advance by sending questions to [email protected].

Questions pertinent to items to be considered at the Annual Meeting and Federated Hermes' business, results of operations, financial condition or business plans will be answered during the Annual Meeting, subject to time constraints. Questions regarding personal matters, including those related to employment, are not pertinent to the Annual Meeting and therefore will not be answered. If the Company receives substantially similar questions, the Company may group such questions together and provide a single response to avoid repetition.

Action will be taken at the Annual Meeting for: (i) the election of directors; and (ii) any other business that properly comes before the Annual Meeting.

Federated Hermes has shares of both Class A Common Stock, no par value per share (the Class A Common Stock), and Class B Common Stock, no par value per share (the Class B Common Stock), issued and outstanding. The Class B Common Stock is listed on the New York Stock Exchange (NYSE) under the symbol "FHI". Except under certain limited circumstances, the entire voting power of Federated Hermes is vested in the holder of the outstanding shares of the Class A Common Stock. All of the outstanding shares of Class A Common Stock are held by a Voting Shares Irrevocable Trust, dated May 31, 1989 (the Voting Trust), and will be voted at the Annual Meeting. Accordingly, Federated Hermes is not soliciting proxies for the Annual Meeting, but is providing this Information Statement to its Shareholders in accordance with Rule 14c-2 (17 C.F.R. §240.14c-2) under the Securities Exchange Act of 1934, as amended (the Exchange Act).

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

This Information Statement is first being mailed and/or furnished to the Shareholders on or about March 13, 2025. Federated Hermes' 2024 Annual Report to Shareholders (the 2024 Annual Report) accompanies this Information Statement.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF THE 2024 ANNUAL REPORT AND

INFORMATION STATEMENT FOR THE SHAREHOLDER MEETING TO BE HELD ON APRIL 24, 2025.

THIS INFORMATION STATEMENT AND THE 2024 ANNUAL REPORT ARE AVAILABLE AT https:// www.FederatedHermes.com/us/about/investor-relations/annual-report.do.Go to the "2024" heading and click on "Information Statement."

TABLE OF CONTENTS

Page

VOTING SECURITIES

BOARD OF DIRECTORS AND ELECTION OF DIRECTORS

Meetings and Committees of the Board

Compliance Committee

Audit Committee

Audit Committee Report

Compensation Committee

Incentive Compensation Recovery Policy

Compensation Risk

Employee, Officer and Director Hedging and Insider Trading Policies and Procedures

