Hibbett : Corporate Governance Guidelines

HIBBETT, INC.

CORPORATE GOVERNANCE GUIDELINES

As Amended by the Board of Directors on May 24, 2023

1. PURPOSE:

The Board of Directors (the "Board") of Hibbett, Inc. (the "Company") has adopted these Corporate Governance Guidelines (the "Guidelines"). The Nominating and Corporate Governance Committee of the Board is responsible for overseeing and reviewing the Guidelines and reporting and recommending to the Board any changes to the Guidelines. These Guidelines shall be posted on the Company's website and accessible to all investors.

2. BOARD COMPOSITION:

2.1 Independence

A majority of the members of the Board shall meet the criteria for independence ("Independence Standards") as required by any applicable law and the listing standards of The Nasdaq Stock Market ("Nasdaq"). In the event that a director has a business or other relationship with the Company, the Board shall make its determination whether such director is independent based on the Independence Standards and other relevant facts and circumstances.

The Company shall disclose in its proxy statement (i) the Independence Standards; (ii) a statement whether each director meets the Independence Standards; and (iii) determination by the Board that a director with any compensation, business or other relationship with the Company is in fact deemed by the Board to be independent and the basis for that determination.

2.2 Disclosure of Relationships

It shall be the responsibility of each director and prospective director to disclose to the Board any relationship that could impair his or her independence or any conflict of interest with the Company. Relationships that should be disclosed may include, among others, affiliations of a director or prospective director or an immediate family member (defined as a person's spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law, and anyone (other than domestic employees) who shares such person's home) of a director or prospective director with a:

• customer, supplier, distributor, dealer, reseller or other channel partner of the Company;
• lender, outside legal counsel, investment banker or consultant of the Company;
• a significant stockholder of the Company;
• charitable or not-for-profit institution that has received or receives significant donations from the Company; or
• competitor or other person having an interest adverse to the Company.

Each director shall complete an annual questionnaire providing information necessary for the Company to assist the Board in reconfirming each director's independence and making any required disclosures in the Company's proxy statement.

2.3 Chairperson/Lead Director

The Board shall elect a Chairperson, who may be an independent director, an employee, or other non- independent director. The Chairperson shall have the duties assigned by the Company's Bylaws or, from time to time, by the Board.

In the event the Chairperson is not an independent director, the Board also shall designate a Lead Director who shall be an independent director. The Lead Director shall set the agenda for and preside over executive sessions of solely independent directors. The Lead Director shall, among other duties determined by the Board:

• confer regularly with the Chief Executive Officer and Chairperson,
• communicate feedback from the Board regarding the performance of the Chief Executive Officer,
• in conjunction with the Chairperson, set the agenda for meetings of the Board,
• assist the Chief Executive Officer and Chairperson with issues that concern the Board, and
• be well-informed about the senior management of the Company and the plans for their succession.

3. NOMINATION OF DIRECTORS:

3.1 Role of the Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is responsible for recommending to the whole Board nominees for election to the Board. In accordance with the Company's By-Laws, nominees recommended by the Committee for election to the Board may be elected by the Board to fill a vacancy or may be recommended by the Board for election by the stockholders.

3.2 Qualifications of Directors

In evaluating candidates for election to the Board, the Nominating and Corporate Governance Committee shall take into account the qualifications of the individual candidate as well as the composition of the Board as a whole. The Committee shall consider:

• the candidate's ability to represent the interests of stockholders and assist in the creation of stockholder wealth,
• personal qualities of leadership, character, integrity and adherence to the highest ethical standards,
• the business judgment, diversity of background and acumen of the candidate,
• relevant knowledge, skills and experience in areas helpful to the Company's business, including retail, finance, accounting, digital, omni-channel connectivity, technology, cybersecurity, supply chain, business development and brand marketing,
• whether the candidate is free of conflicts of interest and has the time required for preparation, active participation, and regular attendance at meetings of the Board and its committees,
• the candidate's roles and contributions to the business community, and
• financial sophistication, including the ability to qualify as "financially literate" under Nasdaq listing standards.

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In assessing candidates, the following criteria shall be met by one or more directors:

• the candidate's ability to qualify as an "audit committee financial expert" under the rules of the Securities and Exchange Commission (the "SEC").

The Board believes that maintaining a diverse membership with varying backgrounds, skills, expertise and other differentiating personal characteristics promotes inclusiveness, enhances the Board's deliberations and enables the Board to better represent all of the Company's constituents. Accordingly, the Board is committed to seeking out highly qualified candidates with diverse backgrounds, skills and experiences, and other unique characteristics, as part of each Board search the Company undertakes.

The Nominating and Corporate Governance Committee shall, in making a recommendation regarding the re-election of an existing member of the Board, consider the director's tenure and make an assessment of the director's past contributions and effectiveness as a Board member and his or her ability to continue to provide future value to the Board. Any director appointed to the Board by the Board to fill a vacancy shall stand for election at the time required under applicable law, generally the next election of the class for which such director has been chosen.

3.3 Service on Other Boards

Without the prior approval of the Board, no director may serve on more than two boards of companies, other than the Company, which are publicly traded. A director who desires to serve on another public company board shall notify the Nominating and Corporate Governance Committee before accepting the appointment to that board and provide information requested by the Nominating and Corporate Governance Committee in order to enable it to determine that the additional directorship does not impair the director's independence or the director's ability to effectively perform his or her duties as a director. Company counsel will report to the Nominating and Corporate Governance Committee his or her advice as to whether the appointment may impair the director's independence or raise other legal issues.

