Independent director with strong financial and audit expertise; no overboarding, attendance, or TSR trigger concerns — WBD's 3-year return of +114.9% outperforms the peer group median by +71.8pp, well below the 65pp threshold needed to trigger a concern for strong-positive-TSR companies.

Independent director with relevant macroeconomic, regulatory, and technology expertise; no overboarding, attendance, or TSR trigger concerns apply.

Independent director with deep media/entertainment M&A and investment banking experience; holds two public board seats (Liberty Latin America and Liberty Global), within the four-seat limit; no TSR or other policy triggers apply.

Independent director with strong media executive experience; her daughter is employed by WBD as a writer/producer at WGA scale, which is disclosed and arm's-length — this is a lower-level employment relationship rather than proximity to top management, so it does not trigger the familial-relationship No vote under policy; no TSR or other hard triggers apply.

Director since 2025 (joined February 1, 2025), well within the 24-month new-director exemption from the TSR trigger; relevant digital/media transformation experience; no other policy concerns identified.

Director since June 2, 2025, well within the 24-month new-director exemption from the TSR trigger; strong technology investment and digital growth expertise; no other policy concerns identified.

Independent director with two-decade track record as a media/content CEO; no public board seats outside WBD listed as current; no TSR or other policy triggers apply.

Independent director with strong CFO and cybersecurity background; related-party transaction with Wiz (where he serves as president/CFO) is disclosed and approved as arm's-length; no overboarding or TSR triggers apply.

Director since January 8, 2025, well within the 24-month new-director exemption; active public company CEO with relevant digital/fintech expertise; holds two outside public board seats (SoFi and Franklin Resources) — as a sitting CEO, the policy limit is two outside seats, and he holds exactly two, so no overboarding trigger fires.

Independent Audit Committee Chair with extensive CFO and CPA credentials; holds three outside public board seats (Mondelez, Bristol Myers Squibb, Accenture), within the four-seat limit for non-executive directors; no TSR or other policy triggers apply.

Independent director with deep media/legal expertise and institutional knowledge from prior Discovery board service; holds two outside public board seats (Liberty Latin America and Liberty Global), within limits; no TSR or other policy triggers apply.

Independent director with venture capital and media investment expertise; holds one outside public board seat (Franklin Resources); no TSR or other policy triggers apply.

Executive director (CEO); subject to the same TSR trigger as all other directors — WBD's 3-year return of +114.9% outperforms the disclosed peer group median by +71.8pp, which does not exceed the 65pp threshold required to trigger a No vote for companies with strong positive absolute TSR; holds two outside public board seats (Grupo Televisa and Sirius XM), which equals the two-seat limit for sitting CEOs and does not breach the policy threshold; the familial relationship (daughter employed as CNN producer at market-rate compensation) is a lower-level employment relationship and does not trigger the policy's familial-relationship concern.