Corporate Governance

Communications with the Board

Board Leadership Structure

Risk Oversight

Other Factors Contributing to Long-TermContinuing Growth

Nomination of Directors

Compensation of Directors

Director Compensation Table

Compensation Committee Report

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Summary Compensation Table

Grants of Plan-BasedAwards

Outstanding Equity Awards at Fiscal Year End

Option Exercises and Stock Vested

Pay Ratio Disclosure

Pay Versus Performance Disclosure

Policies and Practices Related to the Timing of Awards of Options

Employment Agreements and Change-of-ControlAgreement

RELATED PERSON TRANSACTIONS

CONFLICT OF INTEREST POLICIES AND PROCEDURES

SECURITY OWNERSHIP

Class A Common Stock

Class B Common Stock

Delinquent Section 16(a) Reports

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

AUDIT COMMITTEE PRE-APPROVAL/PRE-CONCURRENCE POLICIES AND PROCEDURES

SHAREHOLDERS SHARING THE SAME ADDRESS

VOTING SECURITIES

Except under certain limited circumstances, the entire voting power of Federated Hermes is vested in the holder of the outstanding shares of the Class A Common Stock. All of the outstanding shares of Class A Common Stock are held by the Voting Trust and will be voted at the Annual Meeting. Only the holder of record of Class A Common Stock at the close of business on February 24, 2025 (the record date for the Annual Meeting) will be entitled to vote at the Annual Meeting or any adjournment or adjournments thereof. On the record date, 9,000 shares of Class A Common Stock were outstanding, all of which were held by the Voting Trust, for the benefit of certain members of the Donahue family. The three trustees of the Voting Trust are J. Christopher Donahue, Federated Hermes' President and Chief Executive Officer and Chairman of the Board, Thomas R. Donahue, Federated Hermes' Vice President, Treasurer, and Chief Financial Officer, and a member of the Board, and Ann C. Donahue, the wife of J. Christopher Donahue. Accordingly, Federated Hermes qualifies as a "controlled company" under Section 303A of the New York Stock Exchange Listed Company Manual (the NYSE Rules) and qualifies for, and relies upon, certain exemptions available to controlled companies under the NYSE Rules. A "controlled company" is not required to comply with certain requirements of the NYSE Rules, such as the requirements of NYSE Rules 303A.01 (requiring a majority of independent directors), 303A.04 (requiring a nominating committee consisting entirely of independent directors) and 303A.05 (requiring a compensation committee consisting entirely of independent directors).

The presence of the holder of the Class A Common Stock, constituting all of the votes that all Shareholders are entitled to cast on the election of directors, will constitute a quorum for the transaction of business at the Annual Meeting. Any business transacted at the Annual Meeting shall be authorized upon receiving the affirmative vote of a majority of the votes cast by all Shareholders entitled to vote thereon. Under the terms of the Voting Trust, the trustees are authorized to vote the shares owned by the Voting Trust, and, as a result, all of the outstanding shares of Class A Common Stock will be voted in person at the Annual Meeting. Each share of Class A Common Stock is entitled to one vote. Directors will be elected by a plurality of the votes cast meaning the six nominees who receive the greatest number of "FOR" votes will be elected. Cumulative voting is not allowed. The trustees of the Voting Trust have advised Federated Hermes that they intend to vote in favor of all the directors nominated by the Board.

Under Federated Hermes' Restated Articles of Incorporation, the Class A Common Stock of Federated Hermes is not entitled to an economic premium over the Class B Common Stock of Federated Hermes, including in connection with (1) distributions and dividends, and (2) a "Company Sale" (which includes (a) an acquisition of Federated Hermes by another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or stock purchase), and (b) a sale of all or substantially all of the assets of Federated Hermes). Specifically, the Class A Common Stock and Class B Common Stock of Federated Hermes currently have equal rights to dividends and distributions, when declared, whether in cash or stock, and shall receive the same amount of consideration per share, notwithstanding any differences in voting rights, in the event of a purchase of Federated Hermes by another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger, consolidation or stock purchase) or a sale of all or substantially all of the assets of Federated Hermes.

BOARD OF DIRECTORS AND ELECTION OF DIRECTORS

The Board currently consists of six members. The current directors of Federated Hermes are: Messrs. Joseph C. Bartolacci, J. Christopher Donahue, Thomas R. Donahue, and John B. Fisher, and Mses. Karen L. Hanlon and Marie Milie Jones. Under Federated Hermes' bylaws, directors are elected at each annual meeting and each director holds office until the expiration of the term of one year for which he or she was elected and until a successor is elected and qualified.

The Board has nominated Messrs. Joseph C. Bartolacci, J. Christopher Donahue, Thomas R. Donahue, and John B. Fisher, and Mses. Karen L. Hanlon and Marie Milie Jones, for election as directors. All of the nominees currently serve as members of the Board.

Joseph C.

