Corporate Governance
and have a record and reputation for honest and ethical conduct in both his or her professional
and personal activities. Nominees for director shall be those people who, after taking into account their skills, expertise, integrity, character, judgment, age, independence, corporate experience, length of service, diversity of background and
experience, conflicts of interest, and commitments, including, among other things, service on the boards (or comparable governing bodies) of other public companies, private business companies, or similar organizations, and other qualities, are
believed to enhance the Boards ability to manage and direct, in an effective manner, the affairs and business of the Corporation, including, when applicable, to enhance the ability of committees of the Board to fulfill their duties and/or to
satisfy any independence requirements imposed by law, regulation, or the Nasdaq Rules.
A nominee for director should have an understanding of the workings of large
business organizations such as the Corporation, as well as the ability to make independent, analytical judgments, the ability to communicate effectively, and the ability and willingness to devote the time and effort to be an effective and
contributing member of the Board. In addition, the Nominating and Corporate Governance Committee will examine a candidates specific experiences and skills, time availability in light of other commitments, potential conflicts of interest, and
independence from management and the Corporation.
The Nominating and Corporate Governance Committee will identify potential nominees by asking current directors
and executive officers to notify the Nominating and Corporate Governance Committee if they become aware of persons meeting the criteria described above. The Nominating and Corporate Governance Committee may also, from time to time, engage firms that
specialize in identifying director candidates. As described further in the Corporations Policy on Stockholder Recommendations for Director Candidates, the Nominating and Corporate Governance Committee will also consider candidates recommended
by stockholders.
Once a person is identified by the Nominating and Corporate Governance Committee as a potential candidate, the Nominating and Corporate Governance
Committee may collect and review publicly available information regarding the person to assess whether the person should be considered further. If the Nominating and Corporate Governance Committee determines that the candidate warrants further
consideration, the Nominating and Corporate Governance Committee will contact the person. Generally, if the person expresses a willingness to be considered and to serve on the Board, the Nominating and Corporate Governance Committee will request
information from the candidate and review the persons accomplishments and qualifications, including in light of any other candidates that the Nominating and Corporate Governance Committee might be considering. In certain instances, the
Nominating and Corporate Governance Committee may conduct one or more interviews with the candidate, contact one or more references provided by the candidate, or contact other members of the business community or other persons that may have greater
first-hand knowledge of the candidates accomplishments. The evaluation process conducted by the Nominating and Corporate Governance Committee does not vary based on whether a candidate is recommended by a stockholder, although the Nominating
and Corporate Governance Committee may take into consideration the number of shares held by the recommending stockholder and the length of time that such shares have been held.
The Nominating and Corporate Governance Committee considers diversity of background, including gender and race, perspective, and experience as one of several factors
set forth in the Policy on the Director Nomination Process that it takes into account in evaluating a potential director candidates qualifications. In filling future vacancies on the Board, the Board and the Nominating and Corporate Governance
Committee have reaffirmed their intent to focus on candidates that improve the overall quality of the Board by bringing a diversity of background, perspective, and experience, including with respect to gender, race, age, and specialized experience.
The Nominating and Corporate Governance Committee will generally evaluate the effectiveness of the Policy on the Director Nomination Process annually, including
those sections dealing with diversity of background and experience, but does not have a formal review process covering diversity.
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Inc. | 2021 Proxy Statement