12 Compensation Committee Our Compensation Committee is responsible for, among other matters: ● reviewing and recommending the compensation arrangements for management, including the compensation for our president and chief executive officer; ● appointing, compensating and overseeing the work of any compensation consultant, legal counsel or other advisor retained by the Compensation Committee; ● establishing and reviewing general compensation policies with the objective to attract and retain superior talent, to reward individual performance and to achieve our financial goals; ● administering our stock incentive plans; and ● preparing the report of the compensation committee to the extent that the rules of the SEC require such report to be included in our annual meeting proxy statement. Our Compensation Committee is composed of Richard Batycky, Ph.D. (chairman), Christopher Cabell, M.D, and Anand Varadan. Prior to the resignation of Mark Iwicki from the Board, effective July 23, 2021, our Compensation Committee was comprised of Mr. Iwicki (chairman), Dr. Batycky and Dr. Cabell. Our Board has determined that Dr. Batycky, Dr. Cabell, Mr. Varadan and Mr. Iwicki, during his time of service, were independent in accordance with NASDAQ Rules. The Compensation Committee has the authority to delegate to subcommittees of the Compensation Committee any of the responsibilities of the full committee. The Compensation Committee met one time during 2021. We did not engage any consultant to assist in determining or recommending the amount or form of executive and director compensation during 2021. Nominating and Corporate Governance Committee Our Nominating and Corporate Governance Committee is responsible for, among other matters: ● evaluating the current composition, organization and governance of the Board and its committees, and making recommendations for changes thereto; ● reviewing each director and nominee annually; ● determining desired Board member skills and attributes and conducting searches for prospective members accordingly; ● evaluating nominees, and making recommendations to the Board concerning the appointment of directors to Board committees, the selection of Board committee chairs, proposal of the slate of directors for election to the Board, and the termination of membership of individual directors in accordance with the Board’s governance principles; ● overseeing the process of succession planning for the chief executive officer and, as warranted, other senior officers of the Company; ● developing, adopting and overseeing the implementation of a code of business conduct and ethics; and ● administering the annual Board performance evaluation process. Our Nominating and Corporate Governance Committee is composed of Todd Bazemore (chairman), Christopher Cabell, M.D., and Michael J. Higgins. Prior to the resignations of Amit D. Munshi and Mr. Iwicki from the Board, effective April 2, 2021 and July 23, 2021, respectively, our Nominating and Corporate Governance Committee was comprised of Mr. Munshi (chairman), Mr. Higgins, Mr. Iwicki, and Mr. Bazemore. The Nominating and Corporate Governance Committee met two times during 2021.
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