Bartolacci

Age 64

Mr. Joseph C. Bartolacci was appointed to the Board in October 2016. Since 2006, Mr. Joseph C. Bartolacci has served as Chief Executive Officer of Matthews International Corporation (Matthews), a publicly traded provider of brand solutions, memorialization products and industrial products. He also serves as President of Matthews. From 2005 to 2006, he was President and Chief Operating Officer of Matthews. Since 2005, Mr. Joseph C. Bartolacci also has served as a member of the Board of Directors of Matthews. Prior to 2005, he held various positions within Matthews, including: President, Casket Division; Executive Vice President of Matthews; President, Matthews Europe; President, Caggiati, S.p.A. (a wholly-owned subsidiary of Matthews); and General Counsel of Matthews. He also serves on the Matthews Pension Board and the boards of various subsidiaries of Matthews. Mr. Joseph C. Bartolacci also previously served on the Boards of Directors of Saint Vincent College and the Carnegie Science Center and on the Citizens Bank Mid-Atlantic Regional Advisory Board.

In determining that Mr. Joseph C. Bartolacci should serve as a director of Federated Hermes, the Board identified his background in accounting (B.A., Accounting, Saint Vincent College, and past experience as a Certified Public Accountant), his experience as a lawyer in private practice at Reed Smith LLP and as General Counsel of Matthews, his business and senior management experience at Matthews, and his experience serving as a board member of Matthews.

Mr. J. Christopher Donahue has served as director, President and Chief Executive Officer of Federated Hermes since 1998 and was elected as Chairman of Federated Hermes effective April 2016. He also serves as a director, trustee or officer of various Federated Hermes subsidiaries. He is President of 28 investment companies managed by subsidiaries of Federated Hermes. He is also director or trustee of 31 investment companies managed by subsidiaries of Federated Hermes. Mr. J. Christopher Donahue is the brother of Mr. Thomas R. Donahue who serves as Vice President, Treasurer, Chief Financial Officer and director of Federated Hermes.

In determining that Mr. J. Christopher Donahue should serve as a director of Federated Hermes, the Board identified his wealth of knowledge of Federated Hermes and its subsidiaries as Chief Executive Officer of the Company, his legal background, his knowledge of the investment management industry and his general executive management experience.

Thomas R.

Donahue

Age 66

John B.

Fisher

Age 68

Karen L.

Hanlon

Age 54

Mr. Thomas R. Donahue has served as Vice President, Treasurer and Chief Financial Officer of Federated Hermes since 1998. Mr. Thomas R. Donahue previously served as a member of the Board from May 1998 to April 2004 and was re-elected to the Board in April 2016. He also serves as an Assistant Secretary of Federated Hermes and he is President of FII Holdings, Inc., a wholly-owned subsidiary of Federated Hermes. He serves as a director of Federated Hermes Limited. Mr. Thomas R. Donahue also serves as a director, trustee or officer of various other Federated Hermes subsidiaries. He is also director or trustee of seven investment companies managed by subsidiaries of Federated Hermes. Mr. Thomas R. Donahue is the brother of Mr. J. Christopher Donahue who serves as President, Chief Executive Officer, Chairman and director of Federated Hermes.

In determining that Mr. Thomas R. Donahue should serve as a director of Federated Hermes, the Board identified his wealth of knowledge of Federated Hermes and its subsidiaries as Chief Financial Officer of the Company, his corporate finance background, his knowledge of the investment management industry, his service on several other boards of directors, and his general executive management experience.

Mr. John B. Fisher has served as Vice President of Federated Hermes since 1998. Mr. John B. Fisher previously served as a member of the Board from May 1998 to April 2004 and was reelected to the Board in April 2016. He has also been President and Chief Executive Officer of the Federated Hermes U.S.-based advisory companies since 2006 and serves as a board member for each of these subsidiaries, all of which are wholly-owned by Federated Hermes. He also serves as a director, trustee or officer of certain other Federated Hermes subsidiaries. Prior to 2006, he served as the President of the Institutional Sales Division of Federated Securities Corp., a wholly- owned subsidiary of Federated Hermes. Mr. John B. Fisher is President of three, and director or trustee of 24, investment companies managed by subsidiaries of Federated Hermes.

