Based solely on a review of the copies of such forms furnished to the Company, the Company believes that, during 2022, all Section 16(a) filing requirements applicable to its officers, directors, and greater than 10% stockholders were in compliance with Section 16(a).
Our Board believes that our corporate governance structure aligns the Company’s interests with those of our stockholders. Notable features of our corporate governance structure that evidence our commitment to good corporate governance include the following, among others:
our Board is not staggered, with each of our directors subject to re-election annually;
of the seven persons who serve on our Board, five, or 71% of our directors, have been determined by us to be independent for purposes of the NASDAQ’s corporate governance listing standards and Rule 10A-3 under the Exchange Act;
we have a clawback provision in our equity compensation plan and equity award agreements;
we prohibit officers, directors, and employees from engaging in short sales and hedging of our securities;
we restrict the holding of our securities in margin accounts or otherwise pledging our securities as collateral by our officers, directors, and employees, with limited exceptions;
we do not use corporate funds for political or charitable donations; and
we are committed to diversity, with 30% of our Board being female and 71% of our Board consisting of underrepresented groups.
Code of Conduct
and Corporate Governance GuidelinesOur board of directorsBoard has adopted a Code of Conduct (the “Code”and Corporate Governance Guidelines (collectively, the “Governance Documents”). The Code appliesBoth documents apply to all of our employees, officers, and directors, as well as all of our contractors, consultants, suppliers, and agents in connection with their work for us. Our Governance Documents address, among other things, legal compliance, conflicts of interest, corporate opportunities, protection and proper use of Company assets, confidential and proprietary information, integrity of records, and compliance with accounting principles. The full text of the CodeGovernance Documents has been posted on our website at www.tusimple.com under the Investor Relations section.website. We intend to disclose future amendments to, or waivers of, our Code,the Governance Documents, as and to the extent required by SEC regulations, at the same location on our website identified above or in public filings.
Board CompositionTransactions in the Company's SecuritiesOur boardBoard has adopted an Insider Trading Policy, which applies to all of our directors, currently consistsofficers, employees, and agents (such as consultants and independent contractors), as well as certain family members, economic dependents, and any other individuals or entities whose transactions in securities such individual influences, directs, or controls. Under this policy, such individuals are prohibited from transacting in publicly-traded options, such as puts and calls, and other derivative securities with respect to TuSimple's securities, and such prohibition extends to any hedging or similar transaction designed to decrease the risks associated with holding TuSimple securities. Stock options, restricted stock units, restricted stock, stock appreciation rights, and other securities issued pursuant to TuSimple's benefit plans or other compensatory arrangements with TuSimple are not subject to this prohibition. In addition, for the three years following the date of eight members. Our directors hold office until their successors have been elected and qualified or appointed, or the earlierclosing of their death, resignation, or removal.
Priorour initial public offering, individuals subject to the Voting Threshold Date, we will not have a classified board of directors, and all directors will be elected for annual terms.
At any time after the Voting Threshold Date, we will have a classified board of directors consisting of three classes of approximately equal size, each serving staggered three-year terms. Our directors will be assigned by the then-current board of directorsInsider Trading Policy may (i) pledge up to a class. Upon expiration of the term of a class of directors, directors for that class will be elected for three-year terms at the annual meeting of stockholders in the year in which that term expires. As a result, only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms. Each director’s term continues until the election and qualification of his or her successor, or his or her earlier death, resignation, or removal. So long as our board of directors is classified, only our board of directors may fill vacancies on our board. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third15% of the total number of directors. The classificationshares of our board may havecommon stock that such individuals beneficially own as collateral for loans and (ii) hold up to 15% of the effecttotal number of delaying or preventing changesshares of our common stock that such individuals own in margin accounts.
Corporate Responsibility and Diversity We pride ourselves on the talent, passion, and dedication of our employees, who are united in our control or management.goal to revolutionize the global freight market.
Director Independence
Our Class A Common Stock is listed on the Nasdaq Global Select Market. Our board of directors has undertakenApart from culture and career development, we offer a review of the independence of each director. Based on information provided by each director concerning his or her background, employment,robust benefits package. This package includes vacation days, paid parental leave, 40l(k) matching contributions, performance bonuses, and affiliations, our board of directors has determined that all members of the board of directors, except Messrs. Chena premier health plan for employees and Hou are independent, as determined in accordance with the rules of the Nasdaq Global Select Market. In making such independence determination, our board of directors considered the relationships that each such non-employee director has with ustheir dependents. We also regularly survey and all other facts and circumstances that the board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director. In considering the independence of the directors listed above, our board of directors considered the association of our directors with the holders of more than 5% of our capital stock. The composition and functioning of our board of directors and each of our committees complies with all applicable requirements of and the rules and regulations of the SEC. There are no family relationships among any of our directors or executive officers.
Board Oversight of Risk
One of the key functions of our board of directors is informed oversight of our risk management process. In particular, our board of directors is responsible for monitoring and assessing strategic risk exposure. Our executive officers are responsible for the day-to-day management of the material risks we face. Our board of directors administers its oversight function directly as a whole through various standing committees of our board of directors that address risks inherent in their respective areas of oversight. For example, our audit committee is responsible for overseeing the management of risks associatedhost roundtables with our financial reporting, accounting, auditing mattersemployees to better understand their needs and cybersecurity risks; our compensation committee oversees the management of risks associated with our compensation policies and programs; our nominating and corporate governance committee oversees the management of risks associated with director independence, conflicts of interest, composition and organization of our board of directors, and director succession planning; and our government security committee oversees the management of risks relating to security and compliance with the NSA.perspectives.