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 Intercontinental Exchange (ICE) deal with headwinds like those that emerged in 2025: ICE experienced a decline in its stock price during Q3 2025 due to slower trading volumes, particularly energy markets. This highlights a vulnerability to cyclical energy and commodity markets, which are susceptible to external shocks or regulatory changes. The Mortgage Technology segment faced several challenges: Recurring revenues are expected to face headwinds due to the roll-off of inactive loans and M&A-related attrition. A cooling housing market led to the emergence of early signs of homeowner financial stress, such as rising negative equity and increased use of short-term affordability mortgage products, which could impact future business. Potential competitive risks exist, such as the risk posed by the Rocket purchase of Mr. Cooper. ICE?s Q3 2025 earnings call highlighted expectations for increased adjusted operating expenses, driven by higher customer acquisition costs and technology spend. High-profile insider selling by senior executives in November 2025, including the CEO, raised short-term reaction concerns among some investors. Zacks gave ICE a "Momentum Score" of D, suggesting it would not be a good stock for momentum investors. Some analysts, including Zacks Research, cut near-term and future EPS estimates. The projected revenue growth for the end of 2025 (around 6.1%) is expected to slow down substantially compared to its historical 5-year average of 10%. ICE stock experienced short-term pressure, trading below its 50-day and 200-day simple moving averages at times, with market volatility and an unfavorable market environment contributing to underperformance in some investment funds. PennyMac's decision to leave ICE's platform by 2028 is expected to negatively impact future recurring revenue growth for ICE.