In determining that Mr. John B. Fisher should serve as a director of Federated Hermes, the Board identified his wealth of knowledge of Federated Hermes and its subsidiaries as a Vice President of the Company, his financial, sales and investment background, his knowledge of the investment management industry, and his general executive management experience.

Ms. Karen L. Hanlon was elected to the Board in April 2024. Since 2018, Ms. Hanlon has served as Executive Vice President and Chief Operating Officer of Highmark Health, a national, blended health organization that includes one of the United States' largest Blue Cross Blue Shield insurers and regional hospitals and physician networks. From 2014 to 2018, she was Executive Vice President, Chief Financial Officer, and Treasurer of Highmark Health. From 1997 to 2014, Ms. Hanlon held several positions within the finance division of Highmark Health. She also serves on the Boards of Directors of various organizations including the Allegheny Conference on Community Development, Highmark Inc., Penn State Health (Chair of the Audit Committee), Highmark Wholecare (Chairperson) and enGen (Chairperson). Ms. Hanlon also serves as a Distribution Committee Member of The McCune Foundation.

In determining that Ms. Karen L. Hanlon should serve as a director of Federated Hermes, the Board identified her background in accounting (B.A., Accounting, Grove City College), her past experience as a Certified Public Accountant with KPMG Peat Marwick prior to joining Highmark Health in 1997, her business and senior management experience at Highmark Health, and her experience serving as a Board member of multiple organizations.

Marie Milie

Jones

Age 62

Ms. Marie Milie Jones was elected to the Board in April 2014 and serves as the Lead Independent Director. Since June 2011, she has been a founding partner of JonesPassodelis PLLC, a law firm that concentrates in, among other areas, civil rights and employment law, commercial litigation, and professional liability law. In addition, from 1987 until June 2011, Ms. Marie Milie Jones practiced law at Meyer, Darragh, Buckler, Bebeneck & Eck P.L.L.C., where she was elected partner in 1993 and managing partner in 1998.

In determining that Ms. Marie Milie Jones should serve as a director of Federated Hermes, the Board identified her extensive legal and management experience as a law firm partner, managing partner and founding partner, as well as her 14 years of experience serving as a board member for Duquesne University, where she was Chairperson of the Board from 2009 until her service on the board concluded in July 2017, and her service on St. Vincent's Seminary Board of Regents.

Only the number of nominees named above (six) are eligible for election at the Annual Meeting.

The Board has determined that Mr. Joseph C. Bartolacci and Mses. Karen L. Hanlon and Marie Milie Jones, are "independent" as defined by the NYSE Rules. In making this determination, the Board considered all relevant facts and circumstances. Any relationship involving a director that complies with the independence standards set forth in the NYSE Rules and is not otherwise determined to be a Related Person Transaction (as defined in Federated Hermes' Related Party Transaction Approval Policy, which is discussed below under "Related Person Transactions" (the RPT Policy)) is deemed to be an immaterial relationship not requiring consideration by the Board in assessing independence. The Board has determined that none of Mr. Joseph C. Bartolacci or Mses. Karen L. Hanlon and Marie Milie Jones, has any relationship with Federated Hermes that impacts their independence.

Under the NYSE Rules, Federated Hermes is not required to have a majority of independent directors because it is considered a "controlled company" for purposes of these rules.

Meetings and Committees of the Board

In 2024, the Board met on six occasions. The Board has an Audit Committee, Compensation Committee and Compliance Committee. The Board does not have a Nominating Committee; the Board as a whole performs this function. During 2024, all directors attended at least seventy-five percent of the aggregate of the total number of meetings of the Board and the committees on which they served for the time period when they were members of the Board.

