Doofus - Lead Independent Director Policy

Lead Independent Director Policy

Lead Independent Director Policy of Doofus Corporation

In the event that there is a non-independent Chairperson, the Board of Directors (the “Board”) of Doofus Corporation, a Delaware corporation (the “Corporation”), considers it useful and appropriate to designate a nonemployee, independent director (“Lead Director”), elected by and from the independent directors, to coordinate the activities of the independent directors and to perform such other duties and responsibilities as the Board may determine from time to time. The role of Lead Director is created to enhance the Corporation's corporate governance and shall not in any way undermine the role of the Chairperson of the Board (the “Chairperson”) as set forth in the Bylaws of the Corporation.

  1. Appointment.

  2. A Lead Director shall be elected by a majority of the independent directors of the Board. Such Lead Director shall hold the office until the next general meeting of stockholders or until a successor is duly chosen and qualified or until he or she sooner dies, resigns, is removed or becomes disqualified. The performance of a Lead Director shall be reviewed annually as a part of the normal Board evaluation process.

  3. Qualifications.

  4. A Lead Director must meet the following criteria:

    • A Lead Director shall satisfy the applicable independence requirements of the Corporation’s corporate governance guidelines.
    • A Lead Director must meet the independence and experience requirements and standards established from time to time by the Securities and Exchange Commission (the “SEC”) and any securities exchange on which the Corporation’s securities are listed or quoted for trading, in each case as amended from time to time.
    • A Lead Director must be able to effectively work with the Chairperson in an advisory capacity.
    • A Lead Director must be able to effectively discuss with other directors any concerns about the Board or the Corporation and to relay those concerns, where appropriate, to the Chairperson of the Board.
  5. Absence.

  6. If the Lead Director is not present at any meeting of the Board, a majority of the independent directors present shall select an independent director to act as Lead Director for the purposes and duration of such meeting.

  7. Responsibilities.

  8. The Lead Director shall have the following authority and responsibilities:

    • Preside at all meetings of the Board at which the Chairperson is not present.
    • Preside over all executive sessions of independent directors. A meeting of the independent directors shall be scheduled as an agenda item for each regularly scheduled Board meeting. The Lead Director has the authority to call such other meetings of the independent directors as he or she deems necessary. The Lead Director shall advise the Chairperson of any consensus reached during, and any suggestions made at, any executive sessions.
    • Approve of all information sent to the Board, including meeting agendas, as well as Board meeting schedules to assure that there is sufficient time for discussion of all agenda items.
    • Serve as a liaison between the independent directors and the Chairperson.
    • Be available for consultation and direct communication with major stockholders and other stakeholders if requested.
    • Approve and coordinate the retention of advisors who report directly to the independent directors, except as otherwise provided in the corporate governance guidelines of the Corporation, and to seek counsel from appropriate Corporation personnel at the Lead Director's discretion.
    • Perform such other duties as the Board may from time to time delegate in order to assist the Board in the fulfillment of its responsibilities.

    In performing the duties described above, the Lead Director is expected to consult with the chairpersons of the appropriate board committees as needed and solicit their participation in order to avoid diluting the authority or responsibilities of such committee chairpersons.

Adopted as of January 1, 2020