Table of Contents
or until their earlier death, resignation or removal. There are no family relationships among any of our directors or executive officers.
In connection with this offering, our amended and restated certificate of incorporation provides for a classified board. At each annual meeting of the stockholders, a class of directors
will be elected for a three-year term to succeed the directors of the same class whose terms are then expiring. As a result approximately one-third of our directors will be elected each year. The
initial term of office of the directors of Class I shall expire as of the first annual meeting of the Company's stockholders following the closing of this offering; the initial term of office
of the directors of Class II shall expire as of the second annual meeting of the Company's stockholders following the closing of this offering; and the initial term of office of the directors
of Class III shall expire as of the third annual meeting of the Company's stockholders following the closing of this offering.
- Our Class I directors will be Timothy Noyes, Garen Bohlin and John Freund;
- Our Class II directors will be Hubert Birner, Dmitry Kobyzev and Gregory Phelps; and
- Our Class III directors will be Brendan O'Leary and Tim Haines.
Our board of directors has three standing committees: an audit committee, a compensation committee and a nominating and governance
committee. The initial composition and responsibilities of each committee are described below.
Our audit committee is composed of Hubert Birner, Garen Bohlin, Dmitry Kobyzev and Brendan O'Leary, with Garen Bohlin serving as
chairman of the committee. Our board of directors has determined that each of Hubert Birner, Garen Bohlin, Dmitry Kobyzev and Brendan O'Leary satisfies the NASDAQ Stock Market independence standards
and the independence standards of Rule 10A-3(b)(1) of the Exchange Act. In the case of Mr. Birner, the board of directors specifically determined that he is independent under
Rule 10A-3 of the Exchange Act, notwithstanding Mr. Birner's affiliation with TVM Capital and its related funds, which will beneficially own more than 10% of our outstanding common stock
following the IPO, and thus falls outside the safe harbor of such rule. Our board of directors has determined that Garen Bohlin is an "audit committee financial expert" under applicable rules and
regulations of the SEC and the NASDAQ Stock Market.
audit committee will provide oversight of our accounting and financial reporting process, the audit of our financial statements and our internal control function. Among other things,
our audit committee will be responsible for the following:
- appointing, approving the compensation of, and assessing the qualifications, performance and independence of our
independent registered public accounting firm;
- pre-approving audit and permissible non-audit services, and the terms of such services, to be provided by our independent
registered public accounting firm;
- reviewing the internal audit plan with the independent registered public accounting firm and members of management
responsible for preparing our financial statements;
- reviewing and discussing with management and the independent registered public accounting firm our annual and quarterly
financial statements and related disclosures as well as critical accounting policies and practices used by us;
- 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;