Compliance Committee

The Compliance Committee, which operates pursuant to a written charter, currently consists of Mr. Joseph C. Bartolacci and Mses. Karen L. Hanlon and Marie Milie Jones. Ms. Jones is the Chair of the Compliance Committee. The Compliance Committee has been established by Federated Hermes' Board to assist the Board and Federated Hermes' Chief Compliance Officer (CCO) to oversee compliance by the Company and its employees with legal, regulatory and contractual requirements and Company policies and procedures. The Compliance Committee is responsible for overseeing the development and promulgation of compliance policies and programs, and oversees all company compliance activities, enhancing compliance efforts where necessary and appropriate and reporting to the Board as requested on the status of compliance efforts. The Compliance Committee also receives quarterly reports from Federated Hermes' Chief Risk Officer (CRO) on investment, business and other risks facing the Company. In 2024, the Compliance Committee met four times.

Audit Committee

The Audit Committee currently consists of Mr. Joseph C. Bartolacci and Mses. Karen L. Hanlon and Marie Milie Jones. None of the foregoing individuals is a current or former officer or employee of Federated Hermes. Ms. Hanlon is Chair of the Audit Committee. The Board has adopted a written charter for the Audit Committee. The Board has determined that the members of the Audit Committee are "independent" as defined by the NYSE Rules applicable to Audit Committee members.

The Audit Committee is responsible for monitoring the integrity of the financial statements of Federated Hermes, the independent registered public accounting firm's qualifications and independence, the performance of Federated Hermes' internal audit function and independent registered public accounting firm, and Federated

Hermes' compliance with related applicable legal and regulatory requirements. The Audit Committee has the sole authority to appoint or replace the independent registered public accounting firm and is directly responsible for the compensation and oversight of the work of the independent registered public accounting firm. In performing its responsibilities, the Audit Committee reviews the audit plans of Federated Hermes' internal auditors and the independent registered public accounting firm and monitors their progress during the year. Under the Company's RPT Policy, the Audit Committee is responsible for reviewing and making determinations regarding related party transactions involving Federated Hermes, except for related party transactions that involve the compensation of a related party who is an employee of Federated Hermes. The Audit Committee also oversees the Company's risk assessment and management policies with respect to financial risk, cybersecurity, data, artificial intelligence, and business continuity. The Audit Committee receives regular periodic cybersecurity, data, artificial intelligence, and business continuity updates from Federated Hermes' Chief Information Officer (CIO). In discharging its responsibilities, the Audit Committee is entitled to rely upon the reports, findings and representations of Federated Hermes' internal auditors, independent registered public accounting firm, legal counsel and responsible officers. In 2024, the Audit Committee met on five occasions.

The Board has determined that each of Mr. Joseph C. Bartolacci and Mses. Karen L. Hanlon and Marie Milie Jones, are audit committee financial experts as defined under federal securities laws.

Audit Committee Report

The Audit Committee oversees Federated Hermes' financial reporting process on behalf of the Board.

Management has the primary responsibility for the financial statements and the reporting process including the systems of internal controls. Management assessed the effectiveness of Federated Hermes' internal control over financial reporting as of December 31, 2024, in relation to criteria for effective internal control over financial reporting as described in Internal Control - Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). In fulfilling its oversight responsibilities, the Audit Committee has met to review and discuss the audited financial statements in the 2024 Annual Report with management, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity and completeness of disclosures in the financial statements.

The Audit Committee has reviewed and discussed with the independent registered public accounting firm, who is responsible for expressing an opinion on the conformity of those audited financial statements with U.S. generally accepted accounting principles, their judgments as to the quality, not just the acceptability, of Federated Hermes' accounting principles as applied to the audited financial statements and such other matters as are required to be discussed with the Audit Committee under standards of the Public Company Accounting Oversight Board (United States) (PCAOB) and the Securities and Exchange Commission (SEC). The Audit Committee also discussed with Federated Hermes' independent registered public accounting firm the critical audit matter identified by the firm concerning valuation of an indefinite-lived intangible asset. In addition, the Audit Committee has received from the independent registered public accounting firm the written disclosures and the letter required by Rule 3526 of the PCAOB, Communication with Audit Committees Concerning Independence, relating to the independent registered public accounting firm's communications with the Audit Committee concerning independence from management and Federated Hermes, and has discussed with the independent registered public accounting firm their independence. The Audit Committee has considered whether the provisions of non-audit services by the independent registered public accounting firm are compatible with maintaining their independence.

