DIRECTORS AND EXECUTIVE OFFICERS
The Company's executive officers are appointed on an annual basis by, and serve at the discretion of the Board. Each executive officer is a
full-time employee of Yield10. The following table sets forth the directors and executive officers of the Company, their ages, and the positions currently held by each such person with the Company as
of the date of this proxy statement:
|
|
|
|
|
|
Name
|
|
Age
|
|
Position
|
Oliver P. Peoples, Ph.D.
|
|
|
61
|
|
President and Chief Executive Officer, Director
|
Richard W. Hamilton, Ph.D.(1)(2)(3)
|
|
|
56
|
|
Director
|
Peter N. Kellogg(1)
|
|
|
63
|
|
Director
|
Joseph Shaulson
|
|
|
53
|
|
Director
|
Anthony J. Sinskey, Sc.D.(2)(3)
|
|
|
79
|
|
Director
|
Robert L. Van Nostrand(1)(2)
|
|
|
61
|
|
Chairman of the Board, Director
|
Lynne H. Brum
|
|
|
55
|
|
Vice President, Planning and Communications
|
Charles B. Haaser
|
|
|
63
|
|
Vice President, Finance, Chief Accounting
Officer and Treasurer
|
Kristi D. Snell, Ph.D.
|
|
|
51
|
|
Vice President, Research and Chief Science
Officer
|
-
(1)
-
Member
of the Audit Committee
-
(2)
-
Member
of the Compensation Committee
-
(3)
-
Member
of the Nominating and Corporate Governance Committee
7
BIOGRAPHICAL INFORMATION
Oliver P. Peoples, Ph.D.
, has served as our President and Chief Executive Officer since October
2016. He was co-founder of Yield10 Bioscience. He served as our Chief Scientific Officer starting in January 2000 and was previously our Vice President of Research and Development.
Dr. Peoples has served as a Director since June 1992. Before founding the Company, Dr. Peoples was a research scientist with the Department of Biology at MIT. The research carried out by
Dr. Peoples at MIT established the fundamental tools and methods for engineering bacteria and plants to produce polyhydroxyalkanoates. Dr. Peoples received a Ph.D. in Molecular Biology
from the University of Aberdeen, Scotland. The Board believes that Dr. Peoples provides important technical and scientific understanding to the Board's analysis of Company strategy. As Chief
Executive Officer and a founder of the Company, Dr. Peoples has unique information related to the Company's research and technology and has led and directed many of its scientific research and
development programs. Dr. Peoples also contributes to the Board's understanding of the intellectual property aspects of the Company's technology platforms.
Richard W. Hamilton, Ph.D.
, joined Yield10 Bioscience as a Director during March 2017 and serves as Chairman of the Nominating and
Corporate Governance Committee. From 2002 to 2016, he served as Chief Executive Officer and as a member of the board of directors at Ceres, Inc., after previously serving as Ceres' Chief
Financial Officer from 1998 to 2002. In addition to his leadership role at Ceres, Dr. Hamilton has sat on the Keck Graduate Institute Advisory Council and he was a founding member of the
Council for Sustainable Biomass Production. He has served on the U.S. Department of Energy's Biomass Research and Development Technical Advisory Committee and has been active in the Biotechnology
Industry Organization where he has served as Vice Chairman of the organization, chaired its Food and Agriculture Governing Board and served in other leadership roles. From 1992 to 1997,
Dr. Hamilton was a Principal at Oxford Bioscience Partners and from 1993 to 1996 he was an Associate at Boston-based MVP Ventures. From 1990 to 1991, Dr. Hamilton was a Howard Hughes
Medical Institute Research Fellow at Harvard Medical School. Dr. Hamilton received a B.S. in biology from St. Lawrence University and holds a Ph.D. in molecular biology from Vanderbilt
University. The Board believes that Dr. Hamilton brings extensive management, agricultural biotechnology and financial experience that will contribute to his role on the Board and as Chairman
of our Nominating and Corporate Governance Committee. He also serves as an important resource on the Audit Committee.
