Nomination Policy and Procedure

A critical role of the Compensation, Nominating and Governance Committee (the "Committee") of the Board of Directors (the "Board") is to identify, evaluate and recommend candidates for the Board and committees of the Board, including candidates recommended by stockholders of the Company. The policies and procedures set forth below describe the process for stockholder nominations and general guidelines regarding nominee identification and evaluation. The Committee intends to review periodically these policies and procedures and recommend to the full Board any changes deemed necessary or desirable.

I. Stockholder Nominations

The Committee will accept for consideration any candidate properly recommended by a stockholder; acceptance of a recommendation for consideration does not imply the Committee will nominate or recommend for nomination the proposed candidate.

Stockholders who wish to nominate qualified candidates to serve as directors of the Company may do so in accordance with the procedures set forth herein. A stockholder must notify the Company in writing, by notice delivered to the attention of the Secretary of the Company at the address of the Company's executive offices as set forth in the Company's periodic reports, of a proposed nominee. Submissions may be by mail, overnight courier or personal delivery. E-mail submissions will not be considered. In order to ensure meaningful consideration of such candidates, notice must be received not later than 120 calendar days prior to the first anniversary of the date of the proxy statement for the prior year's annual meeting of stockholders.

The notice must set forth as to each proposed nominee:

  • the name, age, business address and, if known, residence address,
  • his or her principal occupation or employment and business experience,
  • the number of shares of stock of the Company, if any, which are beneficially owned by such nominee, and
  • any other information concerning the nominee that must be disclosed as to nominees in proxy solicitations pursuant to applicable law, including but not limited to any arrangements or agreements regarding the proposed candidate's nomination, all relationships between the proposed nominee and the recommending stockholder and Company, and all transactions between such parties.

The notice must also set forth with respect to the stockholder giving the notice:

  • the name and address, as they appear on the Company's books, of such stockholder,
  • the number of shares of the Company that are beneficially owned by such stockholder and the time period such shares have been held, and
  • if the recommending stockholder is not a stockholder of record, a statement from the record holder of the shares verifying the holdings of the stockholder and a statement from the recommending stockholder of the length of time the shares have been held.

The Company may require any proposed nominee to furnish such other information as may reasonably be required to determine the eligibility of the nominee to serve as a director, as well as a consent to be interviewed by the Committee if the Committee chooses to do so in its discretion and a consent to serve as a director if nominated and elected. Submissions received through this process will be forwarded to the Committee for review. Only those nominees whose submissions comply with these procedures and who satisfy the qualifications determined by the Committee for directors of the Company will be considered.

II. Qualifications and Candidates

When considering candidates, the Committee strives to achieve a balance of knowledge, experience and accomplishment such that the Company's Board reflects a diversity of talent, age, skill, expertise and perspective. While there are no set minimum requirements, a candidate should:

  • be intelligent, thoughtful and analytical,
  • possess superior business-related knowledge, skills and experience,
  • reflect the highest integrity, ethics and character, and value such qualities in others,
  • have excelled in both academic and professional settings,
  • demonstrate achievement in his or her chosen field,
  • be free of actual or potential conflicts of interest,
  • be familiar with regulatory and governance matters,
  • have the ability to devote sufficient time to the business and affairs of the Company, and
  • demonstrate the capacity and desire to represent, fairly and equally, the best interests of the Company's stockholders as a whole.

In addition to the above criteria (which may be modified from time to time), the Committee may consider such other factors as the committee deems in the best interests of the Company and its stockholders and that may enhance the effectiveness and responsiveness of the Board and its committees. Finally, the Committee considers a candidate's independence, financial sophistication and special competencies.

The Committee identifies potential candidates through referrals and recommendations, including by incumbent directors, management and stockholders, as well as through business and other organizational networks. The Committee may retain and compensate third parties, including executive search firms, to identify or evaluate, or assist in identifying or evaluating, potential director nominees.

Current members of the Board with the requisite skills and experience are considered for re-nomination, balancing the value of the member's continuity of service and familiarity with the Company with that of obtaining a new perspective, and considering each individual's contributions, performance and level of participation, the current composition of the Board, and the Company's needs. If any existing members do not want to continue in service or if it is decided not to re-nominate a director, new candidates are identified in accordance with those skills, experience and characteristics deemed necessary for new nominees, and are evaluated based on the qualifications set forth above. In every case, the Committee meets (in person or telephonically) to discuss each candidate, and may require personal interviews before final approval. Once a slate is selected, the Committee presents it to the full Board.

The Committee does not currently, and does not intend in the future, to differentiate between or alter the manner in which it evaluates candidates based on the constituency (including stockholders) that proposed the candidate.

III. Disclosure

The Company will make available this Policy on its website at

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