Lead Independent Director Policy

Lead Independent Director Policy of Doofus Corporation

1. Introduction. In the event that the Board of Directors (the “Board”) of Doofus Corporation, a Delaware corporation (the “Corporation”), appoints a non-independent Chairperson, the Board recognizes the value of designating a Lead Independent Director (the “Lead Director”) to enhance the Corporation’s corporate governance. This policy outlines the role, qualifications, and responsibilities of the Lead Director to ensure effective oversight and coordination among the independent directors while respecting the authority of the Chairperson.

2. Election. The Lead Director shall be elected by a majority of the independent directors of the Board. The Lead Director shall serve until the next annual meeting of shareholders, or until a successor is duly elected and qualified, or until the Lead Director's earlier resignation, removal, or disqualification. The performance of the Lead Director shall be reviewed annually as part of the Board’s regular evaluation process.

3. Independence. The Lead Director must:

• Satisfy the applicable independence requirements as set forth in the Corporation’s Corporate Governance Guidelines.
• Meet the independence and experience requirements established by the U.S. Securities and Exchange Commission and any securities exchange on which the Corporation’s securities are listed or quoted for trading, as amended from time to time.

4. Experience and Skills. The Lead Director should:

• Demonstrate the ability to work effectively with the Chairperson in an advisory capacity.
• Have the capability to discuss concerns regarding the Board or the Corporation with other directors and to relay those concerns to the Chairperson, when appropriate.

5. Absence. In the event 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 serve as Lead Director for the duration of that meeting.

6. Responsibilities. The Lead Director shall:

• Preside over Board meetings in the absence of the Chairperson.
• Lead executive sessions of the independent directors, ensuring that these sessions are scheduled for each regular Board meeting and calling additional meetings as needed. The Lead Director will inform the Chairperson of any consensus reached or suggestions made during these sessions.
• Approve all information provided to the Board, including meeting agendas and schedules, ensuring adequate time for discussion of agenda items.
• Act as a liaison between the independent directors and the Chairperson.
• Be available for direct consultation with major shareholders and other stakeholders, as requested.
• Approve and coordinate the retention of advisors reporting directly to the independent directors, except as otherwise provided in the Corporation’s Corporate Governance Guidelines, and consult with appropriate Corporation personnel as needed.
• Perform any other duties delegated by the Board to assist in fulfilling its responsibilities. The Lead Director is expected to consult with the chairs of relevant Board committees and solicit their input to ensure that the authority and responsibilities of such committee chairs are not diminished.

Adopted as of September 4, 2024