As CEO and Chairman since the company's 2021 listing, Mr. Barcelo has been on the board throughout the full period of severe stock underperformance — the company's 3-year price return of -5.0% trails the XLI industrials ETF benchmark by 84 percentage points, far exceeding the 30-percentage-point trigger threshold for companies with negative absolute returns; the 5-year return of -29.6% similarly underperforms XLI, so the longer-term mitigant does not rescue the vote; additionally, Mr. Barcelo's son was hired into an escalating compensation arrangement, raising a familial-relationship governance concern.

Mr. Anderson joined the board in November 2024, approximately 19 months before the June 2026 meeting date, which falls within the 24-month new-director exemption under our policy; therefore, although the company's severe TSR underperformance relative to XLI would otherwise trigger an AGAINST vote, Mr. Anderson is exempt from the TSR trigger and receives a FOR vote on that basis — however, he chairs the Audit and Risk Committee during a period when the company disclosed two separate material weaknesses in internal controls, which is a negative governance signal, but the policy does not prescribe an automatic AGAINST solely for that; on balance, the new-director exemption governs and the vote is FOR.

Mr. Kantor joined the board in April 2024, approximately 26 months before the June 2026 meeting, which is just outside the 24-month new-director exemption; while his tenure covers less than half of the 3-year underperformance measurement period, the policy requires flagging directors in this range, and the magnitude of underperformance (-84 percentage points versus XLI) is so severe that even partial-period accountability is warranted; additionally, his sister-in-law served in a senior paid role at the company during his tenure, raising a familial-relationship concern under our policy.

Mr. Manners joined the board in April 2024, approximately 26 months before the June 2026 meeting, placing him just outside the 24-month new-director exemption; the company's 3-year price return of -5.0% underperforms the XLI industrials ETF by 84 percentage points, far exceeding the 30-percentage-point threshold applicable to companies with negative absolute returns; similar to Mr. Kantor, his tenure covers less than half the full measurement period, but the severity of underperformance and the absence of a 5-year mitigant (5-year return also deeply negative) warrants an AGAINST.

Mr. Matrai has served since the company's 2021 listing and is therefore accountable for the full period of severe underperformance against XLI (-84 percentage points, far exceeding the 30-point trigger threshold); additionally, he receives $30,000 per month in consulting fees from the company while serving as a director — a significant financial relationship that raises serious questions about independence and the governance quality of the board's related-party oversight; the 5-year TSR is also deeply negative, so the mitigant does not apply.

Dr. Steingart has served since January 2023, meaning his tenure overlaps with the large majority of the 3-year measurement period during which the company's stock fell -5.0% while XLI rose 79.0%, a gap of 84 percentage points that far exceeds the 30-point threshold; the 5-year price return of -29.6% also underperforms XLI over the longer horizon, so the 5-year mitigant does not apply; no overboarding or attendance concerns are identified, but the TSR trigger governs.

Ms. Strine joined the board in November 2023, giving her tenure of approximately 31 months that covers well over half of the 3-year TSR measurement window during which the company lagged XLI by 84 percentage points; the 5-year return is also deeply negative relative to XLI, so the longer-term mitigant does not apply; while her qualifications are strong and she chairs the Nominating and Corporate Governance Committee, the policy requires an AGAINST vote for directors whose tenure meaningfully overlaps with this level of underperformance.