Sachdev has served since August 2020 (approximately 5 years); the 3-year TSR trigger does not fire because AXTA's 3-year return of -7.9% trails the peer group median of -6.4% by only 1.5 percentage points, well below the 20-point threshold required for negative absolute TSR; no overboarding (3 public boards as a non-executive director), no attendance issues, and strong relevant chemical/industrial CEO experience.

Bertsch joined in September 2022 (approximately 3.5 years); the 3-year peer-group TSR gap of -1.5pp does not breach the 20pp trigger for negative absolute TSR; she holds 2 public board seats — within policy limits; she is an audit committee financial expert with deep CFO experience in manufacturing and chemicals, making her well-suited to her Audit Committee chair role.

Cook has served since May 2019 (approximately 6 years); the 3-year peer TSR gap of -1.5pp does not breach the 20pp trigger; he holds only 1 other public board seat; he is an audit committee financial expert with extensive industrial CEO and CFO experience at Donaldson Company, directly relevant to Axalta's business.

Jordan joined in June 2021 (approximately 4 years); the 3-year peer TSR gap of -1.5pp does not breach the 20pp trigger; he holds 3 public board seats as a non-executive director, within the 4-seat policy limit; his automotive and industrial operations background is directly relevant to Axalta's end markets.

Kissire has served since December 2016 (approximately 9 years); the 3-year peer TSR gap of -1.5pp does not breach the 20pp trigger; she holds 3 public board seats — within policy limits; her background as a former Ernst & Young vice chair and partner provides strong financial oversight credentials relevant to her Nominating & Corporate Governance Chair and Compensation Committee roles.

Smolik has served since September 2016 (approximately 9 years); the 3-year peer TSR gap of -1.5pp does not breach the 20pp trigger; he holds 0 other public board seats; his deep experience in global chemical and petrochemical operations and EHS matters is directly relevant to Axalta's manufacturing and sustainability oversight needs.

Stein joined in September 2023, giving him approximately 2.5 years of tenure — just over the 24-month new-director exemption window; because his tenure covers less than half of the 3-year TSR measurement period and he joined while underperformance versus the ETF benchmark was already in place, this is noted as mitigating context; the peer-group trigger does not fire (gap of -1.5pp vs. 20pp threshold); he holds 1 public board seat; his CEO background at TransDigm in complex global manufacturing is highly relevant.

Villavarayan joined the board in January 2023 (approximately 3.5 years) as CEO and executive director; the 3-year peer TSR gap of -1.5pp does not breach the 20pp trigger applicable to negative absolute TSR situations; the Say on Pay vote for his compensation program passes independently, and this director vote is evaluated separately as required by policy; he holds 1 outside public board seat, within limits for a sitting CEO.

Zappone joined in October 2023, giving her approximately 2.5 years of tenure — just over the 24-month new-director exemption; because she joined after the relative underperformance versus the sector ETF was already established, this is noted as mitigating context; the peer-group trigger does not fire (gap of -1.5pp vs. 20pp threshold); she holds 0 other public board seats; her CEO background across industrial and specialty manufacturing provides relevant experience for her Audit and Nominating Committee roles.