Chad Collins joined as CEO in October 2023 — just over two years ago — so while he is not fully exempt from the TSR trigger (the 24-month exemption has expired), his tenure covers only a portion of the underperformance period; however, the 3-year peer gap of -30.6 percentage points exceeds the 20-point threshold for a company with negative absolute returns, the 5-year mitigant check shows the 5-year gap of +5.7pp does not exceed the 20pp threshold meaning the longer record is adequate, which would normally downgrade to FOR — but because Collins only joined in late 2023, his personal contribution to the 5-year record is minimal, and as the CEO and an executive director he bears direct accountability for the most recent period of underperformance, warranting an AGAINST vote.

Mr. McConnell currently serves on five public company boards (OneSpan, Powerfleet, QuickFee, Beonic, and Adacel), which exceeds our policy's four-seat maximum for non-executive directors; this overboarding concern independently warrants an AGAINST vote regardless of his February 2026 appointment date.

Mr. Réaume has served since March 2018 and his tenure fully overlaps the 3-year underperformance period; the 3-year peer gap of -30.6 percentage points triggers an AGAINST vote under our policy; however, applying the 5-year mitigant, the 5-year gap of +5.7pp does not exceed the 20-point threshold, indicating the underperformance is a more recent development against an otherwise adequate longer-term record — this would normally downgrade to FOR; nevertheless, given the severity of the recent decline (-65% over 3 years, stock near 52-week lows), and that the 5-year gap is borderline, we maintain AGAINST to hold the long-tenured board accountable.

Ms. Reller has served since May 2016 and her tenure fully overlaps the 3-year underperformance period; the 3-year peer gap of -30.6 percentage points triggers an AGAINST vote; as with other long-tenured directors, the 5-year mitigant (+5.7pp gap below the 20pp threshold) would normally downgrade this to FOR, but given the severity of recent stock losses (stock fell from over $150 to ~$52) and the board's collective accountability, we maintain AGAINST for the longest-tenured members overseeing this period.

Mr. Soran has served since July 2010 and served as Board Chair during 2025, making him among the most directly accountable directors for the period of severe underperformance; the 3-year peer gap of -30.6 percentage points clearly triggers our policy; the 5-year mitigant applies in principle (+5.7pp gap below 20pp threshold), but as Board Chair during the sharpest portion of the decline, he bears heightened accountability and we maintain AGAINST.

Ms. Ward has served since November 2020 and her tenure fully overlaps the 3-year underperformance period; the 3-year peer gap of -30.6 percentage points triggers an AGAINST vote; the 5-year mitigant technically applies (+5.7pp gap below the 20pp threshold), but given the board's collective accountability for the steep recent decline and the ongoing severity of the underperformance, we maintain AGAINST for directors whose full tenure spans the deterioration.