Stanton has served as CEO and director since 2005; ADTN's 3-year stock return of +31.3% trails the peer group median by only 20.9 percentage points, well below the 65-point threshold needed to trigger a vote against for a company with strong positive returns, and no overboarding, attendance, or independence concerns are present.

Huss has served since 2002 and chairs the Audit Committee; the 3-year TSR underperformance versus the peer group (-20.9pp) is well below the 65pp trigger threshold, all attendance requirements were met, and he brings strong financial accounting expertise appropriate for an audit committee chair.

McCray has served since 2017 and holds seats on two other public company boards (Belden and DigitalBridge) plus ADTN, totaling three seats — within the four-board limit; the 3-year TSR gap versus peers does not trigger a vote against, and his telecom and technology operating experience is directly relevant.

Rice has served since 2016; the peer group TSR underperformance does not breach the 65pp threshold for a strong-positive-TSR company, all meetings were attended at or above the 75% threshold, and her legal, compliance, and risk management background is well-suited to her committee roles.

Theodosopoulos joined the board in July 2022 following the business combination; the 3-year TSR underperformance versus peers is only 20.9pp, below the 65pp trigger, attendance requirements were met, and his deep technology equity research and public board experience are highly relevant.

Walker has served since 2014; ADTN's 3-year TSR underperformance versus the peer group median falls well short of the 65pp threshold needed to trigger a vote against, attendance requirements were met, and her 30-plus years of communications industry and CTO experience are directly aligned with the company's business.