The Audit Committee discussed with Federated Hermes' internal auditors and independent registered public accounting firm the overall scope and plans for their respective audits. The Audit Committee meets with the internal auditors and independent registered public accounting firm, with and without management present, to discuss the results of their examinations, their evaluations of Federated Hermes' internal controls, and the overall quality of Federated Hermes' financial reporting.

The Audit Committee considered the quality of the audit services provided by the independent registered public accounting firm, the experience and tenure at the firm as the Company's independent registered public accounting firm, and the amount of audit and related audit fees and non-audit fees. The Audit Committee considered the audit partner selected to lead the independent registered public accounting firm with respect to the provision of audit services to the Company. The Audit Committee considered the potential impact of changing the independent registered public accounting firm. The Audit Committee also considered the independent registered public accounting firm's commitment to quality and innovation, and their industry knowledge and experience in deciding

to retain the independent registered public accounting firm.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board (and the Board approved) that the audited financial statements be included in the Annual Report on Form 10-K for the year ended December 31, 2024, for filing with the SEC. The Audit Committee also selected Ernst & Young LLP as Federated Hermes' independent registered public accounting firm for the fiscal year ending December 31, 2025.

Respectfully Submitted:

Karen L. Hanlon, Audit Committee Chair

Joseph C. Bartolacci, Audit Committee Member

Marie Milie Jones, Audit Committee Member

Compensation Committee

The Compensation Committee, which operates pursuant to a written charter, consists of Mr. Joseph C. Bartolacci and Mses. Karen L. Hanlon and Marie Milie Jones. Mr. Bartolacci is Chair of the Compensation Committee. The Compensation Committee considers performance measures and their achievement, recommends and approves compensation levels of executive officers, awards share-based compensation, works with senior management on benefit and compensation programs for Federated Hermes' employees, and monitors local and national compensation trends to ensure that Federated Hermes' compensation program is competitive within the investment management industry. Under the Company's RPT Policy, the Compensation Committee reviews and makes determinations regarding any related party transactions involving Federated Hermes that involve the compensation of a related party who is an employee of Federated Hermes. As part of its charter, the Compensation Committee also is required to periodically receive from, and review and discuss with, Federated Hermes' management periodic reports on Federated Hermes' diversity and inclusion strategy and its compensation practices, including an annual pay equity analysis. Federated Hermes' compensation programs are designed to attract, retain and incentivize talented and qualified individuals without regard to: race, color, national origin, religion, sex, pregnancy, sexual orientation, gender identity or expression, mental or physical disability, age, familial or marital status, ancestry, military status, veteran status, or genetic information, as well as any other prohibited criteria under law applicable to Federated Hermes. Federated Hermes endeavors to reward individual contribution, as demonstrated by the delivery of long-term continuing results. Federated Hermes' compensation programs are also designed to align the interests of its officers and employees with its business strategy, values and objectives, including the interests of its Shareholders, clients and customers (collectively, as applicable, and including intermediaries, "customers"), and other stakeholders, while affording the business the opportunity to grow. Federated Hermes recognizes that a diverse and inclusive workplace benefits employees and supports stronger long- term business performance. The Compensation Committee also is responsible for administering the Company's Incentive Compensation Recovery Policy (Recovery Policy), which was adopted by the Company in October 2023 as required by NYSE Rules.

