Contract analysis

I. Executive Summary The purpose of this memorandum is to synthesize the governance benchmarking report delivered by Apex Proxy Advisors, Inc. ("Apex") — specifically, the report authored under the direction of Dana Durneval, Senior Vice President, Advisory Services — on June 30, 2025 (the "Apex Report") with C&H's independent legal and regulatory analysis, and to provide actionable, peer-informed recommendations for

II. Scope & Methodology A. The Apex Proxy Advisors Benchmarking Report The Apex Proxy Advisors governance benchmarking report was commissioned by Quorum's investor relations team during the second quarter of 2025, following the receipt of the Garrett & Whitfield management letter and in anticipation of the Veltrano shareholder engagement. The report was delivered on June 30, 2025. Apex Proxy Advisors, Inc., with prin

III. Committee Structure Benchmarking A. Number of Standing Committees The Apex Report identifies the number of standing board committees maintained by each member of the Peer Group. The peer median is six (6) standing committees, with a range of five (5) to seven (7). Nine of fourteen peers (64.3%) maintain six or more standing committees. Five peers (35.7%) maintain exactly five standing committees. Quorum's curren

IV. Delegation of Authority Matrix Benchmarking A. Currency and Update Frequency Key Finding. Twelve of fourteen peers (85.7%) have comprehensively updated their DOA matrices within the prior 24 months — that is, since approximately mid-2023. The prevailing peer best practice is an annual review of delegation thresholds, with adjustments as warranted by inflation, business growth, changes in organizational structure,

I. Litigation Settlement Thresholds Quorum's current General Counsel sole authority threshold of $500,000 for litigation settlements is at the bottom of the peer range and half the peer median. Given the Company's litigation profile — which includes insurance coverage disputes, policyholder claims, and regulatory proceedings across three regulated subsidiaries — the current threshold requires GC-level escalation and

V. Corporate Governance Guidelines Benchmarking A. Board Refreshment Provisions Mandatory Retirement Age. Twelve of fourteen peers (85.7%) have adopted a mandatory retirement age for directors. The median retirement age among those twelve peers is 75, with a range of 72 to 77. The most common approach is to provide that a director who has attained the specified age by the date of the annual meeting of shareholders sh