Extract to table

The Framework described in this memorandum is designed to accomplish two interrelated but distinct objectives: First, the Framework must enable the Special Committee to identify the candidate best positioned to lead AGMG through its next strategic chapter

The selection criteria must be calibrated to these specific demands

As we noted in our March 28, 2024 memorandum, the interim designation must not be treated — by the Special Committee, the full Board, or any public communication — as an implicit precommitment to Ms

This pre-existing relationship raises significant independence concerns that must be carefully factored into the evaluation framework, as discussed in detail in Sections IV

The Special Committee must be acutely aware of the tension inherent in conducting a CEO search during an active proxy contest

On the other hand, the Committee must remain responsive to legitimate governance concerns raised by Corvus Peak and other shareholders, and must avoid the appearance that the search process is being used as a defensive tactic to entrench management or to circumvent the activist's governance proposals