Weiss has served as CEO and director since 2011; TGTX's 3-year stock return of +52.9% trails the peer group median by only 40.8 percentage points, well below the 65-point threshold required to trigger a vote against under the strong-positive TSR policy band, so no TSR concern fires; no overboarding, attendance, or independence issues apply to an executive director.

Charney has served since 2012 and the 3-year TSR underperformance versus the peer group median is 40.8 percentage points, below the 65-point threshold required for a vote against in the strong-positive TSR band; he is independent, serves as Lead Independent Director and Audit Committee chair with clear financial expertise as a former Ernst & Young senior audit partner, and attended at least 75% of meetings.

Echelard has served since 2012; the TSR underperformance trigger does not apply given the 40.8 percentage-point gap is below the 65-point threshold; he is independent, has deep biopharmaceutical R&D and executive experience, and met attendance requirements.

Hoberman has served since 2014; the TSR trigger does not apply; he is independent, brings relevant pharmaceutical finance and operations experience, chairs the Compensation Committee, and met attendance requirements.

Hume has served since 2015; the TSR trigger does not apply; he is independent, brings legal and securities expertise relevant to a commercial-stage biotech, and met attendance requirements.

Lonial has served since 2020; the TSR trigger does not apply; he is independent, brings directly relevant oncology and hematology clinical expertise for a multiple sclerosis and B-cell disease-focused company, and met attendance requirements.