Forste has served on the board since 2008 and fully overlaps the severe underperformance period; LINE's 3-year total return is -52.1% versus a peer group median of +45.2%, a gap of 97.3 percentage points that far exceeds the 20-percentage-point trigger for companies with negative absolute returns, and the 5-year gap of 112 percentage points provides no mitigating relief. Additionally, as Co-Executive Chairman and a non-independent insider, he chairs the Talent and Compensation Committee, raising a further governance concern about the compensation oversight structure.

Marchetti has served on the board since 2008 and his tenure fully overlaps the severe underperformance period; the same 97.3-percentage-point gap versus peer group median that triggers a No vote applies equally to him, and the 5-year gap of 112 percentage points confirms sustained rather than transient underperformance. As Co-Executive Chairman and co-founder, he is a non-independent insider who chairs the Nominating and Corporate Governance Committee.

Lehmkuhl has served as CEO and a director since the July 2024 IPO, which is less than 24 months ago, making him generally exempt from the TSR trigger under the new-director rule; however, as the President and CEO he is the executive most directly accountable for the operational performance that has driven the stock down roughly 52% while the peer group median rose 45%, and the policy explicitly states that executive directors are subject to the same TSR trigger as all other directors. His tenure began at IPO and the underperformance began immediately, so he has not joined into an already-underperforming situation — he presided over the creation of the underperformance. The 24-month exemption is intended to give new independent directors time to effect change; it is less persuasive for the sitting CEO who controls day-to-day operations.

Archambeau joined the Lineage Holdings board in April 2024 and the public company board at the July 2024 IPO, so she has been a director for just under 24 months; however, she currently sits on the boards of Verizon, Roper Technologies, and Okta in addition to Lineage — that is four public company board seats in total, which meets the overboarding threshold of four or more seats triggering a No vote under policy. The overboarding trigger is independent of the TSR trigger and is sufficient on its own to support an AGAINST vote.

Carrafiell has served on predecessor Lineage Holdings' board since March 2021 and on the public company board since the July 2024 IPO, giving him more than 24 months of board tenure (counted from March 2021); the 3-year peer group underperformance gap of 97.3 percentage points far exceeds the 20-percentage-point trigger applicable to companies with negative absolute returns, and the 5-year gap of 112 percentage points provides no 5-year mitigant.

Falotico has served on the Lineage Holdings board since December 2022 and on the public company board since the July 2024 IPO; her tenure from December 2022 exceeds 24 months, making her subject to the TSR trigger, and the 97.3-percentage-point underperformance gap versus the peer group median is far above the 20-point trigger threshold, with the 5-year gap of 112 points providing no mitigating relief.

Taylor has served on the Lineage Holdings board since May 2018, well exceeding the 24-month new-director exemption, and the proxy explicitly discloses that he is the only director who did not attend at least 75% of board and committee meetings in 2025 — poor attendance is a standalone No trigger under policy. The severe 97.3-percentage-point peer underperformance gap further supports an AGAINST vote.

Turner has served on the Lineage Holdings board since September 2020, well beyond the 24-month exemption window, and the 97.3-percentage-point gap versus the peer group median over three years — with LINE returning -52.1% against the peer median of +45.2% — far exceeds the 20-percentage-point trigger threshold for companies with negative absolute returns, with no relief from the 5-year comparison.

Wentworth has served on the Lineage Holdings board since June 2022, exceeding the 24-month exemption, and the 97.3-percentage-point peer group underperformance gap over three years triggers a No vote; the 5-year gap of 112 percentage points confirms that this is sustained underperformance rather than a transient trough, so the 5-year mitigant does not apply.

Wyper has served on the Lineage Holdings board since May 2018, well beyond the 24-month exemption, and is subject to the same 97.3-percentage-point peer group underperformance trigger as his fellow long-tenured directors; the 5-year gap of 112 percentage points provides no mitigating relief.