Peter N. Kellogg
has served as a Director of Yield10 Bioscience since March 2007. He was named Executive Vice President and Chief
Corporate Strategy Officer of Celgene Corporation in August 2018, and had previously served as Executive Vice President and Chief Financial Officer of Celgene since August 2014. Prior to that,
Mr. Kellogg was Chief Financial Officer and Executive Vice President of Merck & Co. Inc. from 2007 to 2014. From 2000 to 2007, Mr. Kellogg served as Chief Financial
Officer and Executive Vice President of Finance (since 2003) at Biogen, Inc. Before that, he served as Senior Vice President, PepsiCo E-Commerce at PepsiCo Inc. from March to July 2000
and as Senior Vice President and Chief Financial Officer, Frito-Lay International, from 1998 to 2000. From 1987 to 1998, he served in a variety of senior financial, international and general
management positions at PepsiCo and the Pepsi-Cola International, Pepsi-Cola North America, and Frito-Lay International divisions. Prior to joining PepsiCo, Mr. Kellogg was a senior consultant
with Arthur Andersen & Co. and Booz Allen & Hamilton. He received a BSE from Princeton University in 1978 and an MBA from The Wharton School in 1982. The Board of Directors has
concluded that Mr. Kellogg should serve as a director because his experience in finance and technology will be valuable to Yield10 Bioscience. Mr. Kellogg brings valuable insights
from his current and prior positions that contribute to his role on the Board. He also serves as an important resource on the Audit Committee.
Joseph Shaulson
has served as a Director since December 2013. He was previously our President and Chief Executive Officer from January
2014 until October 2016. Mr. Shaulson was previously Executive Vice President of Arch Chemicals with responsibility for a variety of global businesses,
8
including
Personal Care and Industrial Biocides, Wood Protection, Performance Products and Industrial Coatings. He also led Arch's strategic planning and corporate development functions when he joined
the company as Vice President, Strategic Development in 2008. Prior to Arch, Mr. Shaulson served in
various leadership positions at Hexcel Corporation, an advanced composites company, including President of the Reinforcements Business Unit. Prior to Hexcel, Mr. Shaulson served as a corporate
associate at the law firm of Skadden, Arps, Slate, Meagher & Flom. Mr. Shaulson received a Bachelor of Science degree in Economics and a Master of Business Administration degree from the
Wharton School at the University of Pennsylvania, as well as a Juris Doctor degree from the University of Pennsylvania Law School. The Board of Directors has concluded that Mr. Shaulson should
serve as a Director because he is a proven executive who has successfully led and developed global specialties businesses and he has valuable knowledge and experience related to the Company's
agricultural biotechnology gained during his tenure as the Company's President and Chief Executive Officer.
Anthony J. Sinskey, Sc.D.
, has served as a Director since June 1992, was a co-founder of Yield10 Bioscience, and serves as Chairman
of the Compensation Committee. From 1968 to present, Dr. Sinskey has been on the faculty of MIT. Currently at MIT, he serves as Professor of Microbiology in the Department of Biology and
Professor of Health Sciences and Technology in the Harvard-MIT Health Sciences and Technology Program Engineering Systems Division, as well as faculty director of the Center for Biomedical Innovation.
Dr. Sinskey was a co-founder and served on the board of directors of Merrimack Pharmaceuticals, Inc. from 1999 until January 2015. Dr. Sinskey received a B.S. from the University
of Illinois and a Sc.D. from MIT. The Board believes that, as a faculty member of an academic institution with significant research activity in areas related to the Company's own research,
Dr. Sinskey contributes to the Board his scientific knowledge and his awareness of new developments in these fields. Dr. Sinskey's involvement with other start-up and developing
enterprises also makes him a valuable Board member.
