Messina has served as CEO and director since October 2018; ONIT's 3-year return of +55.9% trails the peer group median of +77.1% by only 21.2 percentage points, well below the 50-percentage-point threshold required to trigger a vote against at this positive absolute return level, so no TSR concern fires.

Bowers has served since May 2015 and brings deep accounting expertise (CPA, former Coopers & Lybrand partner) relevant to his Audit Committee Chair role; the TSR underperformance gap of 21.2pp versus the peer median does not meet the 50pp trigger, all attendance requirements were met, and he holds no more than three other public board seats.

Busquet has served since January 2016 and contributes deep risk management and financial services experience as Compensation Committee Chair; the 3-year TSR gap of 21.2pp below the peer median is well under the 50pp trigger, attendance requirements were met, and his outside board affiliations do not raise overboarding concerns.

Merkle joined in April 2024, which is less than 24 months before the 2026 annual meeting, making her exempt from the TSR trigger under the new-director rule; she brings directly relevant industry experience as former CEO of NMI Holdings.

Morris joined in January 2026, well within the 24-month new-director exemption from the TSR trigger; she brings digital, marketing, and public company board experience that complements the board's existing skill set.

Stein has served since February 2019 and serves as Lead Independent Director; the 3-year TSR underperformance gap of 21.2pp versus the peer median is far below the 50pp trigger, attendance requirements were met, and he holds one outside public board seat (Dime Community Bancshares), which is well within limits.

Welborn joined in October 2025, less than 24 months before the meeting, qualifying for the new-director TSR exemption; he contributes technology and data analytics expertise that addresses an identified gap in the board's skill matrix.