The Compensation Committee serves as the Board Committee that administers the Federated Hermes, Inc. Stock Incentive Plan, as amended (Stock Incentive Plan). On October 25, 2018, the Compensation Committee, pursuant to the terms of the Stock Incentive Plan, adopted a UK Sub-Plan to the Stock Incentive Plan (as amended, UK Sub-Plan), to allow the Compensation Committee to grant awards of restricted stock to Federated Hermes Limited (FHL) employees. The Compensation Committee has delegated its full power and authority under the Stock Incentive Plan and UK Sub-Plan to the Chief Executive Officer with respect to all employees other than those subject to Section 16 of the Exchange Act. The Compensation Committee also has delegated its full power and authority under the Stock Incentive Plan and UK Sub-Plan to the Chief Executive Officer of FHL, and the trustee of an employee benefit trust created for the benefit of FHL's management and key employees, with respect to FHL employees who are not subject to Section 16 of the Exchange Act. Currently, the following persons are subject to Section 16 of the Exchange Act: Messrs. J. Christopher Donahue, Thomas R. Donahue, John B. Fisher, Peter J. Germain, Richard A. Novak, Saker A. Nusseibeh, Paul A. Uhlman, Stephen P. Van Meter, and Theodore W. Zierden III, and Ms. Dolores D. Dudiak, as well as the non-employee or independent members of the Board. In 2024, the Compensation Committee met on three occasions.

As members of the Compensation Committee, Mr. Joseph C. Bartolacci, and Mses. Karen L. Hanlon and Marie Milie Jones, have been determined by the Board to be non-employee directors as defined in Rule 16b-3 of the Exchange Act.

Incentive Compensation Recovery Policy

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank Act) added Section

10D to the Exchange Act which required the SEC to direct the national securities exchanges, including the NYSE, to prohibit the listing of securities of issuers that do not develop and implement a policy for the recovery of incentive compensation that was awarded based on financial results that are later restated. In October 2022, the SEC issued final rules implementing the Dodd-Frank Act requirements by mandating that the national securities exchanges adopt listing standards requiring listed companies to implement, disclose and, with certain exceptions, enforce an incentive compensation recovery policy to attempt to recover excess incentive-based compensation that executive officers received based on financial results that are later restated. Thereafter, the NYSE submitted proposed listing standards to the SEC, which were approved by the SEC in June 2023.

In October 2023, the Company adopted the Recovery Policy, as required by the NYSE Rules. The Recovery Policy, which is tailored to the requirements of the NYSE Rules, contains the following key features: (1) it requires Federated Hermes to attempt to recover incentive compensation paid to executive officers that was awarded based on financial results that are later restated to the extent the Recovery Policy applies (subject to certain exceptions); (2) it applies to compensation paid to current or former executive officers; and (3) it contains a three-year look-back period; when there is a restatement, Federated Hermes is required to attempt to recover any erroneously awarded compensation that was awarded during the prior three years. The Compensation Committee is responsible for administering the Recovery Policy.

Compensation Risk

The Compensation Committee collaborates with Federated Hermes' management in reviewing the material terms of Federated Hermes' compensation policies and programs for all employees and evaluates the intended behaviors each is designed to incent to ensure that such policies and programs do not encourage excessive risk- taking that could result in a material, adverse impact to the Company. For 2024, this review included a review of the compensation policies and programs for Federated Hermes' employees, including those employed by FHL. The Compensation Committee believes that Federated Hermes' compensation policies and programs do not give rise to risks reasonably likely to have a material adverse effect on the Company.

Employee, Officer and Director Hedging and Insider Trading Policies and Procedures

Federated Hermes' Policy on Trading and Confidentiality, as amended (the Trading Policy), imposes certain restrictions on, and requirements for, among other things, hedging transactions designed to offset a decrease in the market value of the Company's issued and outstanding equity securities granted as part of compensation or held directly or indirectly. The Trading Policy applies to "Federated Hermes Personnel" which includes: (1) all directors, officers and employees of the Company; (2) those contractors and other outside professionals determined by the Company's Compliance Department to be subject to the Trading Policy due to the nature of their job activities; and

Under the Trading Policy, Federated Hermes Personnel are prohibited from:

lieu of security settlement); and (iii) the term of the transaction is for a period of no less than one year. For example, this limited exception can be used to permit a Director or Senior Officer to diversify their holdings in the Company by investing in an exchange fund by contributing Class B Common Stock of the Company to the fund in exchange for units of the fund, which holds a diversified pool of securities. Before approving the transaction, the Company's Compliance Department is required to: (i) notify senior management of the particulars of the transaction; (ii) review the details of the transaction (including all paperwork that will be entered into among the parties to the transaction); and (iii) notify senior management of its decision.

