Mr. Dhanda has served since May 2023, giving him meaningful tenure overlapping the three-year underperformance period; BXC's stock fell roughly 11.5% over three years while the company's own compensation peer group rose a median of 53.2%, a gap of 64.7 percentage points that far exceeds the 20-point policy threshold for companies with negative absolute returns; the five-year check shows a similar 39.5-point gap against the peer median, so the longer track record does not provide the mitigation needed to downgrade this vote to FOR.

Mr. Fennebresque has been a director since 2013 and chairman since 2016, giving him full overlap with the underperformance period; BXC's stock lost roughly 11.5% over three years while the company's own peer group gained a median of 53.2%, a gap of 64.7 percentage points well above the 20-point trigger; the five-year comparison shows a 39.5-point shortfall against peers, confirming this is not a temporary trough, so no mitigation applies.

Mr. Haas has served since August 2022, providing meaningful tenure overlapping the full three-year underperformance window; BXC shares declined about 11.5% while the company's own peer group rose a median of 53.2%, a 64.7-point gap that far exceeds the 20-point policy threshold; the five-year check also shows a 39.5-point peer shortfall, so the longer track record does not provide relief.

Mr. Lewis has been a director since January 2014, giving him full overlap with the underperformance period; BXC's three-year price return of roughly -11.5% compares to a peer median gain of 53.2%, a gap of 64.7 points far above the 20-point trigger for companies with negative absolute returns; the five-year comparison also shows a 39.5-point gap against peers, so no mitigation is warranted.

Mr. Reddy has served as CEO and director since March 2023, giving him tenure that meaningfully overlaps the underperformance period; under policy, executive directors are subject to the same stock performance trigger as all other directors; BXC's stock fell roughly 11.5% over three years while the company's own peers gained a median of 53.2%, a 64.7-point gap well above the 20-point threshold, and the five-year check shows a similar 39.5-point peer shortfall that removes any mitigation.

Mr. Smith has served since May 2017, giving him full overlap with the underperformance period; BXC's stock declined roughly 11.5% over three years against a peer median gain of 53.2%, a 64.7-point gap far above the 20-point policy threshold; the five-year check confirms a 39.5-point peer shortfall, so no mitigation applies.

Ms. Yancey has served since February 2021, providing full overlap with the three-year underperformance window; BXC shares declined about 11.5% over three years while peers gained a median of 53.2%, a gap of 64.7 points that far exceeds the 20-point trigger; the five-year check also shows a 39.5-point peer shortfall, so the longer track record does not provide the mitigation needed to change this vote.

Ms. Zakas has served since August 2022, giving her tenure that meaningfully overlaps the full three-year underperformance period; BXC's stock fell roughly 11.5% while the company's own peer group rose a median of 53.2%, a 64.7-point gap well above the 20-point policy threshold; the five-year check shows a 39.5-point peer shortfall, confirming this is sustained underperformance rather than a temporary trough.