Long-tenured director (since 2014) with deep energy industry and CEO experience; no overboarding (1 outside board); DNOW's 3-year stock gain of 28.4% is strong positive, and the gap to the peer median (-59.8pp) does not exceed the 65pp threshold required to trigger an against vote.

Director since 2014 with relevant energy, accounting (CPA), and ESG experience; no overboarding (1 outside board); the TSR underperformance gap of -59.8pp versus peers does not clear the 65pp threshold required for a against vote.

CEO and director since 2020 with 37 years of company experience; as an executive director he is subject to the same TSR trigger, but the -59.8pp peer gap does not exceed the 65pp strong-positive threshold; vote on Say on Pay is evaluated separately.

Director since 2014 with 45+ years of oilfield services experience at Halliburton; no overboarding; the -59.8pp peer TSR gap is below the 65pp trigger threshold.

Director since 2017 with extensive oil and gas equipment and industrial markets leadership; no overboarding; the -59.8pp peer TSR gap does not reach the 65pp trigger threshold.

Joined the board in November 2025 (less than 24 months ago) following the MRC Global acquisition, making him exempt from the TSR trigger under the new-director rule; brings relevant CEO and energy industry experience.

Director since 2023 with capital markets, cybersecurity, and sustainability expertise; holds 2 outside board seats (below the 4-seat overboarding threshold); the -59.8pp peer TSR gap does not exceed the 65pp trigger threshold.

Joined the board in November 2025 (less than 24 months ago) following the MRC Global acquisition, making him exempt from the TSR trigger under the new-director rule; brings relevant CFO and distribution industry experience from W.W. Grainger.

Director since 2021 with executive compensation and human capital expertise; no overboarding (1 outside board); the -59.8pp peer TSR gap does not exceed the 65pp trigger threshold.