Starbucks : Nominating and Corporate Governance Committee Charter

STARBUCKS CORPORATION

NOMINATING AND CORPORATE GOVERNANCE

COMMITTEE CHARTER

Purpose

The Nominating and Corporate Governance Committee (the "Committee") is responsible for providing leadership with respect to the corporate governance of Starbucks Corporation

(the "Company"), advising and making recommendations to the Board of Directors (the "Board") regarding candidates for election as directors of the Company, and addressing any related matters, including any related matters required by the federal securities laws.

Composition

The Committee shall be comprised of at least three (3) members, each of whom shall meet the independence requirements of the Nasdaq Stock Market LLC and applicable laws. Members of the Committee and a Chair of the Committee shall be appointed for such term or terms as the Board may determine or until a member's earlier resignation or death, and may be removed, with or without cause, by the Board. The Board shall appoint a new member or members in the event that there is a vacancy on the Committee that reduces the number of members below three (3), or in the event that the Board determines that the number of members on the Committee should be increased.

Meetings

The Committee shall meet at least four times each fiscal year and may hold additional meetings in person or telephonically as often as may be necessary or appropriate, in the discretion of the Chair of the Committee. As appropriate, the Chair of the Committee will circulate or discuss the agenda for the meeting with each member of the Committee.

Members of the Committee are expected to use all reasonable efforts to attend each meeting. The Chair of the Committee may also request that members of management, legal counsel, accounting or other advisors attend the meetings of the Committee.

Minutes of each meeting shall be prepared under the direction of the Chair of the Committee and circulated to each member of the Committee for review and approval.

Committee Authority and Responsibilities

The specific authority and responsibilities of the Committee shall include, but are not limited to, the following:

1. Sole authority to retain, at the Company's expense, and terminate any search firm or firms to be used to identify director candidates and sole authority to approve any such firm's fees and other retention terms. To reflect the Company's commitment to diversity, in connection with the use of any search firm to identify potential director candidates, the Board will require the search firm to include in its initial list of candidates qualified candidates who reflect diverse backgrounds, including, but not limited to, diversity of race, ethnicity, national origin, gender and sexual orientation.

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1. Retain, at the Company's expense, legal counsel, accounting or other advisors as appropriate to assist in the performance of its duties hereunder and approve the fees and other retention terms of such advisors.
2. Form and delegate responsibilities to subcommittees of the Committee, as may be necessary or appropriate.
3. Determine the skills and qualifications required of directors and develop criteria to be considered in selecting potential candidates for Board membership, taking into account the necessity of composing a board which possesses the collaborative culture, character, skills, experiences and expertise required to attain the Company's goals and its responsibility to select nominees who reflect a diversity of backgrounds and perspectives. Diversity shall be broadly construed to mean a variety of identities, perspectives, personal and professional experiences and backgrounds. This can be represented in both visible and non-visible characteristics that include but are not limited to race, ethnicity, national origin, gender and sexual orientation.
4. Identify and screen candidates to be nominated for future Board membership.
5. Annually evaluate candidates to be nominated to serve on the Board and recommend the slate of nominees to stand for election at the annual meeting of shareholders. In addition, the Committee shall recommend candidates to fill vacancies or new positions on the Board, as necessary or advisable. The full Board of Directors shall approve nominees to stand for election at the annual meeting of shareholders and all new members of the Board; provided, that all such nominees and new members must be selected or recommended by the Committee. Invitations to join the Board shall be extended to candidates by the Chair of the Board and the Chair of the Committee.
6. Recommend to the Board on a biennial basis a director for election by the Board as Chair of the Board and, if one or more Vice Chairs are to be elected by the Board, recommend to the Board directors to serve as Vice Chairs.
7. Consider any nominations of director candidates validly made by the shareholders in accordance with applicable law, rule or regulation.
8. Review and make recommendations to the Board with respect to proposals properly presented by shareholders for inclusion in the Company's annual proxy statement. The Committee may, as appropriate in light of the proposal's subject matter, refer any proposal to any other committee of the Board for purposes of review and recommendations.
9. Annually recommend to the Board for approval the appointment of directors to Board committees and the selection of a chair for each Board committee. In addition, the Committee shall recommend to the Board candidates to fill vacancies or new positions on the Board committees, as necessary or advisable. Review and make recommendations to the Board concerning any removal of committee members for each Board committee.
10. If the Chair of the Board is not an independent director, the Committee shall (i) biennially recommend to the independent directors for their selection the lead independent director who will preside at all meetings of the independent directors for the next two years and until his or

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her successor is duly selected, and (ii) shall recommend to the independent directors for their selection candidates to fill a vacancy in the role of lead independent director.

1. Annually review the Company's Corporate Governance Principles and Practices in light of changing conditions and shareholders' interests and make recommendations to the full Board of Directors regarding appropriate modifications. Monitor compliance with the Corporate Governance Principles and Practices.
2. Annually assess the evaluation process for the overall effectiveness of the organization of the Board (including the effectiveness of the committees) and the Board's (and committees') performance of its respective governance responsibilities and report such findings to the full Board.
3. Annually review the type and amount of Board compensation for non-employee directors and committee members, as appropriate, in relation to other comparable companies, and make recommendations to the full Board regarding such compensation.
4. Adopt and implement a policy or policies, as appropriate, governing service on the Board of Directors of other companies, charities and institutions applicable to members of the Board of Directors and officers of the Company holding a position of senior vice president or above.
5. Annually review the Company's corporate political contributions and expenditures to ensure alignment with Company policies and values.
6. Annually review and assess the effectiveness of the Company's environmental and social responsibility policies, goals and programs through the annual Global Social Impact Performance Report, and make recommendations as deemed appropriate based on such review and assessment.
7. The Chair of the Committee, together with the Chair of the Board (or, if not independent, the lead independent director), the Chair of the Compensation and Management Development Committee, and the chief executive officer, annually reviews chief executive officer succession planning with the Board.
8. Review and assess the adequacy of this Charter annually, or more often as circumstances dictate, and recommend any proposed changes to the Charter to the Board for approval.
9. Annually evaluate and take steps to improve the effectiveness of the Committee in meeting its responsibilities under this Charter.

This Charter is intended to provide a set of flexible guidelines for the effective functioning of the Committee. The Committee may recommend to the Board proposed changes to this Charter and the authority and responsibilities of the Committee set forth herein at any time.

Revision History:

amended September 29, 2020

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