Mr. Webb has served as Executive Chairman since the September 2025 merger and as Chairman of Mechanics Bank since 2015, giving him meaningful tenure overlap with the company's severe 3-year underperformance of 68.7 percentage points below the QABA community bank index (threshold is 30pp for companies with negative absolute returns); the 5-year picture is even worse at -59.9%, so the 5-year mitigant does not rescue this vote.

Mr. Downer has served on the Mechanics Bank board since 2003 and joins the parent company board after the merger, giving him long tenure overlapping the company's devastating underperformance of 68.7 percentage points below the QABA community bank index over three years — well above the 30pp trigger for companies with negative total returns; additionally, his brother Douglas Downer also serves on the same board, raising a familial concentration concern.

Ms. Cochran has served on the Mechanics Bank board since 2007 and joins the parent company board after the September 2025 merger, with long tenure that overlaps the period of severe underperformance of 68.7 percentage points below the QABA community bank index — far exceeding the 30pp threshold for companies with negative 3-year returns — and the 5-year record confirms this is not a temporary dip.

Ms. Crowe has served on the Mechanics Bank board since 2013 and joins the parent company board after the September 2025 merger, giving her substantial tenure overlap with the company's 68.7 percentage point underperformance relative to the QABA community bank index — well above the 30pp trigger — and the 5-year return of -59.9% confirms the underperformance is sustained rather than transient.

Mr. Downer has served on the Mechanics Bank board since 2013 and joins the parent company board after the merger, with long tenure overlapping severe underperformance of 68.7 percentage points below the QABA community bank index — far above the 30pp trigger — and the 5-year record of -59.9% shows no recovery; his brother E. Michael Downer also sits on the same board, creating a familial concentration concern.

Mr. Russell has served on the Mechanics Bank board since 2015 with tenure that fully overlaps the company's 68.7 percentage point underperformance versus the QABA community bank index — triggering the TSR threshold — and the 5-year data confirms sustained underperformance; additionally, as a sitting CEO of First Acceptance Corporation who also holds a second outside public board seat (Hilltop Holdings), he exceeds the policy's limit of one outside public board seat for sitting CEOs.

Mr. Wilcox has served on the Mechanics Bank board since 2016 and joins the parent company board after the merger, giving him long tenure overlapping the company's 68.7 percentage point underperformance versus the QABA community bank index — well above the 30pp trigger for companies with negative absolute 3-year returns — and the 5-year return of -59.9% confirms the underperformance is sustained.