Nominating and Corporate Governance Committee Charter
The purpose of the Nominating and Corporate Governance Committee (the "Committee") of the Board is to assist the Board in discharging the Board's responsibilities regarding:
- the identification of qualified candidates to become Board members;
- the selection of nominees for election as directors at the next annual meeting of stockholders (or special meeting of stockholders at which directors are to be elected);
- the selection of candidates to fill any vacancies on the Board;
- the development and recommendation to the Board of a set of corporate governance guidelines and principles applicable to the Company;
- oversight of the evaluation of the board; and
- otherwise taking a leadership role in shaping the corporate governance of the Company.
In addition to the powers and responsibilities expressly delegated to the Committee in this Charter, the Committee may exercise any other powers and carry out any other responsibilities delegated to it by the Board from time to time consistent with the Company's bylaws. The powers and responsibilities delegated by the Board to the Committee in this Charter or otherwise shall be exercised and carried out by the Committee as it deems appropriate without requirement of Board approval, and any decision made by the Committee (including any decision to exercise or refrain from exercising any of the powers delegated to the Committee hereunder) shall be at the Committee's sole discretion. While acting within the scope of the powers and responsibilities delegated to it, the Committee shall have and may exercise all the powers and authority of the Board. To the fullest extent permitted by law, the Committee shall have the power to determine which matters are within the scope of the powers and responsibilities delegated to it.
The Committee shall be composed of three or more directors, as determined by the Board, each of whom (a) satisfies the independence requirements of the Nasdaq National Market, and (b) has experience, in the business judgment of the Board, that would be helpful in addressing the matters delegated to the Committee.
The members of the Committee, including the Chair of the Committee, shall be appointed by the Board. Committee members may be removed from the Committee, with or without cause, by the Board. Any action duly taken by the Committee shall be valid and effective, whether or not the members of the Committee at the time of such action are later determined not to have satisfied the requirements for membership provided herein.
The Chair (or in his or her absence, a member designated by the Chair) shall preside at each meeting of the Committee and set the agendas for Committee meetings. The Committee shall have the authority to establish its own rules and procedures for notice and conduct of its meetings so long as they are not inconsistent with the provisions of the Company's bylaws that are applicable to the Committee.
The Committee shall meet on a regularly scheduled basis at least two times per year and more frequently as the Committee deems necessary or desirable.
All non-management directors that are not members of the Committee may attend and observe meetings of the Committee, but shall not participate in any discussion or deliberation unless invited to do so by the Committee, and in any event shall not be entitled to vote. The Committee may, at its discretion, include in its meetings members of the Company's management, or any other person whose presence the Committee believes to be desirable and appropriate. Notwithstanding the foregoing, the Committee may exclude from its meetings any person it deems appropriate, including but not limited to, any non-management director that is not a member of the Committee.
The Committee may retain any independent counsel, experts or advisors that the Committee believes to be desirable and appropriate. The Committee may also use the services of the Company's regular legal counsel or other advisors to the Company. The Company shall provide for appropriate funding, as determined by the Committee, for payment of compensation to any such persons employed by the Committee and for ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties. The Committee shall have sole authority to retain and terminate any search firm to be used to identify director candidates, including sole authority to approve such search firm's fees and other retention terms.
The Chair shall report to the Board regarding the activities of the Committee at appropriate times and as otherwise requested by the Chairman of the Board.
- At an appropriate time prior to each annual meeting of stockholders at which directors are to be elected or reelected, the Committee shall recommend to the Board for nomination by the Board such candidates as the Committee, in the exercise of its judgment, has found to be well qualified and willing and available to serve.
- At an appropriate time after a vacancy arises on the Board or a director advises the Board of his or her intention to resign, the Committee shall recommend to the Board for appointment by the Board to fill such vacancy, such prospective member of the Board as the Committee, in the exercise of its judgment, has found to be well qualified and willing and available to serve.
- For purposes of (a) and (b) above, the Committee may consider the following criteria, among others the Committee shall deem appropriate, in recommending candidates for election to the Board:
- personal and professional integrity, ethics and values;
- experience in corporate management, such as serving as an officer or former officer of a publicly held company, and a general understanding of marketing, finance and other elements relevant to the success of a publicly-traded company in today's business environment;
- experience in the Company's industry and with relevant social policy concerns;
- experience as a board member of another publicly held company;
- academic expertise in an area of the Company's operations; and
- practical and mature business judgment, including ability to make independent analytical inquiries.
- personal and professional integrity, ethics and values;
2. The Committee shall, at least annually, review the performance of each current director and shall consider the results of such evaluation when determining whether or not to recommend the nomination of such director for an additional term.
3. The Committee shall be responsible for determining an orientation program for new directors and a continuing education programs for directors.
4. The Committee shall make recommendations to the Board for the creation of additional committees of the Board or the elimination of certain committees.
5. The Committee shall recommend directors to serve on the committees of the Board and to serve as Chair of such committees.