The Nominating and Corporate Governance Committee will consider the commitments of a director or candidate to other board memberships in assessing the individual's suitability for election or re-election to the Board.

3.4 Changes in Professional Responsibility

When a director retires, has a change in employer, or has other significant changes in his or her professional roles and responsibilities, the director should as a matter of course provide advance notice to the Chair of the Nominating and Corporate Governance Committee. The Board, together with the Nominating and Corporate Governance Committee, will evaluate whether the director should resign based on whether he or she continues to satisfy the Board's membership criteria in light of his or her anticipated retirement or new principal occupation or business association.

3.5 Election of Directors

The voting standard for the election of directors shall be as set forth in the Company's Certificate of Incorporation or, if not stated there, in conformity with the By-Laws of the Company.

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3.6 Stockholder Nominations

The Committee shall be responsible for considering any submissions by stockholders of candidates for nomination to the Board, evaluating the persons proposed, and making recommendations with respect thereto to the whole Board.

4. SIZE AND STRUCTURE OF THE BOARD:

The size of the Board shall be fixed from time to time as determined by the Board in accordance with the Company's Certificate of Incorporation or By-laws. It is the sense of the Board that, given the Company's size and the need for Board experience that is helpful to the business of the Company, a Board consisting of seven (7) to ten (10) directors is generally appropriate for the Company's needs, although the size of the Board shall be assessed regularly in light of the Company's needs.

The size of the Board is assessed regularly by the Nominating and Corporate Governance Committee. The Board can increase or decrease the number of directors within the limits required by Delaware law to accommodate the best interests of the Company and its stockholders.

The structure of the Board is assessed annually by the Board in consultation with the Nominating and Corporate Governance Committee, including assessment of whether a classified board structure continues to be appropriate for the Company.

5. DIRECTOR COMPENSATION REVIEW:

The Nominating and Corporate Governance Committee will review annually the director compensation program and recommend any changes to the Board for approval. The Committee will seek, among other factors, a compensation program that aligns the Board with the long-term interests of the Company's stockholders, compensates directors fairly for their work, in line with the Company's overall strategies for risk management, and promotes ownership by the directors of Company stock. The Committee will obtain advice on competitive compensation practices and may retain an outside consultant for this purpose.

6. DIRECTOR TENURE AND BOARD REFRESHMENT:

The Nominating and Corporate Governance Committee considers the participation and contributions of incumbent directors in determining whether to recommend their re-nomination to the Board. In addition, it is the general policy of the Board that non-employee directors shall not stand for re-election to the Board after the earlier of (a) reaching the age of 72, or (b) completing fifteen (15) years of service as a director to the Company. The Board may, in its discretion, waive any of the forgoing limitations to any director if it deems his or her re-nomination to be in the best interests of the Company and its stockholders.

7. DIRECTOR RESPONSIBILITIES:

7.1 General

It is the responsibility of the directors to exercise their business judgment and act in the best interests of the Company and its stockholders. Directors must act ethically at all times and adhere to the applicable provisions of the Company's Code of Business Conduct and Ethics.

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7.2 Understanding of the Company's Business

Directors should become and remain informed about the Company and its business, including, among other things, the principal operational and financial objectives, strategies and plans of the Company, its results of operations and financial condition, the factors that determine the Company's success, and the risks inherent in the Company and its industry and the control processes with respect to such risks.

7.3 Ownership of and Trading in Company Securities

The directors shall adhere to any guidelines established by the Company relating to required ownership of company equity (common stock or common stock equivalents). The Nominating and Corporate Governance Committee of the Board of Directors previously adopted stock ownership guidelines to better align personal and corporate incentives of both officers and directors. These corporate governance guidelines hereby reaffirm that the following persons shall be required to maintain ownership in the amount of company equity indicated below, in the form of common stock or common stock equivalents such as options, restricted stock units or the like:

• CEO/President - six times (6x) base salary
• Executive Vice Presidents - three times (3x) base salary
• Senior Vice Presidents - two times (2x) base salary
• Outside Directors - four times (4x) annual cash retainer

Verification of ownership shall be made annually on the last business day of each fiscal year (the "Measurement Date"). Common stock, restricted stock and restricted or deferred stock units shall be valued based on the closing price of the Company's common stock on the Measurement Date. Unearned performance-based units will not be considered in any calculation of ownership. Stock options shall only be valued if they are "in-the-money" on the Measurement Date and shall be revalued using the Black- Scholes method as if granted on the Measurement Date.

The required ownership must be satisfied within three years of the individual's hiring, promotion, or election, whichever is later. Once the ownership requirement threshold is initially achieved, should the individual's ownership fall below the required level due solely to a price decline in the share price, as opposed to selling of company equity, the individual shall be granted reasonable, additional time to re- achieve the required equity ownership level.

In addition, the directors shall adhere to the Company's policy on trading in securities of the Company and to specific guidance provided by the appropriate Company officers as to periods when directors should refrain from trading in the Company's securities. Annually, each director shall sign the Company's Insider Trading Policy then in effect.

7.4 Conflicts of Interest

In the event that any executive officer of the Company has a conflict of interest or seeks a waiver of any other provision of the Code of Business Conduct and Ethics for which a waiver may be obtained, the officer shall notify the Chairperson of the Board (or Lead Director, if the Chairperson is not independent) or a designated Company officer, who shall arrange for the Nominating and Corporate Governance Committee and the Board to consider the request. The waiver shall be granted only if approved by proclamation or ratification by the Nominating and Corporate Governance Committee and the Board.

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