Compensation Committee also determines and approves the compensation for all of the Companys executive officers, and oversees Dr. Koenigs grant of stock options and other awards
to employees other than executive officers. The Compensation Committee also reviews director compensation, including retainers for committee service at least annually and recommends any changes to the Board.
The current members of our Compensation Committee are Karen Ferrante, M.D., Matthew Fust, Scott Jackson, Jay Siegel, M.D. and David Stump,
M.D. Mr. Fust serves as the chair of the Compensation Committee. Each of the members of our Compensation Committee is independent under the applicable rules and regulations of Nasdaq, and under the applicable rules of the SEC, in particular,
Rule
10C-1
under the Exchange Act, is a
non-employee
director as defined in Rule
16b-3
promulgated under the Exchange
Act, and is an outside director as that term is defined in Section 162(m). The Compensation Committee operates under a written charter and the committee reviews compliance with its charter annually. A copy of the Compensation
Committee charter is available on the Corporate Governance section of the Companys website at http://ir.macrogenics.com/governance.
Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee is responsible for making recommendations to our Board regarding candidates for directorships
and the size and composition of our Board. In addition, the Nominating and Corporate Governance Committee is responsible for overseeing our corporate governance policies and reporting and making recommendations to our Board concerning governance
matters, including, on an annual basis, director independence. The current members of our Nominating and Corporate Governance committee are Paulo Costa, Karen Ferrante, M.D., Kenneth Galbraith and David Stump, M.D. Mr. Costa serves as the chair
of the Nominating and Corporate Governance Committee. Each of the members of our Nominating and Corporate Governance Committee is an independent director under the applicable rules and regulations of Nasdaq. The Nominating and Corporate Governance
Committee operates under a written charter and the committee reviews compliance with its charter annually. A copy of the Nominating and Corporate Governance Committee charter is available on the Corporate Governance section of the Companys
website at http://ir.macrogenics.com/governance.
In recommending candidates for election to the Board at the Annual Meeting or any
special meeting of stockholders, the independent members of the Nominating and Corporate Governance Committee may consider such factors as personal and professional integrity, ethics and values, experience in corporate management, experience in the
industries in which we compete, experience as a board member or executive officer of another publicly held company, diversity of expertise and experience in substantive matters pertaining to our business relative to other Board members, conflicts of
interest, practical and mature business judgment, past attendance at meetings, participation n and contributions to the activities of the Board, the results of the most recent Board self-evaluation and any other areas as may be expected to
contribute to an effective Board. The Board believes that a diverse membership with varying perspectives and breadth of experience is an important attribute of a well-functioning Board. With respect to diversity, the Nominating and Corporate
Governance Committee may consider such factors as differences of viewpoint, professional experience, education, skill, and other individual qualities and attributes that contribute to board heterogeneity, including characteristics such as race,
gender, and national origin. Further, in considering new candidates for the Board, the Nominating and Corporate Governance Committee shall make efforts to identify directors who can add to the diversity of the Board, considering such factors as age,
gender, sexual orientation, and racial or ethnic makeup.
The Board evaluates each individual in the context of the Board as a whole, with
the objective of assembling a group that can best maximize the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of experience in these various areas.
The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders. For a stockholder to make any
nomination for election to the Board at an Annual Meeting, the
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