< Back

Nominating & Governance Committee

Nominating and Governance Committee Charter

The current members of our nominating and governance committee are Ms. Arway, Mr. Berg, Mr. Brittain, Mr. Diaz, Mr. Grauer, Mr. Nehra, Dr. Roper, Mr. Valine and Mr. Vaughan representing all of our independent directors.  Our lead independent director, Mr. Grauer, is the chair of the nominating and governance committee.

Our nominating and governance committee reviews and makes recommendations to the board about our governance processes, assists in identifying and recruiting candidates for the board, reviews the performance of the individual members of the board, proposes a slate of nominees for election at the annual meeting of stockholders and makes recommendations to the board regarding the membership and chairs of the committees of the board. The nominating and governance committee does not have a specific set of minimum criteria for membership on the board. In making its recommendations, however, it considers the mix of characteristics, experience, diverse perspectives and skills that is most beneficial to our company. The committee also considers continuing director tenure and takes steps as may be appropriate to ensure that the board maintains an openness to new ideas and a willingness to re-examine the status quo. The nominating and governance committee will consider nominees for directors recommended by stockholders upon submission in writing to the secretary of the names and qualifications of such nominees. The committee does not intend to alter the manner in which it evaluates candidates based on whether the candidate was nominated by a stockholder.