Compensation Committee Our compensation committee consists of Messrs. Chappelle and de Cardenas, each of whom meet the requirements for independence under the applicable Nasdaq listing standards and SEC rules. In addition, each member of our compensation committee is also a non-employee director, as defined pursuant to Rule 16b-3 of the Exchange Act. Mr. Chappelle is the chair of our compensation committee. Our compensation committee is responsible for, among other things: • assisting the Board in developing and reviewing compensation programs applicable to our executive officers and directors; • overseeing our Company’s overall compensation philosophy, strategy, and objectives; • approving the total compensation opportunity, as well as each component of compensation, paid to our executive officers and directors; • administering our equity-based and cash-based compensation plans applicable to our directors, officers, and employees; • preparing the report of our compensation committee required by SEC rules to be included in our annual proxy statement; and • performing such other duties and responsibilities as an enumerated and consistent with our compensation committee charter. Compensation Committee Interlocks and Insider Participation None of the members of our compensation committee is or has been an officer or employee of our Company. None of our executive officers currently serves, or in the past fiscal year has served, as a member of the board of directors or compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of any entity that has one or more executive officers serving on the Board or compensation committee. For additional information, refer to the section entitled “Certain Relationships and Related Transactions.” Nominating and Corporate Governance Committee Our nominating and corporate governance committee consists of Messrs. de Cardenas, Hussman and Chappelle, each of whom meets the requirements for independence under Nasdaq listing standards. Mr. Hussman is the chair of our nominating and corporate governance committee. Our nominating and corporate governance committee is responsible for, among other things: • assisting the Board in identifying candidates qualified to serve as directors, consistent with selection criteria approved by the Board and our nominating and corporate governance committee; • recommending to the Board the appointment of director nominees that meet the selection criteria; • recommending to the Board the appointment of directors to serve on each committee of the Board; • developing and recommending to the Board such corporate governance policies and procedures as our nominating and corporate governance committee determines is appropriate from time to time; • overseeing the performance and evaluation of the Board, and of each committee of the Board; and • performing such other duties and responsibilities as are consistent with our nominating and corporate governance committee charter. Policy for Consideration of Director Nominees In recommending candidates for election to the Board (including both incumbent nominees and new nominees), the nominating and corporate governance committee considers nominees recommended by directors, 15
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