Robert L. Van Nostrand
is a consultant who has served as Chairman of the Board since October 2013 and as a Director since October 2006.
From January 2010 to July 2010, he was Executive Vice President and Chief Financial Officer of Aureon Laboratories, Inc. From July 2007 until September 2008, Mr. Van Nostrand served as
Executive Vice President and Chief Financial Officer of AGI Dermatics, Inc. Mr. Van Nostrand was with OSI Pharmaceuticals, Inc. from 1986 to 2007, serving as Senior Vice President
and Chief Compliance Officer from May 2005 until July 2007, and as the Vice President and Chief Financial Officer from 1996 through 2005. Prior to joining OSI, Mr. Van Nostrand was in a
managerial position with Touche Ross & Co. (currently Deloitte). Mr. Van Nostrand serves on the board of directors and is Chairman of the audit committee and a member of the
compensation committee of Achillion Pharmaceuticals, Inc. (since 2007), serves on the board of directors and is Chairman of the audit committee of Intra-Cellular Therapies, Inc. (since
January 2014), serves on the boards of directors of Enumeral Biomedical, Inc. (since December 2014) and the Biomedical Research Alliance of New York (BRANY) (since 2011), and served on the
board of directors and as Chairman of the audit committee of Apex Bioventures, Inc. from 2006 to 2009. Mr. Van Nostrand received a B.S. in Accounting from Long Island University, New
York, completed advanced management studies at the Wharton School, and he is a Certified Public Accountant. The Board believes that the Company is very fortunate to have Mr. Van Nostrand serve
as a director and as Chairman of our Audit Committee because of the depth of his experience and expertise in financial reporting and corporate compliance, as well as his operational experience.
Lynne H. Brum
has served as Vice President, Planning and Communications since October 2016. She joined the Company in November 2011 as
Vice President, Marketing and Corporate Communications. Prior to joining the Company, in 2010 to 2011 she was a communications consultant and served in various roles including as a freelance project
director for Seidler Bernstein Inc. Ms. Brum served from
2007 to 2009 as an Executive Vice President at Porter Novelli Life Sciences, a subsidiary of global PR firm, Porter Novelli International. Prior to that, Ms. Brum was responsible for corporate
9
communications,
investor relations and brand management for Vertex Pharmaceuticals, Inc. from 1994 to 2007 in various positions, including Vice President of Strategic Communications.
Ms. Brum was also a vice president at Feinstein Kean Healthcare and was part of the communications team at Biogen, Inc. Ms. Brum holds a bachelor's degree in biological sciences
from Wellesley College and a master's degree in business administration from Simmons College's School of Management.
Charles B. Haaser
has served as the Company's Vice President, Finance, Chief Accounting Officer and Treasurer since October 2016 after
having served as Chief Accounting Officer and Treasurer since November 2014, and its Corporate Controller since 2008. Mr. Haaser has more than thirty years of experience in accounting and
finance, primarily working for publicly traded U.S. companies. Before joining Yield10 Bioscience, Mr. Haaser was the Corporate Controller of Indevus Pharmaceuticals, Inc. from
2006 to 2008. He was the Corporate Controller and Principal Accounting Officer at ABIOMED, Inc. from 1998 to 2006 and additionally served as ABIOMED's Acting Chief Financial Officer from 2003
to 2006. From 1997 to 1998 Mr. Haaser was Controller for Technical Communications Corporation and from 1986 to 1997 was the Director of Finance at ISI Systems, Inc. From 1984 to 1986
Mr. Haaser was an auditor in the commercial audit division of Price Waterhouse LLP (now PricewaterhouseCoopers LLP). Mr. Haaser received a bachelor's degree in business
administration (finance) from the University of Notre Dame, an MBA from Northeastern University and a Masters of Science in Taxation from Bentley University. Mr. Haaser became a Certified
Public Accountant in 1997.
