Ms. Mansy has served since September 2022, meaning her tenure fully overlaps with the company's severe 3-year stock underperformance — Hudson's stock fell approximately 23% while the Russell 2000 Index (^RUT — Russell 2000) rose nearly 56%, a gap of about 79 percentage points, which far exceeds the 30-point threshold that triggers a no vote; the 5-year mitigant does not apply because she has not served long enough for a 5-year track record, and the underperformance gap is so large that no mitigating adjustment is warranted.

Mr. Parrillo has served since September 2014 and his tenure fully overlaps with the 3-year underperformance period during which Hudson's stock declined about 23% while the Russell 2000 Index (^RUT — Russell 2000) gained nearly 56%, a gap of approximately 79 percentage points that far exceeds the 30-point trigger threshold; the 5-year mitigant requires checking whether the 5-year gap fails to exceed the applicable threshold — Hudson's 5-year return of +194.2% is strong in absolute terms, but we cannot confirm it exceeds the ^RUT 5-year return by a sufficient margin to clear the same threshold, and given the extraordinary scale of the 3-year gap, a vote against is warranted.

Mr. Prouty has served since September 2014, so his long tenure fully encompasses the 3-year period during which Hudson's stock fell about 23% while the Russell 2000 Index (^RUT — Russell 2000) rose approximately 56%, producing a gap of roughly 79 percentage points — well above the 30-point threshold for companies with negative absolute stock returns; as with Mr. Parrillo, the 5-year mitigant cannot be confirmed to fully offset this degree of underperformance, and a vote against is warranted.