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SEC Filings

S-1/A
PROTEON THERAPEUTICS INC filed this Form S-1/A on 10/07/2014
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    recommending, based upon the audit committee's review and discussions with management and the independent registered public accounting firm, whether our audited financial statements shall be included in our Annual Report on Form 10-K;
    monitoring our compliance with legal and regulatory requirements as they relate to our financial statements and accounting matters;
    preparing the audit committee report required by the rules of the SEC to be included in our annual proxy statement;
    viewing all related party transactions for potential conflict of interest situations and approving all such transactions; and
    reviewing and discussing with management and our independent registered public accounting firm our earnings releases and scripts.

    Compensation Committee

        The members of our compensation committee are Hubert Birner, Tim Haines, Brendan O'Leary and Gregory Phelps, with Brendan O'Leary serving as chairman of the committee. Our board of directors has determined that each of Hubert Birner, Tim Haines, Brendan O'Leary and Gregory Phelps satisfies the NASDAQ Stock Market independence standards. Among other things, our compensation committee will be responsible for the following:

    annually reviewing and approving corporate goals and objectives relevant to the compensation of our Chief Executive Officer;
    evaluating the performance of our Chief Executive Officer in light of such corporate goals and objectives and determining and approving the compensation of our Chief Executive Officer;
    reviewing and approving the compensation of our other executive officers;
    appointing, compensating and overseeing the work of any compensation consultant, legal counsel or other advisor retained by the compensation committee;
    conducting the independence assessment outlined in NASDAQ rules with respect to any compensation consultant, legal counsel or other advisor retained by the compensation committee;
    annually reviewing and reassessing the adequacy of the committee charter in its compliance with the listing requirements of NASDAQ;
    reviewing and establishing our overall management compensation, philosophy and policy;
    overseeing and administering our equity compensation and other compensatory plans;
    reviewing and approving our equity and incentive policies and procedures for the grant of equity-based awards and approving the grant of such equity-based awards;
    reviewing and making recommendations to the board of directors with respect to director compensation; and
    reviewing and discussing with management the compensation discussion and analysis to be included in our annual proxy statement or Annual Report on Form 10-K.

    Governance and Nominating Committee

        Our governance and nominating committee is composed of Hubert Birner, Dmitry Kobyzev and Tim Haines with Hubert Birner serving as chair of the committee. Our board of directors has determined that each of Hubert Birner, Dmitry Kobyzev and Tim Haines satisfies the NASDAQ Stock Market independence standards.

        Our governance and nominating committee will be responsible for, among other things, making recommendations regarding corporate governance, the composition of our board of directors, identification, evaluation and nomination of director candidates and the structure and composition of committees of our board of directors. In addition, our governance and nominating committee will:

    oversee our corporate governance guidelines;
    approve our committee charters;

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