Belanger has served since 2016 and his full tenure overlaps the severe stock underperformance period; ULH's 3-year return of -21.3% trails the XLI industrials ETF by 88.2 percentage points, far exceeding the 30-point trigger threshold for companies with negative absolute returns, and the 5-year record similarly underperforms, so there is no long-term mitigant to downgrade the vote.

Calderone has served since 2009, giving him one of the longest tenures on the board during the period of sustained underperformance; ULH's stock has declined 21% over three years while the XLI ETF gained 67%, an 88-point gap that clearly triggers the underperformance rule, and the 5-year record provides no relief; additionally, his role as special trustee of the controlling family's trusts raises independence concerns despite an independent designation.

Gooden has served since 2018, meaning his entire tenure coincides with the period of significant underperformance; the 88-point gap between ULH's negative 3-year return and the XLI ETF's positive 67% return far exceeds the 30-point trigger, and the 5-year record confirms this is not a transient issue.

Matthew J. Moroun is the son of Matthew T. Moroun, the controlling shareholder and Board Chair; the policy calls for a No vote when a director has a familial relationship with senior management, and the controlling family holds over 72% of the stock, making this a direct proximity-to-top-management concern that is material to governance.

Matthew T. Moroun has been a director since 2004 and serves as Board Chair, making him the person most responsible for board oversight during the period of prolonged underperformance; ULH's 3-year return of -21.3% versus XLI's +66.9% represents an 88-point gap that triggers the underperformance rule, and the 5-year record does not provide relief.

Phillips has served as CEO and director since January 2020, and under the policy, executive directors are subject to the same stock performance trigger as all other directors independent of the Say on Pay vote; ULH's stock has lost 21% over three years while the XLI ETF gained 67%, and the 5-year return of -13.9% versus XLI's even stronger long-term performance confirms sustained underperformance with no mitigant.

Regan has served since 2013 and his entire tenure at the company overlaps with the period of severe underperformance; the 88-point gap between ULH's negative 3-year return and the XLI ETF benchmark far exceeds the 30-point trigger, and the 5-year record similarly underperforms, providing no basis to downgrade the vote to a FOR.

Wolfe has served since 2014, meaning his entire tenure covers the period of sustained stock underperformance; ULH's 3-year return of -21.3% versus XLI's +66.9% is an 88-point gap that clearly exceeds the 30-point threshold, and the 5-year performance confirms this is not a recent blip, so no mitigant applies.