Supporting Statement We believe that an independent Chair will enhance the independent leadership of the Board. In our opinion, the Board’s oversight of management can be diminished when the Board Chair is not an independent director. We favor having an independent Board Chair to provide a more robust oversight of risk including of environmental, social, and governance issues. In our view, overseeing the Board’s functions as Chair is a time intensive responsibility. Appointing an independent Board Chair will free the CEO to manage the Company and build effective business strategies. For these reasons, we believe that an independent Board Chair is preferable to appointing an independent director to serve as a Lead Director. We also note that independent board chairs have become more common at public companies in recent years. In 2025, 42 percent of S&P 500 Index company boards were chaired by an independent director, compared to 29 percent a decade ago.¹ Numerous institutional investors support having an independent chair as simple good governance. For example, the Council of Institutional Investors² and the California Public Employees’ Retirement System (CalPERS)³ both have stated that the “board should be chaired by an independent director.” According to Institutional Shareholder Services, independent leadership means boards “are more likely to be more diverse, have more balance tenure, are more responsive to shareholders, while their CEO pay levels are less likely to be excessive relative to peers.”⁴ According to Glass Lewis, “shareholders are better served when the board is led by an independent chair, who we believe is better able to oversee the executives of the Company and set a pro shareholder agenda without management conflicts that exist when the CEO or other executive also serves as a chairman.”⁵ For these reasons, we urge shareholders to vote FOR this resolution.