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in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors.
division of our board of directors into three classes with staggered three-year terms may delay or prevent stockholder efforts to effect a change of our management or a change in
Applicable NASDAQ rules require a majority of a listed company's board of directors to be comprised of independent directors within
one year of listing. In addition, NASDAQ rules require that, subject to specified exceptions, each member of a listed company's audit, compensation and nominating and corporate governance committees
be independent and that audit committee members also satisfy independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. The NASDAQ
independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director nor any of
his family members has engaged in various types of business dealings with us. In addition, under applicable NASDAQ rules, a director will only qualify as an "independent director" if, in the opinion
of the listed company's board of directors, 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