Marten's stock has lost about 41% over the past three years while the Industrials sector ETF (XLI) gained 78%, a gap of nearly 119 percentage points — far exceeding the 30-point trigger for negative-TSR companies; the 5-year check does not rescue the vote because the 5-year stock return is also negative (-23%) and the gap versus XLI over five years similarly exceeds the threshold, confirming sustained underperformance rather than a brief trough; as a director since 1980 and the current CEO, Mr. Marten bears full accountability for this record.

Mr. Hagness has served on the board since 1991, giving him full overlap with the three-year and five-year underperformance periods; the stock's 41% three-year loss against a nearly 119-point gap to XLI triggers the policy threshold, and the 5-year return is also negative with a gap that exceeds the applicable threshold, so the 5-year mitigant does not apply.

Mr. Bauer has served since 1997 and has full tenure overlap with the underperformance period; the same 119-point three-year TSR gap versus XLI triggers the policy, and the 5-year check also fails, leaving no mitigant to downgrade the vote.

Mr. Demorest has served since 2007 and has full overlap with both the three-year and five-year underperformance periods; the TSR trigger fires on both time horizons at thresholds well exceeding the policy limits.

Mr. Booth has served since 2015 and his tenure fully overlaps with both the three-year and five-year underperformance windows; the policy TSR trigger fires on both measures with gaps far exceeding the applicable thresholds.

Ms. Iverson joined in March 2020, which is more than 24 months ago and gives her substantial overlap with the underperformance period (approximately 4 of the 5 underperformance years); the three-year TSR trigger fires with a 119-point gap versus XLI, and the 5-year check also fails, so the vote remains AGAINST.