1. DIRECTOR QUALIFICATION STANDARDS
1.01 Independence. A majority of the members of the Board of Directors must be independent directors as defined in the listing standards of the NASDAQ Global Select Market of the NASDAQ Stock Market LLC ("NASDAQ") and the corporate governance rules and regulations of the Securities and Exchange Commission (the “SEC”). In determining the independence of our directors, the Board has adopted independence standards that mirror the criteria specified by applicable laws and regulations of the SEC and NASDAQ listing standards, such that any relationship that does not violate any of those rules or standards is considered by the Board to be an immaterial relationship that does not impair director independence.
1.02 Service on Other Boards. No non-employee member of the Board of Directors shall serve on the board of directors of more than four other public companies and no employee member of the Board of Directors shall serve on the board of directors of more than two other public companies; provided, however, that the foregoing limitation shall not apply if the Board determines that such simultaneous service does not impair the ability of such member to effectively serve on the Company’s Board. Directors are expected to advise the Chair of the Board and the Chair of the Governance and Sustainability Committee promptly upon accepting any other public company directorship or any assignment to the audit committee or compensation committee of the board of directors of any public company of which such director is a member.
1.03 Prohibited Service. No director shall serve as a director, officer or employee of a competitor of the Company.
1.04 Term Limits. Recognizing the value of continuity of directors who have experience with the Company, there are no limits on the number of terms for which a director may hold office.
1.05 Change in Position. Directors who retire or change their employment or position while they are a member of the Board, should promptly advise the Chair of the Board of such change. The Board shall then review the continued appropriateness of Board membership under such circumstances.
2. DIRECTOR RESPONSIBILITIES
2.01 Duties. Each director shall exercise due care in making decisions of the Board. Each director also owes a duty of loyalty to the Company and is expected to act in the best interest of the Company and its stockholders as a whole. Directors are expected to regularly attend meetings of the Board of Directors and of all Board committees upon which they serve. Each director is also encouraged to attend the Company’s annual meeting of stockholders. To prepare for meetings, directors should carefully review materials that are made available to directors for those meetings.
2.02 Executive Sessions. The Board of Directors of the Company will schedule regular executive sessions in which management directors are not in attendance. The Chair of the Board presides at each executive session. If the group of non-management directors includes directors who are not independent under NASDAQ listing standards then in effect, the Company will at least once a year schedule an executive session including only independent directors.
2.03 Committees. The Board of Directors shall at all times maintain an Audit Committee, a Compensation Committee, and a Governance and Sustainability Committee which each must operate in accordance with applicable law, their respective charters as adopted and amended from time to time by the Board, and the applicable rules of the SEC and the NASDAQ. The Board may also establish such other committees as it deems appropriate and delegate to such committees such authority permitted by applicable law and the Company’s bylaws as the Board sees fit. Membership on the committees will be determined by the Board, reviewed annually and subject to periodic rotation. Committee chairpersons are expected to serve for no more than five years.
2.04 Meeting Agendas. The Chair of the Board shall set the agenda of meetings of the Board of Directors and the Chair of each committee shall set the agenda of meetings of the applicable committee. Any director may suggest agenda items and may raise at meetings other matters that they consider worthy of discussion.
3. DIRECTOR ACCESS TO MANAGEMENT AND INDEPENDENT ADVISORS
3.01 Access. The Company shall provide each director with complete access to the Company’s officers, employees, books, records and facilities as may be appropriate or necessary to carry out their responsibilities, subject to reasonable advance notice to the Company and reasonable efforts to avoid disruption to the Company’s management, business and operations. To avoid disruptions, requests for access shall be coordinated through the Committee Chair, as applicable, or the Chair of the Board. The Board of Directors and Board committees, to the extent set forth in the applicable committee charter, have the right to consult and retain independent legal and other advisors at the expense of the Company.
3.02 Presentations. The Board of Directors encourages the Chief Executive Officer, from time to time, to bring managers into Board meetings who can provide additional insight into items being discussed because of personal involvement in the area, or present managers with future potential that the Chief Executive Officer believes should be given exposure to the Board.
4. BOARD LEADERSHIP
The Governance and Sustainability Committee conducts an annual assessment of the Board’s leadership structure and the Board approves the leadership structure that is the most appropriate for the Company at the time.
The Chair of the Board, among other things:
- serves as a liaison between the Chief Executive Officer and the independent directors;
- presides at, and chairs, Board meetings and meetings of stockholders;
- establishes agendas for each Board meeting in consultation with the chairs of applicable committees of the Board;
- leads executive sessions of the Board;
- has authority to call Board meetings, special meetings of stockholders and meetings of the independent directors;
- leads the Board in discussions concerning the Chief Executive Officer’s performance and Chief Executive Officer succession;
- approves meeting schedules for the Board;
- approves information sent to the Board;
- if requested by major stockholders, is available for consultation and direct communication; and
- performs such other duties and responsibilities as requested by the Board.
However, if the Chair of the Board is not independent, the independent directors of the Board shall elect a Lead Director who shall:
- serve as a liaison between the Chair of the Board and the independent directors;
- lead executive sessions of the Board;
- have authority to call meetings of the independent directors;
- lead the Board in discussions concerning the Chief Executive Officer’s performance and Chief Executive Officer succession;
- approve meeting agendas and meeting schedules for the Board;
- approve information sent to the Board;
- if requested by major stockholders, be available for consultation and direct communication; and
- perform such other duties and responsibilities as requested by the Board.
