PRSS 2018 Proxy Statement

12 Nominating and corporate governance committee Members: Alan B. Howe, Chairperson Mary Ann Arico Number of Meetings in 2017: 3 Functions: The nominating and corporate governance committee is responsible for making recommendations to the Board regarding candidates for directorships and the size and composition of the Board. In addition, the nominating and corporate governance committee is responsible for overseeing our corporate governance guidelines and reporting and making recommendations to the Board concerning corporate governance matters. Our former directors Nick Swinmurn, Patrick J. Connolly and Laurie C. Furber were members of the nominating and corporate governance committee until their retirement from the Board on June 30, 2017, February 12, 2018, and March 9, 2018, respectively. Ms. Arico joined the nominating and corporate governance committee and was named chairperson until February 12, 2018. Ms. Furber and Mr. Howe joined the nominating and corporate governance committee upon their appointment to the Board, on September 21, 2017 and February 12, 2018, respectively. The Board has determined that Mary Ann Arico and Alan B. Howe qualify as independent members, as defined by Nasdaq rules. Although Laurie Furber did not qualify as an independent director, as defined by Nasdaq, she was appointed to the nominating and corporate governance committee to serve for no more than two (2) years in accordance with Rule 5605(e)(3) of the Nasdaq rules. Pursuant to Rule 5605(e)(3), Ms. Furber was able to serve on the nominating and corporate governance committee because:  the nominating and corporate governance committee was comprised of two (2) independent directors in addition to Ms. Furber;  Ms. Furber was neither a current executive officer or employee of the Company, nor a family member of any current executive officer of the Company; and  the Board determined that Ms. Furber’s membership on the nominating and corporate governance committee, in this limited circumstance, was warranted and in the best interests of the Company and its stockholders. Subject to the election of the director nominees, as discussed herein under “Election of Directors,” the members of the committees following the Annual Meeting of Stockholders are not expected to change. Role of the Board in Risk Oversight One of the key functions of the Board is informed oversight of our risk management process. The Board does not have a standing risk management committee, but rather administers this oversight function directly through the Board, as a whole, as well as through various Board standing committees that address risks inherent in their respective areas of oversight. In particular, the Board is responsible for monitoring and assessing strategic risk exposure, and the audit committee focuses on risk exposure associated with our financial statements, internal accounting and financial controls, and cybersecurity and the steps our management has taken to monitor and control these exposures. The audit committee also has the responsibility to issue guidelines and policies to govern the process by which risk assessment and management is undertaken, monitor compliance with legal and regulatory requirements, and oversee the performance of our internal audit function. The nominating and corporate governance committee monitors the effectiveness of our corporate governance guidelines, including whether they are successful in preventing illegal or improper liability-creating conduct. The compensation committee assesses and monitors whether any of the compensation policies and programs have the potential to encourage excessive risk-taking. Director Nominations The Board nominates directors for election at each Annual Meeting of Stockholders and appoints new directors to fill vacancies when they arise. The nominating and corporate governance committee has the responsibility to identify, evaluate, recruit and recommend qualified candidates to the Board for nomination or appointment. Director Criteria . The nominating and corporate governance committee has a policy regarding consideration of director candidates recommended by stockholders. The nominating and corporate governance committee reviews suggestions for director candidates recommended by stockholders and considers such candidates for recommendation based upon an appropriate balance of knowledge, experience and capability. In addition to considering an appropriate balance of knowledge, experience and capability, the Board has as an objective that its membership be composed of experienced and dedicated individuals with diversity of backgrounds, perspectives and skills. The nominating and corporate governance committee selects candidates for director based on their character,