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. This may be a particularly good time to consider the merits of this proposal. Salesforce stock was at $311 in 2021 and fell to $246 in late 2025 despite a robust stock market. Unfavorable news reports regarding Salesforce emerged in 2025. Salesforce Chairman and CEO Marc Benioff faced significant backlash in October 2025 for multiple actions. Benioff expressed support for deploying the National Guard in San Francisco. This sparked widespread criticism. A separate New York Times report revealed that Benioff also contacted the Trump administration about using AI to accelerate the hiring of immigration enforcement agents for mass deportations. In light of these comments, prominent philanthropist Ron Conway resigned from the Salesforce Foundation board, stating that his values were no longer aligned with Benioff's. Salesforce laid off 4,000 employees in 2025 linked to purported increased AI efficiency, a move that drew criticism however. Salesforce was at the center of a wave of cyberattacks in 2025 that led to data breaches at several high-profile companies using its platform. In attacks attributed to threat actors like ShinyHunters and Scattered Spider, malicious actors used social engineering and phishing to compromise third-party services and gain access to customer data from Salesforce environments. Confirmed victims included Adidas, Allianz Life, Chanel, Coca-Cola, Farmers Insurance, Google, Workday and many others. As of September 2025, Salesforce was one of the worst-performing large-cap tech stocks, lagging behind peers who have benefited more from the AI boom. For much of 2025 shareholders were concerned that AI was a threat to Salesforce's core business model. Reports noted that despite strong earnings, the stock was viewed as a potential "value trap" due to its stock-based employee pay burden that extremely dilutes shareholder value.