Mayville Engineering : Compensation Committee Charter

MAYVILLE ENGINEERING COMPANY, INC.

Compensation Committee Charter

Restated by the Board of Directors on December 3, 2020.

The Compensation Committee, as a standing committee of the Board of Directors (the "Board") of Mayville Engineering Company, Inc. (the "Company"), has the purpose, authority and responsibilities set forth in this Charter.

Purpose

The purpose of the Compensation Committee is to assist the Board in discharging the Board's responsibilities relating to compensation of the Company's executive officers and administer the Company's incentive and equity compensation plans, as well as to provide oversight of the policies and practices relating to employee relations and human resource activities.

In doing so, the Compensation Committee shall approve the compensation of the Company's executive officers, including the Chief Executive Officer ("CEO"). The Compensation Committee shall, once the Company becomes subject to, or otherwise determines to comply with, the Securities and Exchange Commission ("SEC") disclosure requirements relating to compensation discussion and analysis, oversee the preparation of a "compensation discussion and analysis" and a related "compensation committee report" for inclusion in the Company's annual proxy statement and annual report on Form 10-K, in accordance with the rules of the SEC. In addition, the Compensation Committee shall provide oversight of the design of all Company retirement and health and welfare plan programs and human resource management practices and policies such as hiring and retention, performance management programs, diversity policies and practice, leadership development, and manager succession planning.

Composition

The Compensation Committee shall be composed of three or more members, including the chair, all of whom shall (i) meet the independence requirements of the New York Stock Exchange, including the additional independence requirements specific to compensation committee members as set forth in applicable New York Stock Exchange listing standards, and the director independence standards adopted by the Board and (ii) be a "non-employee director" for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended, in each case as and when necessary.

When considering the sources of a director's compensation in determining his or her independence for purposes of Compensation Committee service, the Board should consider whether the director receives compensation from any person or entity that would impair his or her ability to make independent judgments about the Company's executive compensation. Similarly, when considering any affiliate relationship a director has with the Company, a subsidiary of the Company, or an affiliate of a subsidiary of the Company, in determining the director's independence for purposes of Compensation Committee service, the Board should consider whether the affiliate relationship places the director under the direct or indirect control of the

Company or its senior management, or creates a direct relationship between the director and members of senior management, in each case of a nature that would impair the director's ability to make independent judgments about the Company's executive compensation.

The Board will appoint the members of the Compensation Committee, and will select the chair, annually at the Board meeting following the annual shareholders' meeting, or as necessary to fill vacancies, on the recommendation of the Company's Nominating and Corporate Governance Committee. In the event that the Compensation Committee chair is unable to serve as chair for a specific meeting, he or she shall designate one of the Compensation Committee members to preside. Members of the Compensation Committee may be removed only by the affirmative vote of a majority of the Board.

Authority and Responsibilities

In carrying out its purpose, the Compensation Committee shall have the authority and responsibilities described below. The Compensation Committee may establish policies and procedures governing the exercise of its authority and performance of its responsibilities.

Establishment and Communication of Compensation Strategy

The Compensation Committee shall determine and approve a compensation strategy designed to attract and retain executive talent and motivate executive officers to improve their performance and the financial performance of the Company. The Compensation Committee shall have the authority to determine or, in the case of equity awards, recommend to the Board the forms and amount of compensation appropriate to achieve its strategic objectives, including salary, bonus, incentive or performance-based compensation, equity awards and other benefits. The Compensation Committee should review its compensation strategy at least annually to assure that it supports the Company's objectives and shareholders' interests and that executives are being rewarded in a manner that is consistent with the Compensation Committee's strategy.

CEO Compensation

At least annually, the Compensation Committee should review and approve corporate goals and objectives relevant to the CEO's compensation and evaluate the CEO's performance in light of those goals and objectives. Based on this evaluation, the Compensation Committee should make and annually review decisions regarding (i) the CEO's salary, (ii) the extent to which any performance-based bonus award was earned, (iii) the CEO's bonus opportunity for the next fiscal year, and (iv) any other matter relating to the CEO's compensation that the Compensation Committee considers appropriate.

