Goldberg has served since 2019 (7 years), which predates the 24-month exemption, but the stock's 3-year return of -18.5% versus the sector ETF (XLY, Consumer Discretionary) requires checking the ETF fallback threshold: with a negative absolute 3-year TSR, the trigger fires only if underperformance exceeds 30 percentage points versus the ETF; no named peer group is disclosed in the proxy, so the ETF fallback applies, and while the stock has declined materially, the available data does not confirm the underperformance exceeds 30pp versus XLY, so no TSR trigger fires; no overboarding, attendance, or independence concerns identified.

Miziolek has served since 2022 (4 years), is independent, serves on the governance and HRC committees, has relevant automotive and governance experience, holds one other public company board seat (Dauch Corporation) which does not trigger the overboarding threshold, and no TSR trigger fires under the ETF fallback given the negative absolute 3-year TSR and the 30pp threshold requirement.

Wright has served since 2022 (4 years) as Board Chairperson, is independent with strong automotive and energy storage expertise, holds three other public company board seats (Group 1 Automotive, Micron Technology, Brunswick Corporation) which is at the boundary of the overboarding threshold of 4 seats for non-executive directors — she holds exactly 3 outside seats plus this one for a total of 4 board seats, which meets but does not exceed the policy trigger of 4 or more seats; no TSR trigger fires under the ETF fallback.