ÁùºÏ²ÊÖ±²¥¿ª½±

Charter of the Corporate Governance and Nominating Committee of the Board of Directors of ÁùºÏ²ÊÖ±²¥¿ª½±.
(As last amended on December 12, 2023)

Purpose

The purpose of the Corporate Governance and Nominating Committee (the ¡°Committee¡±) of the Board of Directors (the ¡°Board¡±) of ÁùºÏ²ÊÖ±²¥¿ª½±. (¡°ÁùºÏ²ÊÖ±²¥¿ª½±¡±) established pursuant to this charter is to (i) identify and recommend to the Board candidates for membership on the Board and Board committees, (ii) recommend to the Board candidates for Chief Executive Officer, (iii) develop and recommend criteria and policies relating to service and tenure of directors, and (iv) oversee matters of corporate governance of ÁùºÏ²ÊÖ±²¥¿ª½±.

The Committee shall have the authority to undertake the specific duties and responsibilities listed below and the authority to undertake such other specific duties as the Board from time to time delegates to it, and shall have the authority to engage, at the expense of ÁùºÏ²ÊÖ±²¥¿ª½±, advisors to assist the Committee in fulfilling its responsibilities under this charter.

Membership

The Committee shall consist of a minimum of two (2) members of the Board, all of whom shall meet the independence requirements set forth in the rules of The Nasdaq Stock Market (the ¡°Nasdaq Rules¡±) and be free from any relationship that, in the opinion of the Board, would interfere with the exercise of independent judgment as a Committee member, and one of whom shall be designated by the Board as Chairperson. The members of the Committee are appointed by and serve at the discretion of the Board.

The Committee may form and delegate authority to subcommittees or to management of ÁùºÏ²ÊÖ±²¥¿ª½± as appropriate and as permitted by applicable law, the Nasdaq Rules and the rules of the Securities and Exchange Commission (the ¡°SEC¡±). The operation of the Committee shall be subject to the Bylaws of ÁùºÏ²ÊÖ±²¥¿ª½± as in effect from time to time and Section 141 of the Delaware General Corporation Law. The approval of this Corporate Governance and Nominating Committee Charter by the Board shall be construed as a delegation of authority to the Committee with respect to the responsibilities set forth herein.

Authority

The Committee shall have full access to all books, records, facilities and personnel of ÁùºÏ²ÊÖ±²¥¿ª½± as deemed necessary or appropriate by any member of the Committee to discharge his or her responsibilities hereunder, and to investigate any matter brought to its attention within the scope of its duties. The Committee shall have authority to retain, at ÁùºÏ²ÊÖ±²¥¿ª½±¡¯ expense, legal and other consultants, accountants, experts and advisors of its choice to assist the Committee in connection with its functions, including any studies or investigations. The Committee shall have the authority to approve the fees and other retention terms of such advisors. In order to carry out its nominating duties, the Committee shall have the authority to retain and terminate any search firm to be used to assist it in identifying director candidates, including the authority to approve such firm¡¯s fees and other retention terms. 

Responsibilities

The Committee shall have the following powers and responsibilities: 

1. Assess, on a periodic basis, the size and composition of the Board and its committees, and recommend proposed changes to the Board; 

2. Review, on a periodic basis (and at least annually), the appropriate mix of experience, characteristics and skills of Board and committee members, and recommend any proposed changes thereto; 

3. Adopt criteria to be used in reviewing and screening potential candidates to become Board members, including diversity of personal background, professional experience, qualifications and skills; 

4. Establish procedures and policies for identifying candidates for the Board; 

5. Identify, consider and recruit qualified candidates for Board membership, consistent with adopted criteria and procedures;

6. Engage third parties to conduct searches for director candidates and other appropriate purposes; 

7. Review qualifications of potential nominees and make nominee recommendations to the Board; 

8. Submit to the Board candidates for membership on Board committees, for chairperson of each committee, and for the positions of Lead Independent Director (in the event that the chairperson of the Board is not an independent director) and chairperson of the Board, as applicable;

9. Undertake evaluations of the Board, its committees and its members annually, and establish the method and criteria for such evaluations;

10. Consider director resignations and make recommendations to the Board regarding removal of a director when appropriate; 

11. Monitor and make recommendations to the Board on matters of Board policies and practices, including policies on director orientation, continuing education, independence, service and tenure;

12. Review and make recommendations to the Board regarding proposals of stockholders that relate to corporate governance and nominations to the Board; 

13. Consider matters of corporate governance and periodically review and make recommendations to the Board with respect to the adoption of governance policies and principles, including, but not limited to, ÁùºÏ²ÊÖ±²¥¿ª½±¡¯ Corporate Governance Guidelines and Code of Ethics and Business Conduct; 

14. Review and discuss with management ÁùºÏ²ÊÖ±²¥¿ª½±¡¯ corporate governance related disclosures for inclusion in ÁùºÏ²ÊÖ±²¥¿ª½±¡¯ periodic reports, registration statements or proxy statements pursuant to applicable securities laws;

15. Review and discuss with management ÁùºÏ²ÊÖ±²¥¿ª½±¡¯ strategy regarding mergers and acquisitions and strategic investments; 

16. At least annually, review and discuss with management and the Board risk assessments and risk management for information technology security and data security risks;

17. Review, assess, report and recommend to the Board as necessary, policies, practices, priority and risk assessments, risk management, initiatives, goals, progress toward goals and public disclosures relating to environmental, social and governance matters (¡°ESG Matters¡±), except to the extent delegated to other committees of the Board;

18. Coordinate with other committees of the Board to oversee ESG Matters, including ÁùºÏ²ÊÖ±²¥¿ª½±¡¯ reporting, legal and regulatory requirements with respect to ESG Matters as and when appropriate;

19. Review and reassess the adequacy of this charter once each year and, if appropriate, make recommendations to the Board as to changes to this charter as the Committee may deem necessary or advisable; 

20. Periodically evaluate the Committee¡¯s performance and measure against best practices; and

21. Perform such other functions and have such other powers as may be necessary or appropriate in the efficient and lawful discharge of the foregoing.

Compensation

Members of the Committee shall receive such fees, if any, for their service as Committee members as may be determined by the Board in its sole discretion. Such fees may include retainers or per meeting fees. Fees may be paid in such form of consideration as is determined by the Board in accordance with applicable law, the Nasdaq Rules and the rules of the SEC.

Members of the Committee may not receive any compensation from ÁùºÏ²ÊÖ±²¥¿ª½± except the fees that they receive for service as a member of the Board or any committee thereof. 

Meetings

The Committee will meet at such times, and with such frequency, as it shall determine necessary or appropriate for it to fulfill its responsibilities under this charter. 

Minutes

The Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board.