does not have a fixed policy regarding the separation of the offices of Chief Executive Officer and Chairperson of the Board and believes it should maintain the flexibility to select its leadership structure from time to time based on the criteria that it deems to be in the best interest of our Company and stockholders. Currently, Gerard G. Law serves as our Chief Executive Officer, and Bryan Freeman serves as Chairperson of the Board in addition to his role as an executive officer. We believe separating the Chief Executive Officer and Chairperson positions allows our Chief Executive Officer to focus on our day-to-day business, while allowing our Chairperson to provide strategic guidance. While our Bylaws and corporate governance policies do not require that our Chairperson and Chief Executive Officer positions be separate, the Board believes that having separate positions is the appropriate leadership structure for us at this time and demonstrates our commitment to good corporate governance. Lead Independent Director We have appointed a Lead Independent Director. The Board believes that a governance structure involving a separate Chairperson of the Board and Chief Executive Officer, combined with a Lead Independent Director, will result in an effective balancing of responsibilities, experience, and independent perspectives that will meet the current corporate governance needs and oversight responsibilities of the Board. Because Bryan Freeman, the Chairperson of the Board, will not qualify as independent pursuant to Nasdaq listing standards since he is currently an executive officer, George F. Chappelle, Jr. serves as our Lead Independent Director, ensuring the Board is led with independent oversight of management. Role of the Board in Risk Oversight and Risk Management One of the key functions of the Board is to oversee our risk management process. The Board administers its oversight function directly through the Board as a whole, as well as through various standing committees of the Board that address the risks inherent in their respective areas of oversight. In particular, the Board is responsible for monitoring and assessing strategic risk exposure. Our audit committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. Our compensation committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking. Meetings of the Board and Board Committees During the year ended December 31, 2022 the Board met seven times. The audit, compensation, and nominating and corporate governance committees met two, three, and zero times, respectively, during the year ended December 31, 2022. All incumbent members of the Board attended at least 75% of the meetings of the Board and at least 75% the meeting of the committees of the Board of which each director was a member, in each case, during the period that such director served on the Board or applicable committee. The independent members of the Board did not meet separately as a group during the year ended December 31, 2022. No Hedging or Pledging Policy The Insider Trading Policy that was adopted by the Board prohibits our directors, officers and employees from hedging the economic interest in our securities, and from pledging our securities. 13
RkJQdWJsaXNoZXIy MTc1MzI0Mw==