Myers has served on the board since 2011 and recently became CEO; DINO's 3-year return of +36.3% trails the compensation peer group median by 46.4 percentage points, but this gap falls below the 65-point threshold required to trigger a no-vote for companies with strong positive absolute returns, so no TSR trigger fires; he holds one outside board seat (Comfort Systems USA), well within limits.

Ainsworth has served since 2017 and brings deep energy industry operating experience; the 3-year peer underperformance gap of 46.4 percentage points does not exceed the 65-point threshold, so no TSR trigger fires; she holds three outside board seats (Pembina Pipeline, Archrock, Kirby), which equals the policy limit of three and does not exceed it.

Catalano has served since 2017 and brings marketing and international business expertise; the TSR trigger does not fire given the gap is below the 65-point threshold; she holds two outside board seats, within policy limits.

Echols has served since 2009 as Lead Independent Director and brings extensive financial expertise qualifying him as an audit committee financial expert; the TSR trigger does not fire; he holds one outside board seat, within limits.

Fernandez has served since 2020 and brings strong audit and financial expertise from his career at KPMG; the TSR trigger does not fire; he holds one outside board seat, within limits.

Hardy has served since 2022 and brings significant energy industry operational expertise; the TSR trigger does not fire; he holds one outside board seat, within limits.

Johns joined in 2024 and is within the 24-month exemption window, making her exempt from the TSR trigger; she brings relevant executive management and international energy experience; she holds one outside board seat, within limits.

Knocke has served since 2019 and brings investment management and financial expertise; the TSR trigger does not fire; he holds no additional outside public board seats beyond DINO.

Kostelnik has served since 2011 and brings deep refining industry expertise; the TSR trigger does not fire; he recently stepped off the Methanex board and now holds no additional outside public board seats.

Matthews has served since 2022 as a designee of REH Advisors and brings oil and gas operational experience; his non-independent status is acknowledged but he does not serve on the audit or compensation committees; the TSR trigger does not fire; he holds no additional outside public board seats.