5. DIRECTOR COMPENSATION
The Governance and Sustainability Committee shall, periodically, evaluate director and Board committee member compensation and recommend to the Board the appropriate level of director compensation. In determining the appropriate level of director compensation, the Governance and Sustainability Committee may consider current market trends and industry practices. Matters such as customary levels of compensation will be evaluated when determining the form and amount of director compensation.
6. CONFLICT OF INTEREST
Directors are expected to avoid any action, position or interest that conflicts with the interests of the Company or gives the appearance of a conflict. If an actual or potential conflict of interest develops, the director should immediately report the matter to the Chair of the Board (unless such conflict of interest involves the Chair of the Board, in which case the director should report such matter to the Company’s General Counsel). Any significant conflict must be resolved or the director should tender his or her resignation to the Board. The Governance and Sustainability Committee shall review the appropriateness of the director’s continued Board service in light of the conflict and a make a recommendation to the Board as to whether to accept the resignation. If a director has a personal interest in a matter before the Board or a Board committee, the director shall disclose the interest to the Board or Board committee, as applicable, excuse himself or herself from discussions on the matter and not vote on the matter.
7. DIRECTOR ORIENTATION AND CONTINUING EDUCATION
The Board of Directors or the Company will establish, or identify and provide access to, appropriate orientation programs, sessions or materials for newly elected directors of the Company for their benefit either prior to or within a reasonable period of time after their nomination or election as a director. The Board of Directors or the Company will encourage, but not require, directors to periodically pursue or obtain appropriate programs, sessions or materials as to the responsibilities of directors of publicly traded companies.
8. MANAGEMENT SUCCESSION
The Board of Directors will establish and review such formal or informal policies and procedures, consulting with the Governance and Sustainability Committee, the Chair of the Board, the Chief Executive Officer and others, as it considers appropriate, regarding succession to the Chief Executive Officer in the event of emergency or retirement.
9. ANNUAL PERFORMANCE EVALUATION OF THE BOARD
The Board of Directors, with the assistance of the Governance and Sustainability Committee, will conduct a self-evaluation annually to determine whether it and its committees are functioning effectively. The full Board of Directors will discuss the evaluation to determine what, if any, action could improve Board and Board committee performance. The Board of Directors, with the assistance of the Governance and Sustainability Committee, as appropriate, shall review these Corporate Governance Guidelines on an annual basis to determine whether any changes are appropriate.
10. ADVANCE RESIGNATION TO ADDRESS MAJORITY VOTING
The Board of Directors will require that nominees annually submit a contingent resignation in writing to the Chair of the Governance and Sustainability Committee as contemplated by the majority voting provisions related to the election of directors contained in the Company's Bylaws. The resignation will become effective only if the director fails to receive a sufficient number of votes for re-election at a meeting of the Company’s stockholders and the Board accepts the resignation.
11.01 Board Interaction with Third Parties. It is the policy of the Board that as a general matter management should speak for the Company. Each director will refer inquiries from investors, analysts, the press or customers to the Chief Executive Officer or his or her designee. When management deems it appropriate, statements from the Board will be made by the Chair. If the Chair is an affiliated director or member of Company management, the Lead Director generally speaks for the Board, although there may be circumstances when the Board designates another director to participate in and lead the communication effort. Individual directors will only speak with investors, analysts, the press or customers about the Company if expressly authorized by the full Board and in accordance with the policies of the Company.
11.02 Stockholder Access to Directors. It is the policy of the Board that stockholders shall have reasonable access to directors at annual meetings of stockholders and an opportunity to communicate directly with directors on appropriate matters. The Board will generally respond, or cause the Company to respond, in writing to bona fide communications from stockholders addressed to one or more members of the Board. Stockholders and other interested parties are invited to communicate with the Board or any of its committees or directors by writing to the address disclosed in the annual meeting proxy statement.
11.03 Confidentiality. The proper functioning of the Board requires a candid and open exchange of information, ideas and opinions among directors in an atmosphere of trust, confidence and mutual respect. Directors have an affirmative duty to protect and hold confidential all non-public information obtained in the role of a Board or committee member. Accordingly:
- No director shall use Confidential Information for his or her own personal benefit or to benefit persons or entities outside the Company; and
- No director shall disclose Confidential Information to any person or entity outside the Company (which prohibits a director designated by any other person or entity from disclosing Confidential Information to such person or entity), either during or after his or her service as a director of the Company, except with express prior authorization of the Company’s General Counsel or the Chair of the Board or as may be otherwise required by law (in which event a director shall promptly advise the General Counsel and the Chair of such anticipated disclosure and take all reasonable steps to minimize the disclosure of such Confidential Information). In considering whether to permit a director to share Confidential Information, the General Counsel or Chair may consider, among other things, whether sharing the information would give rise to a conflict and/or potential harm, including whether the information is protected by attorney-client privilege.
For purposes of these Guidelines, “Confidential Information” is all non-public information (whether or not material to the Company) entrusted to or obtained by a director by reason of his or her position as a director of the Company. In addition to information regarding Board and committee meetings, discussions, deliberations and decisions, Confidential Information includes, but is not limited to, non-public information that might be of use to competitors or harmful to the Company, its customers, suppliers or other stakeholders if disclosed, including but not limited to:
- Non-public information about the Company’s financial condition, forecasts, prospects or plans, its marketing and sales programs and research and development information, as well as information relating to mergers and acquisitions, stock splits and divestitures;
- Non-public information concerning possible transactions with other companies or information about the Company’s customers, suppliers or joint venture partners, which the Company is under an obligation to maintain as confidential; and
- Non-public information about discussions, deliberations and decisions relating to business issues between and among Company employees, officers and directors.
As amended and restated effective October 13, 2022.