6. In appropriate circumstances, the Committee, in its discretion, shall consider and may recommend the removal of a director for cause, in accordance with the applicable provisions of the Company's certificate of incorporation, bylaws and Corporate Governance Guidelines.
7. The Committee shall oversee the Board in the Board's annual review of its performance (including its composition and organization), and will make appropriate recommendations to improve performance.
8. The Committee shall make recommendations to the Board regarding governance matters, including, but not limited to, the Company's certificate of incorporation, bylaws and the charters of the Company's other committees.
9. The Committee shall develop and recommend to the Board the Corporate Governance Guidelines.
10. The Committee shall consider, develop and recommend to the Board such policies and procedures with respect to the nomination of directors or other corporate governance matters as may be required or required to be disclosed pursuant to any rules promulgated by the Securities and Exchange Commission or otherwise considered to be desirable and appropriate in the discretion of the Committee.
11. The Committee shall assist the Board in the succession plans relating to the Chief Executive Officer and other executive officers.
12. The Committee shall evaluate its own performance on an annual basis, including its compliance with this Charter, and provide the Board with any recommendations for changes in procedures or policies governing the Committee. The Committee shall conduct such evaluation and review in such manner as it deems appropriate.
13. The Committee shall periodically report to the Board on its findings and actions.
14. The Committee shall review and reassess this Charter at least annually and submit any recommended changes to the Board for its consideration.
In fulfilling its responsibilities, the Committee shall be entitled to delegate any or all of its responsibilities to a subcommittee of the Committee, to the extent consistent with the Company's certificate of incorporation, bylaws, Corporate Governance Guidelines and applicable law and rules of markets in which the Company's securities then trade.
JAMES M. SULLIVAN has been a director since 1992.
Mr. Sullivan is a co-founder and the principal advisor at the Clover Investment Group. Between 1986 and April 2009, he held several positions with Marriott International, Inc., and its predecessor, Marriott Corp., including vice president of mergers and acquisitions, and executive vice president of Lodging Development. Prior to joining Marriott, Mr. Sullivan was chairman, president and chief executive officer of Tenly Enterprises, Inc., a privately held company operating 105 restaurants. He also held senior management positions with Harrah's Entertainment, Inc., Holiday Inns, Inc., Kentucky Fried Chicken Corp. and Heublein, Inc. He was also a senior auditor with Arthur Andersen & Co. and served as a director of Classic Vacation Group, Inc. until its acquisition by Expedia, Inc. in March 2002.
Mr. Sullivan currently serves as a member of the Board of Directors of SeaSpine Holdings Corporation.
Mr. Sullivan received a B.S. degree in accounting from Boston College and an M.B.A. from the University of Connecticut.
KEITH BRADLEY, PH.D. has been a director since 1992.
He has been the chair of the compensation committee and is a member of the nomination and governance committee. He also currently serves as a director and member of the compensation committee of SeaSpine Holdings Corporation. Between 1996 and 2003, he was a director of Highway Insurance plc, an insurance company listed on the London Stock Exchange, and has been a consultant to a number of businesses, governments and international organizations. Dr. Bradley was formerly a visiting professor at the Harvard Business School, Wharton and UCLA, a visiting fellow at Harvard's Center for Business and Government and a professor of international management and management strategy at the Open University and Cass Business School, U.K. Dr. Bradley has taught at the London School of Economics and was the director of the School's Business Performance Group for more than six years. He received B.A. (Hons) degree from Middlesex University, and M.A. and Ph.D. degrees from the British University of Essex. Dr. Bradley is an adviser to RPH Capital, Canada. He currently serves as a director and member of the compensation committee of SeaSpine Holdings Corporation. In addition, he previously served as a director and chair of North Star Capital Management Limited and GRS Financial Solutions Limited.
BARBARA B. HILL has been a director of the company since May 2013. Ms. Hill has been an operating partner of NexPhase Capital, formerly Moelis Capital Partners, a private equity firm, since 2016. She is responsible for assessing the firm’s healthcare-related investments and providing strategic operating support for its healthcare portfolio companies.
Previous to Moelis Capital Partners, she served as chief executive officer and a director of ValueOptions, Inc., a managed behavioral health company, and FHC Health Systems, Inc., its parent company. Her other previous roles included serving as chairman and chief executive officer of Woodhaven Health Services, an institutional pharmacy company, and president and a director of Express Scripts, Inc. She was also responsible for operations nationally for Cigna HealthCare and also served as the chief executive officer of health plans owned by Prudential, Aetna and the Johns Hopkins Health System.
Currently, Ms. Hill serves as a board member and member of the compensation committee of Owens and Minor, a health care product distribution company. In addition, Ms. Hill serves as a board member and a member of the compensation committee of Omega Healthcare Investors, Inc., a Maryland real estate investment trust. Ms. Hill’s previous board memberships included St. Jude Medical and Revera Inc., a Canadian company operating seniors' facilities throughout Canada, the United Kingdom and the United States. She was previously active with the boards or committees of the Association of Health Insurance Plans and other health insurance industry groups.
Ms. Hill received her B.A. and M.S. degrees from Johns Hopkins University.