Mr. Wang has served as CEO and director since 2017, and HGV's stock has lost 3.7% over three years while the broader consumer cyclical sector (XLY) gained 63.6% — a gap of more than 67 percentage points, well above the 30-point threshold that triggers an AGAINST vote; the 5-year check does not cure this because the 5-year absolute return of 8.3% falls in the 0-20% tier, and the 5-year gap versus XLY also exceeds the 50-point ETF fallback threshold, confirming sustained underperformance rather than a temporary dip.

Mr. Potter has been on the board since 2017 and the same sustained TSR underperformance that triggered the AGAINST vote on Mr. Wang applies here in full; additionally, he simultaneously serves on four public company boards (HGV, VSNT, SLRC, and SSSS), which meets the overboarding threshold of four or more public board seats under the voting policy.

Ms. Bacon has served on the board since 2017, giving her full overlap with the three-year underperformance period; HGV's stock return of -3.7% versus the sector benchmark's +63.6% exceeds the 30-point trigger threshold by a wide margin, and the 5-year check does not remedy this given the 5-year gap also exceeds the applicable ETF fallback threshold.

Mr. Lazarus has been a director since 2017 with full overlap across the underperformance period, and the same wide TSR gap versus the sector benchmark that drives AGAINST votes on the longer-tenured directors applies equally to him; no other mitigating factors are present.

Ms. Patsley has served on the board since 2016, giving her the longest tenure overlap with the underperformance period; the stock's -3.7% three-year return versus the sector's +63.6% far exceeds the 30-point trigger, and the five-year absolute return of 8.3% (0-20% tier) combined with a five-year ETF gap that also exceeds the 50-point threshold confirms the underperformance is not a short-term anomaly.

Mr. Sambur joined the board in August 2021 (more than 24 months ago), so he is subject to the TSR trigger; his tenure covers essentially the entire three-year measurement period, and the -67.3 percentage point gap versus the sector ETF far exceeds the 30-point threshold, with the five-year check also failing to cure the result.

Mr. Whetsell has served on the board since 2017 and carries full overlap with the three-year underperformance window; the same TSR trigger that applies to the other long-tenured directors fires here, and the five-year check does not provide relief given the continued underperformance on the five-year lookback as well.