firms to help identify and evaluate qualified director candidates. Once potential candidates are identified, the Nominating and Corporate Governance Committee reviews the backgrounds of those
candidates, evaluates candidates independence from the Company and potential conflicts of interest and determines if candidates meet the qualifications desired by the Nominating and Corporate Governance Committee for candidates for election as
a director. Mr. Berger was recommended to serve on our Board by our Chief Executive Officer.
In evaluating the suitability of individual candidates
(both new candidates and current Board members), the Nominating and Corporate Governance Committee, in recommending candidates for election, and the Board, in approving (and, in the case of vacancies, appointing) such candidates, may take into
account many factors, including: 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; strong finance experience; relevant social
policy concerns; experience relevant to the Companys industry; experience as a board member or executive officer of another publicly held company; relevant academic expertise or other proficiency in an area of the Companys operations;
diversity of expertise and experience in substantive matters pertaining to the Companys business relative to other board members; diversity of background and perspective, including, but not limited to, with respect to age, gender, race, place
of residence and specialized experience; practical and mature business judgment, including, but not limited to, the ability to make independent analytical inquiries; and any other relevant qualifications, attributes or skills. The Board evaluates
each individual in the context of the Board as a whole, with the objective of assembling a group that can best perpetuate the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of
experience in these various areas. In determining whether to recommend a director for re-election, the Nominating and Corporate Governance Committee may also consider the directors past attendance at
meetings and participation in and contributions to the activities of the Board.
Stockholders may recommend individuals to the Nominating and Corporate
Governance Committee for consideration as potential director candidates by submitting the names of the recommended individuals, together with appropriate biographical information and background materials, to the Nominating and Corporate Governance
Committee, c/o Secretary, Atea Pharmaceuticals, Inc., 125 Summer Street, 16th Floor, Boston, Massachusetts 02110. In the event there is a vacancy, and assuming that appropriate biographical and background material has been provided on a timely
basis, the Nominating and Corporate Governance Committee will evaluate stockholder-recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others.
Communications from Stockholders
The Board will give appropriate attention to written communications that are submitted by stockholders and will respond if and as appropriate. Our Secretary is
primarily responsible for monitoring communications from stockholders and for providing copies or summaries to the directors as she considers appropriate.
Communications are forwarded to the Board or individual directors, as applicable, if they relate to important substantive matters and include suggestions or
comments that our Secretary and Chairman of the Board consider to be important for the directors to know. In general, communications relating to corporate governance and long-term corporate strategy are more likely to be forwarded than
communications relating to ordinary business affairs, personal grievances and matters as to which we tend to receive repetitive or duplicative communications. Stockholders who wish to send communications on any topic to the Board should address such
communications to the Board of Directors in writing: c/o Secretary, Atea Pharmaceuticals, Inc., 125 Summer Street, 16th Floor, Boston, Massachusetts 02110.
Board Leadership Structure and Role in Risk Oversight
The Companys current Board leadership structure consists of a combined Chairman of the Board and Chief Executive Officer (Jean-Pierre Sommadossi, Ph.D.),
an independent director serving as the Lead Director (Franklin Berger), and highly qualified, active independent directors. Our Board exercises its judgment in combining or separating the roles of Chairman of the Board and Chief Executive Officer as
it deems appropriate in light of prevailing circumstances. The
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