Independence of the Board
As required under The Nasdaq Stock Market LLC (“Nasdaq”) listing standards, a majority of the members of a listed company’s board must qualify as “independent,” as affirmatively determined by the board. Our Board consults with the Company’s legal counsel to ensure that our Board’s determinations are consistent with relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in pertinent Nasdaq listing standards, as in effect from time to time.
Consistent with these considerations, after review of all relevant identified transactions and relationships between each director and nominee for director, or any of his or her family members, and the Company, its senior management and its registered independent public accounting firm, our Board has affirmatively determined that: (i) Mr. Davis, Mr. Kavuru, Mr. Neugeboren, and Dr. Kottayil are independent within the meaning of Nasdaq Rule 5605(a)(2); (ii) current Audit Committee members, Mr. Davis, Mr. Kavuru and Mr. Neugeboren meet the additional test for independence for audit committee members imposed by Rule 10A-3 under the Exchange Act and Nasdaq Rule 5605(c)(2)(A); and (iii) current Compensation Committee members, Mr. Davis, Mr. Kavuru and Mr. Neugeboren meet the additional test for independence for compensation committee members imposed by Rule 10C-1 under the Exchange Act and Nasdaq Rule 5605(d)(2)(A). In making these determinations, our Board considered the relationships that each director and nominee for director has with us and all other facts and circumstances that our Board deemed relevant in determining their independence, including the beneficial ownership of our common stock by each person and such person’s affiliated entities, and any agreements or arrangements between us and any of our directors and director nominees or their affiliated entities.
Family Relationships
There are no family relationships between any of our executive officers, directors, or director nominees.
Board Leadership Structure
The roles of our Board Chair and our principal executive officer are held by two different individuals, as we seek to maintain an appropriate balance between management and our Board. Our Board currently has an independent Chair of the Board, Mr. Kavuru, who has the authority, among other things, to preside over meetings of the Board and meetings of stockholders, work with the Chief Executive Officer to develop and approve an appropriate Board meeting schedule and meeting agendas, develop the agenda and moderate executive sessions of the independent members of the Board, act as principal liaison between the independent members of the Board and the Chief Executive Officer, to convene meetings of the independent members of our Board as appropriate and be available for consultation and direct communication with stockholders as deemed appropriate. Accordingly, our Board Chair has substantial ability to shape the work of our Board. The Company believes that separation of the positions of Board Chair and principal executive officer reinforces the independence of our Board in its oversight of the business and affairs of the Company. In addition, the Company believes that having an independent Board Chair creates an environment that is conducive to objective evaluation and oversight of management’s performance, increasing management accountability and improving the ability of our Board to monitor whether management’s actions are in the best interests of the Company and its stockholders. As a result, the Company believes that having an independent Board Chair can enhance the effectiveness of our Board as a whole.
Role of the Board in Risk Oversight
The Board is committed to the achievement of business success and the enhancement of long-term stockholder value with the highest standards of integrity and ethics. The Board as a whole has responsibility for risk oversight, with more in-depth oversight of certain areas of risk being conducted by the relevant Board committees that report on their deliberations to the full Board. The Board and its committees fulfill their oversight responsibilities supported by management, whose reporting processes are designed to provide information to the Board about the identification, assessment and management of critical risks and management’s risk mitigation strategies. Areas of risk evaluated include research and development, patents, commercial matters, human resources, cybersecurity, funding, regulatory matters, operational risks, financial (accounting, liquidity, and tax) matters, legal compliance, compensation, competitive risks and health, safety, and reputational risks, among others.
The standing committees of the Board oversee risks associated with their respective principal areas of focus. The Audit Committee’s role includes oversight of significant business risks, including financial, operational, business continuity, legal, regulatory, and reputational risks. The Audit Committee also oversees privacy, information
