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. Zimmer Biomet stock was at $180 in 2021 and fell to $99 in late 2025 despite a robust stock market. Unfavorable news reports regarding Zimmer Biomet emerged in 2025. As of October 2025, individual lawsuits are still being filed against Zimmer Biomet for injuries related to its Biomet M2a Magnum and Zimmer Biomet CPT Hip System implants. The Zimmer Biomet CPT Hip System was recalled in July 2024 after studies found to be associated with an increased risk of post-operative thigh bone fractures. Lawsuits allege the company was aware of the risks but failed to warn patients and doctors adequately. A September 2024 FDA safety communication regarding the CPT Hip System continued to be relevant news in 2025. It alerted healthcare providers and patients to the increased fracture risk and urged consideration of alternative products. The older Biomet M2a Magnum devices caused metallosis (metal poisoning) in some patients, necessitating further corrective surgery. In September 2025, Zimmer Biomet sued its IT provider, Deloitte, for $172 million, alleging fraud and breach of contract. This lawsuit has also raised the potential for shareholder lawsuits against Zimmer Biomet, as the company's own complaint may show it underplayed the severity of the operational failure to shareholders. In early May 2025, Zimmer Biomet lowered its full-year adjusted profit forecast, citing headwinds from tariffs and the Paragon 28 acquisition. This led to a 10% drop in share price. A Q2 investor letter also highlighted lower profit margins compared to peers, indicating challenges in cost management. An October 2025 analysis highlighted that Zimmer Biomet's revenue growth, net margin, and return on equity were lagging behind industry averages, suggesting challenges in profitability and efficiency.