Long-tenured Chairman with extensive REIT and operational experience; ELS's 3-year price return of +7.9% trails ^FNER (FTSE NAREIT All Equity REITs Index) by only 7.7 percentage points, well below the 50-point threshold required to trigger a vote against under the low-positive TSR band, so no TSR concern applies.

Independent director with advertising and marketing expertise; no overboarding, attendance or independence concerns, and the 3-year TSR gap versus ^FNER (FTSE NAREIT All Equity REITs Index) of -7.7pp does not reach the 50pp threshold needed to trigger a vote against.

Retired Ernst & Young partner with deep REIT audit expertise; chairs the Audit Committee and is designated a financial expert; no overboarding, attendance or TSR concerns, and the TSR gap is far below the 50pp trigger threshold.

Independent Lead Director with private equity and executive leadership background; no overboarding, attendance or independence concerns, and the 3-year TSR underperformance versus ^FNER (FTSE NAREIT All Equity REITs Index) of 7.7pp is well below the 50pp trigger threshold.

Chairs the Compensation Committee with extensive retail and equity REIT operational experience; holds seats on ELS, CBL Properties and Acosta Verde boards — three public-company seats, below the four-seat overboarding threshold — and the TSR gap versus ^FNER (FTSE NAREIT All Equity REITs Index) does not trigger a vote against.

Founder of Moderne Ventures with relevant proptech and real estate investment experience; no overboarding, attendance or independence concerns, and the 3-year TSR gap of -7.7pp versus ^FNER (FTSE NAREIT All Equity REITs Index) is far below the 50pp threshold.

CEO and Vice Chairman with over 30 years at the company and a strong operational track record; as an executive director she is subject to the same TSR test as all other directors, but the -7.7pp gap versus ^FNER (FTSE NAREIT All Equity REITs Index) does not reach the 50pp trigger threshold.

President of Korn Ferry North America with broad executive search and board advisory experience; no overboarding, attendance or independence concerns, and the TSR gap versus ^FNER (FTSE NAREIT All Equity REITs Index) is well below the trigger threshold.

Mr. Peppet is the son-in-law of the late Samuel Zell, founder and former Chairman, and serves as president of the Zell family's private trust company (Chai Trust); the policy flags familial relationships to senior management as a concern, but Mr. Zell passed away in May 2023 and is no longer part of management, reducing the ongoing governance risk materially — the relationship is disclosed and noted, but does not rise to the level of a vote against given the absence of a current management connection; no overboarding or TSR concerns apply.