Kristi D. Snell, Ph.D.
was named Vice President, Research and Chief Science Officer in October 2016 in conjunction with the transition to
Yield10 Bioscience as the Company's core business. Dr. Snell joined the Company in 1997 and she has led the plant science research program since its inception. She has held a number of
positions with the Company, including Vice President, Research and Biotechnology from July 2013 until October 2016 and President of Metabolix Oilseeds, the Company's wholly owned Canadian subsidiary,
from April 2014 to present. Dr. Snell has more than 20 years of relevant experience and is an industry recognized expert in metabolic engineering of plants and microbes for the
production of novel products and increased plant yield. Dr. Snell received a bachelor of science degree in Chemistry from the University of Michigan, and a Ph.D. in Organic Chemistry from
Purdue University where she worked on metabolic engineering strategies to increase carbon flow to industrial products. Dr. Snell conducted her post-doctoral research at MIT in biochemistry and
metabolic engineering.
10
CORPORATE GOVERNANCE AND BOARD MATTERS
Independence of Members of the Board of Directors
The Board of Directors has determined that each of the Company's non-employee directors (Dr. Hamilton, Mr. Kellogg,
Dr. Sinskey, Mr. Shaulson, and Mr. Van Nostrand) is independent within the meaning of the director independence standards of The Nasdaq Stock Market, LLC. ("Nasdaq") and
the Securities and Exchange Commission ("SEC"), including rules under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Furthermore, the Board of Directors has determined that each
member of each of the Audit, Compensation and Nominating and Corporate Governance committees of the Board of Directors is independent within the meaning of the director independence standards of
Nasdaq and the SEC, and that each member of the Audit Committee meets the heightened director independence standards for audit committee members as required by the SEC.
At
least annually, a committee of the Board of Directors evaluates all relationships between the Company and each director in light of relevant facts and circumstances for the purpose of
determining
whether a material relationship exists that might signal a potential conflict of interest or otherwise interfere with such director's ability to satisfy his responsibilities as an independent
director.
Executive Sessions
The Board of Directors generally holds executive sessions of the independent directors following regularly scheduled in-person meetings of the
Board of Directors, at least four times a year. Executive sessions do not include any employee directors of the Company.
Board Leadership Structure
Robert L. Van Nostrand serves as our non-executive Chairman of the Board. Since March 2008, we have maintained a leadership structure with the
non-executive Chairman separate from the Chief Executive Officer, although the Board of Directors has no formal policy with respect to the separation of such offices. Our Board of Directors believes
that having separate offices of the Chairman and Chief Executive Officer currently functions well and is the appropriate leadership structure for our Company. While the Board of Directors may combine
these offices in the future if it considers such a combination to be in the best interest of the Company, it currently intends to retain this structure. Separating these positions allows our Chief
Executive Officer to focus on our day-to-day business, while allowing the Chairman of the Board to lead our Board of Directors in its fundamental role of providing advice to and independent oversight
of management.
The Board of Directors' Role in Risk Oversight
The risk oversight function of the Board is carried out by both the Board and its committees. The full Board (or the appropriate Board committee
in the case of risks that are under the purview of a particular committee) discusses with management our major risk exposures, their potential impact on our Company, and the steps we take to manage
them. The Board regularly reviews information regarding our liquidity and operations, as well as the risks associated with each, and oversees management of risks associated with environmental, health
and safety, and other compliance matters. Our Audit Committee meets periodically with management to discuss our major financial and operating risk exposures and the steps, guidelines and policies
taken or implemented relating to risk assessment and risk management. The Compensation Committee is responsible for overseeing the
management of risks relating to our executive compensation plans and arrangements. Our Nominating and Corporate Governance Committee manages risks associated with the independence of the Board and
potential conflicts of interest.
