Director since 2019 with strong energy industry credentials; TXNM's 3-year return of +34.7% outperforms the peer median (+25.1%) by +9.6pp, well below the 65pp threshold required to trigger an against vote, and no overboarding or attendance concerns are present — she holds two other public board seats (EQT, Occidental), which is within the four-seat limit for non-executive directors.

Lead Director since 2021 with extensive regulated-industry leadership experience; TXNM's 3-year relative TSR versus the peer group does not trigger a no vote (gap is +9.6pp in TXNM's favor, far below the 65pp threshold), and all attendance and independence standards are met.

Executive Chairman and longtime director with deep utility industry expertise; as a company officer and director she is subject to the same TSR test, but TXNM's strong positive 3-year absolute return (+34.7%) and outperformance versus the peer group median (+9.6pp) mean the TSR trigger does not apply, and no other policy flags are present.

Director since 2014 with extensive utility and energy industry experience; TXNM's 3-year TSR outperforms the peer group median, so the TSR trigger does not fire, and all attendance and independence requirements are satisfied.

Director since 2015 with strong technology, nuclear energy, and risk management background; the TSR performance test does not trigger a no vote given TXNM's positive relative TSR versus peers, and there are no overboarding or attendance concerns.

Director since 2019 with deep renewable energy and finance experience; TXNM's peer-relative TSR gap of +9.6pp in TXNM's favor is far below the 65pp threshold required to trigger a no vote, and he holds two public board seats (Alcoa, TPI Composites) which is within the four-seat limit.

Director since 2024 — joined fewer than 24 months before this meeting — and is therefore exempt from the TSR trigger under the 24-month new-director exemption; his commercial real estate and community banking background provides relevant financial and community expertise.

Director since 2024 and exempt from the TSR trigger as a director who joined within the past 24 months; her extensive regulated-industry leadership experience in healthcare and community engagement are relevant qualifications for a utility board.

Director since 2014 and Audit Committee Chair with strong financial expertise as a former public company CFO; TXNM's TSR outperformance versus peers means the TSR trigger does not apply, and all independence and attendance standards are met.

President and CEO since July 2025 and director since 2024 — joined fewer than 24 months before this meeting and is therefore exempt from the TSR trigger; his 30-plus years of energy utility experience, including prior roles as CFO and CIO of TXNM, make him well-qualified to serve as both CEO and director.