Board of Directors
Composition of the Board
The business and affairs of Strata are managed under the direction of the Board. We have a classified Board, with members of each class serving staggered three-year terms. Our Board currently consists of three directors in Class I (Mr. Cook, Mr. Love and Mr. Philip), three directors in Class II (Mr. Affeldt, Mr. Heyburn and Mr. Lauck), and three directors in Class III (Ms. Lyne, Ms. Tomkiel and Mr. Wiesenthal).
The Class II directors are up for election at our 2026 Annual Meeting, the Class III directors will next be up for election at our 2027 Annual Meeting, and the Class I directors will next be up for election at our 2028 Annual Meeting. As described above, Mr. Affeldt is not standing for re-election and Ms. Lyne will retire from the Board and each of its committees at the conclusion of the Annual Meeting. Following the Annual Meeting, assuming the election of the nominees named above, the Board expects to consist of seven directors, with three directors in Class I, two directors in Class II, and two directors in Class III.
Director Nomination Criteria
In accordance with Company’s Certificate of Incorporation, except as otherwise provided in the Investor Rights Agreement described below, the Board is responsible for appointing directors to the Board, either to fill a vacancy or as an addition to the existing Board.
In considering director candidates, the Board and the Nominating and Corporate Governance Committee consider such factors as possessing relevant expertise upon which to be able to offer advice and guidance to management, sufficient time to devote to the affairs of the Company, demonstrated excellence in his or her field, dedication to the Company’s mission, the ability to exercise sound business judgment and the commitment to represent the interests of the Company’s stockholders.
Candidates for director nominees will be reviewed in the context of the current composition of the Board, the operating requirements of the Company, the long-term interests of stockholders, and any applicable contractual obligations of the Company. In conducting this assessment, the Board and the Nominating and Corporate Governance Committee consider diversity, age, skills, and such other factors as it deems appropriate given the current needs of the Board and the Company, to maintain a balance of knowledge, experience and capability.
In the case of incumbent directors whose terms of office are set to expire, the Board and the Nominating and Corporate Governance Committee intend to review such directors’ overall service to the Company during their term, including the number of meetings attended, level of participation, quality of performance, and any relationships and transactions that might impair such directors’ independence. In the case of new director candidates, the Board and the Nominating and Corporate Governance Committee also intend to determine whether the nominee will be independent for Nasdaq purposes and their qualifications for committee service. From time to time, the Board or the Nominating and Corporate Governance Committee may change the criteria for membership of the Board to maximize the opportunity to achieve success.
Director Nomination Rights
Investor Rights Agreement
We are party to an Investor Rights Agreement with Experience Sponsor LLC (the “Sponsor”) and certain stockholders of OldCo, including our Non-Executive Chairman, Robert Wiesenthal, and other executive officers of Strata. Pursuant to the Investor Rights Agreement, the Board will nominate a number of individuals designated by the Sponsor for election as its directors at any meeting of its stockholders (each a “Sponsor Director”) such that, following the election of any directors and taking into account any director continuing to serve as such without the need for re-election, the number of Sponsor Directors serving as directors of Blade will be equal to: (a) if the Sponsor (or its permitted transferees) continues to beneficially
