Ms. Bassett has served since November 2019, meaning her full tenure overlaps the period during which Wabash's stock fell 62% while the company's own compensation peer group rose 43% on average — a gap of nearly 105 percentage points, far exceeding the 20-point threshold that triggers an against vote; the 5-year record provides no relief as that gap also exceeds the threshold.

Mr. Boss has served since December 2017, giving him full exposure to the 3-year underperformance period; Wabash's stock is down 62% over three years against a peer group that gained 43%, a 105-point gap that far exceeds the policy threshold, and the 5-year picture is equally poor, so no long-term mitigant applies.

Mr. Broberg joined in September 2022 — more than 24 months before this meeting — so he is subject to the TSR trigger; while he joined partway through the underperformance period, Wabash's 3-year stock loss of 62% against peers that gained 43% (a 105-point gap) is severe enough that even partial tenure overlap warrants an against vote, and the 5-year gap provides no relief.

Mr. Magee has served on the board since 2005 and as independent Chairperson since 2020, placing him squarely at the center of governance accountability during the worst of Wabash's underperformance; the 3-year gap of 105 points versus peers far exceeds the policy threshold, the 5-year record provides no mitigation, and his leadership role makes accountability especially salient.

Ms. Murtlow has served since 2013, giving her full accountability for the 3-year period during which Wabash's stock fell 62% while peers gained 43%; the 105-point gap far exceeds the threshold and the 5-year record — also deeply negative relative to peers — provides no mitigating offset.

Mr. Priyadarshi joined in November 2022, which is more than 24 months before this meeting, so the TSR trigger applies; although he joined during an already-underperforming period (a mitigating factor noted), the severity of the gap — 105 points versus peers over 3 years — is large enough that even partial-tenure board members bear accountability, and the 5-year data does not provide relief.

Mr. Sorensen has served since 2005, giving him full accountability for Wabash's sustained underperformance; the stock is down 62% over three years versus a peer group up 43%, and the 5-year record — a 61-point shortfall versus peers — also exceeds the threshold, leaving no long-term mitigant.

Mr. Taylor has served since August 2019, fully overlapping the 3-year underperformance window; the 105-point gap versus the company's own compensation peer group far exceeds the 20-point threshold for companies with negative absolute returns, and the 5-year gap similarly exceeds the threshold with no mitigant available.

Mr. Yeagy is both CEO and a board director, and under policy he is subject to the same TSR accountability trigger as all other directors; Wabash's stock has fallen 62% over three years while the company's own peer group rose 43%, a 105-point gap that far exceeds the threshold, and this against vote on his directorship is independent of the separate Say on Pay evaluation.