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 help Home Depot deal with its poor stock price performance. HD sock was at $420 in 2021 and only at $340 in late 2025 despite a robust stock market. An independent Board Chairman could also help HD deal with headwinds like those that emerged in 2025: HD reported adjusted earnings per share (EPS) of $3.74 for Q3, missing analyst expectations of $3.84. This was the third consecutive quarter that Home Depot missed its profit expectations. HD significantly lowered its fiscal 2025 outlook. It now expects adjusted EPS to decline by approximately 5% for the full year, a steeper drop than its previous forecast of a 2% decline. HD revised its full-year comparable sales growth expectation from a 1% increase to being "slightly positive." In Q3, comparable sales increased by only 0.2%, falling short of Wall Street estimates. The number of customer transactions fell by 1.4% in the third quarter, indicating a slowdown in consumer engagement. Following a disappointing earnings report, Home Depot's stock fell, trading near its 52-week low and prompting several financial analysts to downgrade their ratings or lower price targets. Management cited ongoing consumer uncertainty, elevated mortgage rates, and a weak U.S. housing market as primary reasons for the slowdown. High interest rates are causing consumers to delay or scale back large, discretionary remodeling projects, such as kitchen or bathroom renovations, which often require debt financing.