Table of Contents
that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.
board of directors has determined that all of our directors, except Sean P. Nolan and Dr. Brian K. Kaspar, are independent directors, as defined under
applicable NASDAQ rules. In making such determination, our board of directors considered the relationships that each such non-employee director has with our company and all other facts and
circumstances that our board of directors deemed relevant in determining his or her independence, including the beneficial ownership of our capital stock by each non-employee director.
are no family relationships among any of our directors or executive officers.
Role of the Board in Risk Oversight
One of the key functions of our board of directors is informed oversight of our risk management process. Our board of directors does
not have a standing risk management committee, but rather administers this oversight function directly through the board of directors as a whole, as well as through various standing committees of our
board of directors that address risks inherent in their respective areas of oversight. In particular, our board of directors is responsible for monitoring and assessing strategic risk exposure and 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. The audit committee also monitors compliance with legal and regulatory requirements.
Our board of directors has established an audit committee, compensation committee and a nominating and corporate governance committee,
each of which operate pursuant to a committee charter. Our board of directors may establish other committees to
facilitate the management of our business. The composition and functions of each committee are described below.
Our audit committee consists of Terrence Kearney, Frank Verwiel and Paul Manning, with Mr. Kearney serving as chair of the
audit committee. Our board of directors has determined that each of these individuals meets the independence requirements of the Sarbanes-Oxley Act of 2002, as amended, or the Sarbanes-Oxley Act,
Rule 10A-3 under the Exchange Act, and the applicable listing standards of NASDAQ. Each member of our audit committee can read and understand fundamental financial statements in accordance with
NASDAQ audit committee requirements. In arriving at this determination, the board has examined each audit committee member's scope of experience and the nature of their prior and/or current
board of directors has determined that Mr. Kearney qualifies as an audit committee financial expert within the meaning of SEC regulations and meets the financial
sophistication requirements of the NASDAQ listing rules. In making this determination, our board has considered Mr. Kearney's formal education and previous and current experience in financial
roles. Both our independent registered public accounting firm and management periodically meet privately with our audit committee.
functions of this committee include, among other things:
- evaluating the performance, independence and qualifications of our independent auditors and determining whether to retain our existing
independent auditors or engage new independent auditors;