The Chairman of the Board shall be an Independent Director. A Lead Director shall not be a substitute for an independent Board Chairman. The Board shall have the discretion to select an interim Chairman of the Board, who is not an Independent Director, to serve while the Board is required to seek an Independent Chairman of the Board on an accelerated basis. This policy could be phased in when there is a contract renewal for our current CEO or for the next CEO transition although it is better to adopt it now. An independent Board Chairman at all times improves corporate governance by bringing impartiality, objective oversight, and external expertise to board decisions, mitigating conflicts of interest, enhancing transparency, and boosting shareholder confidence. This detached perspective allows the chairman to focus on shareholder interests , strengthen management accountability, and provide critical checks and balances, ultimately contributing to long-term sustainability and credibility. Now could be a ripe time for this policy since AMN Healthcare Services stock was at $129 in 2021 and at only $18 late in 2025 despite a robust stock market. Plus unfavorable news reports regarding AMN emerged in 2025. A federal judge in California denied AMN Healthcare's attempt to compel arbitration in a lawsuit filed by traveling nurses. The lawsuit alleges AMN engaged in a "bait-and-switch" scheme where nurses were offered new jobs, only to have their wages lowered after they accepted. In October 2025, AMN apologized for its performance during a major strike at Kaiser Permanente. AMN's apology followed social media reports from temporary staff stranded in buses and hotels, experiencing logistical and communication failures. Q1 2025 revenue was down 16% and second-quarter revenue was down 11% year-over-year. AMN reported a net loss of $116 million in the Q2 2025, compared to net income of $16 million in the same period a year prior. Adjusted earnings before interest, taxes, depreciation, and amortization decreased 38% year-over-year in Q2. AMN's guidance for Q3 projected continued revenue declines for AMN and all its segments. Following the financial reports, several investment firms, including Bank of America Securities, lowered their price targets for AMN's stock. Moody's and Fitch Ratings have both downgraded AMN's credit ratings in 2025. Moody's revised its outlook to negative, citing deteriorating credit metrics and declining demand in the nurse staffing sector. Fitch also revised its outlook to negative, noting limited visibility on the business's stabilization. AMN underwent restructuring in 2025 that reportedly included layoffs and reduced employee benefits.