11
Compensation Risk Assessment
The Compensation Committee believes that our employee compensation policies and practices are not structured to be reasonably likely to present
a material adverse risk to the Company. We believe we have allocated our compensation among base salary and short- and long-term incentive compensation opportunities in such a way as to not encourage
excessive or inappropriate risk-taking by our executives and other employees. We also believe our approach to goal setting and evaluation of performance results reduce the likelihood of excessive
risk-taking that could harm our value or reward poor judgment.
Policies Governing Director Nominations
Director Qualifications
The Nominating and Corporate Governance Committee of the Board of Directors is responsible for reviewing, from time to time, the appropriate
qualities, skills and characteristics desired of members of the Board of Directors in the context of the current make-up of the Board of Directors and selecting or recommending to the Board of
Directors, nominees for election as Directors. This assessment includes consideration of the following minimum qualifications set forth in our
Corporate Governance Guidelines that can be found in the corporate governance section of our website at
http://ir.yield10bio.com/corporate-governance
:
-
-
The director shall have experience at a strategic or policymaking level in a business, government, non-profit or academic organization of high
standing.
-
-
The director shall be highly accomplished in his or her respective field, with superior credentials and recognition.
-
-
The director shall be well regarded in the community and shall have a long-term reputation for high ethical and moral standards.
-
-
The director shall have sufficient time and availability to devote to the affairs of the Company, particularly in light of the number of boards
on which the nominee may serve.
-
-
To the extent such director serves or has previously served on other boards, the director shall have a demonstrated history of actively
contributing at board meetings.
The
Nominating and Corporate Governance Committee also considers numerous other qualities, skills and characteristics when evaluating director nominees, such
as:
-
-
An understanding of and experience in the biotechnology, chemicals or agricultural industries;
-
-
An understanding of and experience in accounting oversight, governance, finance, marketing or regulatory affairs; and
-
-
Leadership experience with public companies or other significant organizations.
These
factors and others are considered useful by the Board of Directors, and are reviewed in the context of an assessment of the perceived needs of the Board of Directors at a
particular point in time. While the Board does not have a formal diversity policy, the Nominating and Corporate Governance Committee seeks nominees with a broad diversity of experience, professions,
skills, and backgrounds.
Process for Identifying and Evaluating Director Nominees
The Board of Directors is responsible for selecting and nominating candidates for election as directors but delegates the selection and
nomination process to the Nominating and Corporate Governance Committee, with the expectation that other members of the Board of Directors or members of management will be requested to take part in
the process as appropriate.
12
Generally,
the Nominating and Corporate Governance Committee identifies candidates for director nominees in consultation with management, through the use of search firms or other
advisers, through the recommendations submitted by stockholders or through such other methods as the Nominating and Corporate Governance Committee deems to be helpful to identify candidates. Once
candidates have been identified, the Nominating and Corporate Governance Committee confirms that the candidates meet all of the minimum qualifications for director nominees established by the
Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee may gather information about the candidates through interviews, background checks, or any other means
that the Nominating and Corporate Governance Committee deems to be helpful in the evaluation process. The Nominating and Corporate Governance Committee discusses and evaluates the qualities and skills
of
each candidate, taking into account the overall composition and needs of the Board. Based on the results of the evaluation process, the Nominating and Corporate Governance Committee recommends
candidates for the Board's approval as director nominees for election to the Board. The Nominating and Corporate Governance Committee also recommends candidates for the Board's appointment to the
committees of the Board.
Procedures for Recommendation of Nominees by Stockholders
The Nominating and Corporate Governance Committee will consider director candidates who are recommended by the stockholders of the Company.
Stockholders, in submitting recommendations to the Nominating and Corporate Governance Committee for director candidates, shall follow the procedures set forth in the Company's Corporate Governance
Guidelines found on our website at
http://ir.yield10bio.com/corporate-governance
. The Nominating and Corporate Governance Committee must receive any
such recommendation for nomination not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the
preceding year's Annual Meeting.
