As CEO and Chairman since October 2022 and July 2023 respectively, Mathew's tenure fully overlaps the period of severe stock underperformance — OPTU's stock fell roughly 40% over three years while the disclosed peer group (AT&T, Verizon, T-Mobile, Charter, etc.) gained a median of 59%, a gap of nearly 100 percentage points that far exceeds the 20-point threshold required to trigger a vote against; the 5-year TSR of -95.7% versus peer median of +13.1% (a gap of -108.8pp) confirms this is sustained underperformance, not a transient dip, so no 5-year mitigant applies.

Patrick Drahi has served as a director since 2018 and was Chairman until 2022, giving him full tenure overlap with the sustained underperformance period; OPTU's stock is down roughly 40% over three years while peers gained a median of 59% (a nearly 100-point gap), and the 5-year picture (-95.7% vs peer median +13.1%) is even worse, providing no long-term mitigant.

David Drahi joined the board in 2019, giving him tenure that fully overlaps the three-year underperformance window; the same severe peer-relative TSR gap that triggers votes against others applies here, and the 5-year data provides no mitigant; additionally, as the son of controlling shareholder Patrick Drahi, he represents a familial relationship to the company's de facto top principal, which is a further negative governance signal.

Goei has served as a director since 2016 and was CEO through October 2022, meaning his tenure fully spans the underperformance period; despite his current advisory role, his long board tenure and the company's catastrophic relative performance (-99.6pp vs peer median over three years, -108.8pp over five years) trigger a vote against with no available mitigant.

Mullen has served since 2017, fully overlapping the underperformance period, and the proxy discloses he attended less than 75% of board and committee meetings in 2025 — either factor alone would be sufficient to vote against, and together they represent a clear signal of inadequate engagement and board oversight failure during a period of severe value destruction.

Okhuijsen has served since 2017, giving him full tenure overlap with the underperformance period; OPTU's stock is down roughly 40% over three years while peers gained nearly 60% on average, a gap of approximately 100 percentage points that far exceeds the 20-point trigger threshold, and the five-year TSR is even worse.

Schnabel joined in 2021, which is more than 24 months before the current proxy, so she is not exempt from the TSR trigger; her tenure covers the bulk of the three-year underperformance period, and the gap of nearly 100 percentage points versus peer group median far exceeds the 20-point threshold required to vote against.

Stewart has been a director since 2018 and the proxy discloses he attended less than 75% of board and committee meetings in 2025; combined with the company's severe and sustained underperformance versus its peer group (a nearly 100-point gap over three years and a -108.8pp gap over five years), two independent policy triggers both support a vote against.

Svider has served since 2017, fully overlapping the underperformance period, and the proxy discloses he attended less than 75% of board and committee meetings in 2025; both the persistent stock underperformance (OPTU down ~40% over three years versus peers up ~59%) and poor attendance independently support a vote against, and together represent a significant governance concern.