• In determining the appropriate compensation package for the CEO, the Compensation Committee should compare his or her performance with the corporate goals and objectives relevant to his or her compensation, consider the total compensation of CEOs at comparable companies and take into account such other factors and circumstances that the Compensation Committee believes are necessary or appropriate.

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• In determining or recommending to the Board the equity grants and in determining other long-term compensation (if any) given to the CEO, the Compensation Committee should consider the Company's performance and relative shareholder return, the value of similar incentive awards to CEOs at comparable companies, the equity grants and other long-term compensation given to the CEO in past years and such other factors and circumstances that the Compensation Committee believes are necessary or appropriate.
• In determining or, with respect to equity grants, recommending to the Board the appropriateness of any element of the CEO's compensation, the Compensation Committee should take into account the CEO's total compensation, including realized and unrealized gains on prior equity grants, the size of any prior equity grants, earnings on any deferred compensation, the value of any perquisites, the actuarial value of pension or retirement plans and the value of any potential severance or change-in-control payments.

Other Executive Officers

The Compensation Committee should annually review and approve the corporate goals and objectives relevant to the compensation of the Company's other executive officers, which need not be the same for each person. In light of these goals and objectives, the Compensation Committee should make and annually review decisions regarding (i) salary, (ii) the extent to which any performance-based bonus awards were earned, (iii) the bonus opportunity for the following year, (iv) long-term incentive opportunities for upcoming periods and (v) any other matter relating to the compensation that the Compensation Committee considers appropriate.

In determining or, with respect to equity awards, recommending to the Board compensation and benefits to other executive officers, the Compensation Committee may review the individual's job description, the recommendations of the CEO, compensation and benefits being provided to employees in comparable positions at companies with which the Company is competing for executive talent, the individual executive officer's experience, responsibilities and performance, and such other factors and circumstances the Compensation Committee believes are appropriate.

The Compensation Committee shall also provide oversight of management's decisions concerning the performance and compensation of other company officers and key employees.

Oversight of Equity Compensation Plans

The Compensation Committee should review at least annually all equity-based compensation plans and arrangements, shareholder dilution, overhang, annual run rate, and the number of shares remaining available for issuance under those plans and arrangements, and make recommendations to the Board regarding the need to amend existing plans or adopt new ones for the purpose of implementing the Compensation Committee's strategy regarding long-term and equity-based compensation. The Compensation Committee shall share with the Board the full authority of the Board to administer the Company's equity compensation plans.

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Approval of Equity Grants

The Compensation Committee shall share with the Board the authority to approve grants of stock, stock options, stock appreciation rights, stock purchase rights and similar awards to individuals eligible to receive such grants under the Company's equity compensation plans, to approve the forms of agreement evidencing such grants, and to interpret and amend such agreements within the terms of the plans. Additionally, the Compensation Committee shall have the authority to determine stock ownership guidelines for the Company's Chief Executive Officer, other executive officers and non-employee directors and monitor compliance therewith.

Oversight of Other Compensation Plans

The Compensation Committee should administer, periodically review and approve significant changes to the Company's other long- and short-term incentive compensation plans. In administering such plans, the Compensation Committee may:

• Determine overall scope of participation in the incentive plans and which executive officers shall participate in the plans,
• Determine the overall scope and weighting of performance measures and target award levels under the plans, and
• Determine the aggregate incentive compensation awards for all participants in the plans as a group.

Compensation Risk Assessment

The Compensation Committee shall monitor and evaluate matters relating to the compensation and benefits structure of the Company as the Compensation Committee deems appropriate, including evaluating whether the risks arising from the Company's compensation policies and practices for its employees would be reasonably likely to have a material adverse effect on the Company.

Perquisites

The Compensation Committee should review at least annually the form and amount of any perquisites paid or made available to the Company's executive officers and should determine the appropriateness of the nature and extent of executive officers' use of such perquisites.

Deferred Compensation

The Compensation Committee should review and approve the terms on which any compensation earned by or otherwise payable to executive officers may be deferred.

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