Such
recommendation for nomination must be in writing and include the following:
-
-
Name and address of the stockholder making the recommendation, as they appear on the Company's books and records, and of such record holder's
beneficial owner;
-
-
Number of shares of capital stock of the Company that are owned beneficially and held of record by such stockholder and such beneficial owner;
-
-
Name and address of the individual recommended for consideration as a director nominee (a "Director Nominee");
-
-
The principal occupation of the Director Nominee;
-
-
The total number of shares of capital stock of the Company that will be voted for the Director Nominee by the stockholder making the
recommendation;
-
-
All other information relating to the recommended candidate that would be required to be disclosed in solicitations of proxies for the election
of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (including the recommended candidate's
written consent to being named in the proxy statement as a nominee and to serving as a director if approved by the Board and elected); and
-
-
A written statement from the stockholder making the recommendation stating why such recommended candidate would be able to fulfill the duties
of a director.
Nominations
must be sent to the attention of the Secretary of the Company by U.S. Mail (including courier or expedited delivery service) to Yield10 Bioscience, Inc., 19
Presidential Way, Woburn, MA 01801. The Secretary of the Company will promptly forward any such nominations to the
13
Nominating
and Corporate Governance Committee. Once the Nominating and Corporate Governance Committee receives the nomination of a candidate, the candidate will be evaluated and a recommendation with
respect to such candidate will be delivered to the Board. Nominations not made in accordance with the foregoing policy shall be disregarded by the Nominating and Corporate Governance Committee and
votes cast for such nominees shall not be counted.
Policy Governing Stockholder Communications with the Board of Directors
The Board provides to every stockholder the ability to communicate with the Board, as a whole, and with individual directors on the Board
through an established process for stockholder communication (as that term is defined by the rules of the SEC). Stockholders may send such communication to the attention of the Chairman of the Board
or to the attention of the individual director by U.S. Mail (including courier or expedited delivery service) to Yield10 Bioscience, Inc., 19 Presidential Way, Woburn, MA 01801. The
Company will forward any such stockholder communication to the Chairman of the Board, as a representative of the Board, and/or to the director to whom the communication is addressed.
Policy Governing Director Attendance at Annual Meetings of Stockholders
Our policy is to schedule a regular meeting of the Board of Directors on the same date as the Company's annual meeting of stockholders
and, accordingly, directors are encouraged to be present at our stockholder meetings. All of the individuals who were directors of the Company at the time of the 2018 annual meeting of stockholders
attended that meeting.
Code of Business Conduct and Ethics
The Company has adopted the Code of Business Conduct and Ethics ("Code of Business Conduct") as its "code of ethics" as defined by regulations
promulgated under the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act (and in accordance with the Nasdaq requirements for a "code of conduct"), which applies to all of
the Company's directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar
functions. A current copy of the Code of Business Conduct is available at the Company's website at
http://ir.yield10bio.com/corporate-governance
under
"Investor RelationsCorporate Governance." A copy of the Code of Business Conduct may also be obtained free of charge from the Company upon a request directed to Yield10
Bioscience, Inc., 19 Presidential Way, Woburn, MA 01801, Attention: Investor Relations. The Company will promptly disclose any substantive changes in or waivers, along with reasons for
the waivers, of the Code of Business Conduct granted to its executive officers, including its principal executive officer, principal financial officer, principal accounting officer or controller, or
persons performing similar
functions, and its directors by posting such information on its website at
http://ir.yield10bio.com/corporate-governance
.
14
THE BOARD OF DIRECTORS AND ITS COMMITTEES
Board of Directors
The Board of Directors held five meetings during the year ended December 31, 2018. In addition, there were numerous conference calls held
with the Board for informational updates and discussion. During the year ended December 31, 2018, no director attended fewer than 75% of the aggregate of (i) the total number of meetings
of the Board and (ii) the total number of meetings held by all committees of the Board on which such director served. The Board has a standing Audit Committee, Compensation Committee and
Nominating and Corporate Governance Committee. Each of these committees has a charter that has been approved by the Board of Directors. A current copy of each charter is available on the Company's
website at
http://ir.yield10bio.com/corporate-governance
. Each committee reviews the appropriateness of its charter periodically, as conditions dictate.