Federated Hermes Personnel also are subject to the Trading Policy's general restrictions on insider trading (i.e., trading based on material non-public information (or inside information)), and trading during restricted (or blackout or closed) periods. The Trading Policy also provides that Federated Hermes Personnel should use standing orders (i.e., orders placed with a broker to buy or sell securities at a pre-designated price that leave the Federated Hermes Personnel no control over the timing of the transaction) sparingly and the Trading Policy requires Federated Hermes Personnel to rescind standing orders so that they are not operative during restricted (or blackout or closed) periods. The Trading Policy also prohibits Federated Hermes Personnel from adopting a Rule 10b5-1 trading plan with respect to Federated Hermes securities without the prior consent of the Compliance Department.

Under the Trading Policy, Directors and Senior Officers, and their spouses, minor children and other members of their households, are required to obtain approval before trading or effecting any change in beneficial ownership in Company securities, whether for their own benefit or on behalf of another person or entity. Under the Trading Policy, Directors and Senior Officers who purchase Company securities also are required to hold such securities for a minimum of six months from the date of purchase, unless the security is subject to a forced sale (e.g., as a consequence of a merger or acquisition of the Company) or unless the Director or Senior Officer obtains the express prior written consent of the Company's Compliance Department prior to the transaction. Directors and Senior Officers who receive such express prior permission to effect a short-term or "short-swing" sale remain subject to the requirement that any profits that they derive from the short-swing sale will need to be disgorged to the Company pursuant to Section 16(b) of the Exchange Act.

Federated Hermes believes the Trading Policy, which is filed as an exhibit to the Federated Hermes' Annual Report on Form 10-K for the fiscal year ended December 31, 2024, is reasonably designed to promote compliance with insider trading rules, laws and regulations, and any listing standards of the NYSE applicable to Federated Hermes.

Federated Hermes also has implemented processes for the Company that are reasonably designed to promote compliance with insider trading rules, laws and regulations, and any listing standards of the NYSE applicable to Federated Hermes.

Corporate Governance

To address corporate governance matters and communicate its business standards, Federated Hermes has adopted Corporate Governance Guidelines and a Code of Business Conduct and Ethics. The Code of Business Conduct and Ethics applies to directors, officers and employees of Federated Hermes. Copies of these materials, as well as Charters for the Audit, Compensation, and Compliance Committees, are available on Federated Hermes' website at FederatedHermes.comby first clicking on "For investors in North America" and then "About" followed by "Corporate Governance." The information contained on, or accessible through, our website is not part of, or incorporated by reference in, this Information Statement. The information is also available in print upon written request.

Under Federated Hermes' policies, the directors are expected to attend the Annual Meeting. All of the directors on the Board at the time of the 2024 Annual Meeting attended the 2024 Annual Meeting.

Communications with the Board

Independent members of the Board have regularly scheduled executive sessions without management participation. Ms. Jones presides over these meetings. In order that Shareholders and other interested parties may make their concerns known to the non-employee or independent directors as well as to the Audit Committee, Compliance Committee, and the full Board, the Board has established a telephone messaging system and an internet- based anonymous incident reporting system. All messages will be forwarded to and reviewed by Federated Hermes'

Disclaimer

Federated Hermes Inc. published this content on March 14, 2025, and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on March 14, 2025 at 18:43:05.731.