11 Board Committees, Meetings and Attendance During 2021, the Board held four meetings. We expect our directors to attend Board meetings, meetings of any committees and subcommittees on which they serve, and each annual meeting of stockholders, either in person or by teleconference. During 2021, each director attended at least seventy-five percent (75%) of the total number of meetings held by the Board and Board committees of which such director was a member. Three of the six directors attended our 2021 annual meeting of stockholders. The Board delegates various responsibilities and authority to different Board committees. Committees regularly report on their activities and actions to the full Board. Currently, the Board has established an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. Committee assignments are re-evaluated annually. Each of these committees operates under a charter that has been approved by our Board. The current charter of each of these committees is available on our website at www.pulmatrix.com in the “Corporate Governance” section under “Investors.” As of April 29, 2022, the following table sets forth the membership of each of the Board committees listed above. Name Audit Committee Compensation Committee Nominating and Corporate Governance Committee Teofilo Raad Richard Batycky, Ph.D. Member Chairman Todd Bazemore Member Chairman Christopher Cabell, M.D. Member Member Michael J. Higgins* Chairman Member Anand Varadan Member * Chairman of the Board of Directors Audit Committee Our Audit Committee is responsible for, among other matters: ● approving and retaining the independent auditors to conduct the annual audit of our financial statements; ● reviewing the proposed scope and results of the audit; ● reviewing and pre-approving audit and non-audit fees and services; ● reviewing accounting and financial controls with the independent auditors and our financial and accounting staff; ● reviewing and approving transactions between us and our directors, officers and affiliates; ● recognizing and preventing prohibited non-audit services; ● establishing procedures for complaints received by us regarding accounting matters; ● overseeing internal audit functions, if any; and ● preparing the report of the audit committee that the rules of the SEC require to be included in our annual meeting proxy statement. Our Audit Committee is composed of Michael J. Higgins (chairman), Richard Batycky, Ph.D. and Todd Bazemore. Prior to the resignation of Amit D. Munshi from the Board, effective April 2, 2021, our Audit Committee was comprised of Mr. Higgins (chairman), Dr. Batycky and Mr. Munshi. Our Board has determined that Mr. Higgins, Dr. Batycky, Mr. Bazemore, and Mr. Munshi, during his time of service, were independent in accordance with NASDAQ Rules and Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our Board has also reviewed the education, experience and other qualifications of each member of the Audit Committee. Based upon that review, our Board has determined that Michael J. Higgins qualifies as an “audit committee financial expert,” as defined by the rules of the SEC. The Audit Committee met four times during 2021.
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