The Chairman of the Board shall be an Independent Director. An independent 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 to obtain the maximum benefit. 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. An independent Board Chairman could also help Fiserv deal with headwinds like those that emerged in 2025: On October 29, 2025, Fiserv's stock plummeted 45% in one day. Fiserv stock lost 70% of its value year-to-date in 2025. For Q3 2025 Fiserv reported adjusted earnings per share (EPS) of $2.04 and revenue of $4.92 billion, significantly missing analyst expectations of $2.65 EPS and $5.36 billion in revenue. Fiserv slashed its full-year 2025 guidance, lowering the adjusted EPS forecast to a range of $8.50-$8.60 (from a previous range of $10.15-$10.30) and cutting its organic revenue growth outlook from 10% to 3.5%-4%. Fiserv, under new CEO Mike Lyons, admitted that the prior financial guidance had been based on "objectively difficult to achieve" assumptions and that prior growth was potentially misleading due to short-term initiatives and currency tailwinds in Argentina. Fiserv announced sweeping leadership changes, including a new CFO and 2 co-presidents. A securities class-action lawsuits alleged that Fiserv made false statements to shareholders between July 23, 2025, and October 29, 2025. A securities fraud class-action lawsuit alleged that Fiserv made false statements about its Clover platform's growth. The suit claims Fiserv artificially inflated metrics. Senate Democrats demanded information related to the former CEO and Chairman, Frank Bisignano, regarding the missed forecasts that were "objectively difficult to achieve." Fiserv is facing margin pressure, a decline in its Financial Solutions segment, and reports of customer complaints about fees related to its Clover point-of-sale platform.