constituency; and (iv) be able to devote adequate time to Board activities. A potential candidate will not be considered for a directorship unless he or she satisfies these threshold
criteria.
In addition to these minimum threshold criteria, the Board believes that, as a whole, the Board should possess a
combination of skills, professional experience, and diversity of backgrounds necessary to oversee the Companys business. In this regard, the Board has determined that one or more of its members, among other things, should (i) be currently
serving as an active executive of another corporation, (ii) have prior experience as a chief executive officer or an operating executive with significant responsibility for operating results, (iii) have public company executive experience,
(iv) have public company board experience, (v) have corporate governance experience, (vi) have executive compensation experience, and (vii) have consumer products experience. The Board also believes that one or more of its
members should have functional expertise in each of finance, accounting, legal matters, investment banking, human resources and compensation, technology, manufacturing, international business, research and development, strategic planning, consumer
sales and marketing, retail business, mergers and acquisitions, and environmental, social and governance (ESG) matters. Potential candidates are evaluated based upon the factors described above as well as their independence and relevant
business and industry experience.
The annual evaluation and assessment of the Board and its committees that is performed under the
direction of the Nominating and Corporate Governance Committee enables the Board to update its determination of the skills and experience it seeks on the Board as a whole and in individual directors as the Companys needs evolve and change over
time. See the section below entitled, Annual Board and Committee Evaluation and Assessment. In identifying director candidates from time to time, the Board or Nominating and Corporate Governance Committee may establish specific
skills and experience that it believes the Company should seek in order to constitute a balanced and effective board of directors.
The Company is committed to inclusiveness and to pursuing diversity of the members of its Board in terms of background, experience,
education, skills and perspective. Although the Board does not have a formal policy regarding diversity, it believes that ethnic, gender and cultural diversity among its members can provide distinct value and is important. As such, when considering
a potential new candidate, the Nominating and Corporate Governance Committee and the Board consider candidates with diverse backgrounds in terms of knowledge, experience, skills, and other characteristics, in an effort to increase the Boards
ethnic, gender or cultural diversity. The Board currently includes two female members and one member who self-identifies as a member of an underrepresented community.
The Board believes that its composition appropriately reflects the knowledge, experience, skills, diversity, and other characteristics
required to fulfill its duties. In addition to the diversity of our directors skills and experience that the Nominating and Corporate Governance Committee considers, our nominees for director are also diverse in age, race and gender, which we
believe allows our directors to better represent our customers, employees and other stakeholders.
Identification of
Potential Director Candidates
The Nominating and Corporate Governance Committee uses a variety of methods for identifying
director candidates, including professional search firms and recommendations from the Companys officers, directors, shareholders or other persons. If a shareholder believes that he or she has identified an appropriate candidate who is willing
to serve on the Board, the shareholder may submit a written recommendation to the Chair of the Nominating and Corporate Governance Committee, c/o Corporate Secretary at 2180 Rutherford Road, Carlsbad, California 92008. Such recommendation must
include detailed biographical information concerning the recommended candidate, including a statement regarding the candidates qualifications. The Nominating and Corporate Governance Committee may require such further information and
obtain such further assurances concerning the recommended
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