Each committee retains the authority to engage its own advisors and consultants. The composition and responsibilities of each committee are summarized below.
Audit Committee
Mr. Van Nostrand, Mr. Kellogg and Dr. Hamilton serve on the Audit Committee. Mr. Van Nostrand is the Chairman of the
Audit Committee. The Board of Directors has determined that each member of the Audit Committee is independent within the meaning of the Company's and
Nasdaq's director independence standards and the SEC's heightened director independence standards for Audit Committee members as determined under the Exchange Act. The Board of Directors has also
determined that each of Mr. Kellogg, Mr. Van Nostrand and Dr. Hamilton also qualify as "audit committee financial experts" under the rules of the SEC. The Audit Committee held
four meetings during the year ended December 31, 2018.
The
Audit Committee is responsible for overseeing the accounting and financial reporting processes of the Company and the audits of the financial statements of the Company and exercising
the responsibilities and duties set forth in its charter, including but not limited to:
-
-
appointing, approving the compensation of, and assessing the independence of our independent registered public accounting firm;
-
-
pre-approving auditing and permissible non-audit services, and the terms of such services, to be provided by our independent registered public
accounting firm;
-
-
reviewing and discussing with management and the independent registered public accounting firm our annual and quarterly financial statements
and related disclosures;
-
-
coordinating the oversight and reviewing the adequacy of our internal control over financial reporting;
-
-
establishing policies and procedures for the receipt and retention of accounting related complaints and concerns; and
-
-
preparing the Audit Committee report required by SEC rules to be included in our annual proxy statement.
Compensation Committee
Dr. Sinskey, Dr. Hamilton and Mr. Van Nostrand serve on the Compensation Committee. Dr. Sinskey is the Chairman of
the Compensation Committee. The Board of Directors has determined that each member of the Compensation Committee is independent within the meaning of the Company's, the SEC's and Nasdaq's director
independence standards. The Compensation Committee
15
held
four meetings in the year ended December 31, 2018. The Compensation Committee's responsibilities include:
-
-
annually reviewing and approving goals and objectives relevant to compensation of our executive officers, including the Chief Executive
Officer;
-
-
evaluating the performance of our Chief Executive Officer and other executive officers in light of such goals and objectives;
-
-
determining the compensation of our Chief Executive Officer and other executive officers;
-
-
reviewing and approving, for the Chief Executive Officer and the other executive officers of the Company, any employment agreements, severance
arrangements, and change in control agreements or provisions;
-
-
overseeing the administration of our incentive-based and equity-based compensation plans; and
-
-
reviewing and making recommendations to the Board with respect to director compensation.
Nominating and Corporate Governance Committee
Dr. Sinskey and Dr. Hamilton serve on the Nominating and Corporate Governance Committee. Dr. Hamilton is the Chairman of
the Nominating and Corporate Governance Committee. The Board of Directors has determined that each member of the Nominating and Corporate Governance Committee is independent within the meaning of the
Company's, the SEC's and Nasdaq's director independence standards. The Nominating and Corporate Governance Committee held three meetings during the year ended December 31, 2018. The Nominating
and Corporate Governance Committee's responsibilities include:
-
-
developing and recommending to the Board criteria for Board and committee membership;
-
-
establishing procedures for identifying and evaluating director candidates, including nominees recommended by stockholders;
-
-
identifying individuals qualified to become Board members;
-
-
recommending to the Board the persons to be nominated for election as directors and to each of the Board's committees;
-
-
developing succession plans for the Board;
-
-
developing and recommending to the Board a code of business conduct and ethics and a set of corporate governance guidelines; and
-
-
overseeing the evaluation of the Board and its committees.
16