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 a change since Lithia Motors stock was at $418 in 2021 and at only $310 late in 2025 despite a robust stock market. A wrongful death lawsuit was filed against a Texas Lithia dealership following a fatal car crash during a customer's test drive. The salesperson who accompanied the customer on the test drive was allegedly drunk, testing positive for alcohol and possibly cocaine after the crash. The customer was reportedly driving the Dodge Challenger at 120 mph when the Challenger struck another car, killing a woman. Financial analysts revised their revenue and earnings per share estimates for Lithia downwards for 2025. Analysts have noted a trend of contracting gross profit per vehicle (GPU). New vehicle GPUs declined sequentially in Q3 2025. An October 23, 2025 article said that despite top-line growth, Lithia faces "ongoing pressure from slim and slipping profit margins, elevated costs, and a stretched balance sheet." Selling, General, and Administrative costs increased as a percentage of gross profit in Q3. An October 2025 Yelp review described a frustrating service experience at a Lithia dealership, including damage to a car and issues with repairs. This is consistent with earlier complaints about management and customer service at Lithia dealerships. Consumer reviews and discussions on social media reflect growing dissatisfaction with Lithia-owned dealerships. A Reddit user reported a decline in service quality and a "nightmare delay" for a warranty repair after Lithia bought their local Subaru dealership. An October 2025 Facebook post accused a Lithia dealership in New Mexico of using misleading promotional offers and running a credit check 15-times against the customer's wishes.