VI. INDEPENDENCE OF COMMITTEE MEMBERS In addition to the requirement that a majority of the Board satisfy the independence standards discussed in Section IV above, each of the Audit Committee, the Corporate Governance and Nominating Committee and the Human Resources and Compensation Committee shall consist solely of independent directors. Members of the Audit Committee and Human Resources and Compensation Committee must also satisfy additional independence requirements under SEC and Nasdaq rules. VII. SELECTION OF CHAIRMAN, CEO AND LEAD INDEPENDENT DIRECTOR The Board is responsible for selecting the Company’s Chairman of the Board and CEO. The independent directors are responsible for selecting the Company’s Lead Independent Director, if applicable. The Board should make its selections in a manner that it believes is best for the Company under all of the circumstances present at the time of such selection. The roles of the Chairman and CEO may be separate or combined and the Chairman may be either an employee or non-employee director. This flexibility allows the Board to select the Company’s CEO and Chairman in the manner that it determines to be in the best interests of the Company’s stockholders. The Chairman of the Board shall preside at all meetings of the stockholders and of the Board as a whole, and shall perform such other duties, and exercise such powers, as from time to time shall be prescribed in the Company’s Bylaws or by the Board. If the individual elected as Chairman of the Board does not qualify as an independent director, the independent directors shall designate an independent director as the Lead Independent Director. If designated, the Lead Independent Director shall: preside at all meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors; have the authority to call meetings of the independent directors; serve as liaison between the Chairman and the independent directors; approve information sent to the Board; approve meeting agendas for the Board; approve meeting schedules to assure that there is sufficient time for discussion of all agenda items; have the authority to retain outside advisors and consultants who report directly to the Board on board-wide issues; serve as a liaison for consultation and direct communication with stockholders; and perform such other duties as deemed necessary by the Board from time to time. VIII. EXECUTIVE SESSIONS OF INDEPENDENT DIRECTORS Independent directors meet without the presence of management or the non-independent directors at least twice a year during regularly scheduled Board meetings. These executive sessions are called and chaired by the independent Chairman of the Board or the Lead Independent Director, as applicable. IX. SELF-EVALUATION The Board and each committee shall perform an annual self-evaluation. The goal of these evaluations is to improve the contributions of the committees and of individual directors to maximize the effectiveness of the Board. Corporate Governance Guidelines 3.11.2022 7