COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During the 20212023 fiscal year, the members ofdirectors who served on our organizationOrganization and compensation committeeCompensation Committee were Ms. Broader, Dr. Griffin,Ms. Burks, and Mr. Tansey, none of whom was, during the fiscal year, an officer or employee of the Company and none of whom was formerly an officer of the Company. During fiscal 2021,2023, none of our executive officers served as a member of the board of directors or compensation committee (or other committee performing equivalent functions) of any entity that had one or more executive officers serving on our Board or organizationOrganization and compensation committee.Compensation Committee. During the fiscal year ended December 31, 2021,2023, no other relationships required to be disclosed by the rules of the SEC existed aside from those identified herein.
Nominating and Corporate Governance Committee
Our nominatingNominating and corporate governance committeeCorporate Governance Committee oversees and assists our Board of Directors in reviewing and recommending nominees for election as directors. Our nominatingNominating and corporate governance committeeCorporate Governance Committee is responsible for, among other things:
identifying individuals qualified to become members of our Board, of Directors, consistent with criteria approved by our Board of Directors;
recommending to our Board of Directors the nominees for election to our Board of Directors at annual meetings of our stockholders;
overseeing the Company’s strategy, policies, and practices and related reporting with respect to significant ESG matters, in coordination with other Board committees; and
overseeing the annual self-evaluations of our Board of Directors and management;management, together with our Lead Director; and
developing and recommending to our Board of Directors a set of corporate governance guidelines and principles.
The nominatingNominating and corporate governance committeeCorporate Governance Committee may delegate its authority under its charter to one or more subcommittees as it deems appropriate from time to time. The nominatingNominating and corporate governance committeeCorporate Governance Committee has the authority to retain any search firm to be used to identify director nominees and independent legal and other advisors as it deems necessary or appropriate to carry out its responsibilities and we will pay the compensation of any such firm or advisor engaged. During fiscal 2021,2023, the nominating and governance committee retained Russell Reynolds Associates Inc. (“Russell Reynolds”), a global executive search firm, to assist in the identification and assessment of potential director candidates.
Our nominatingFor fiscal 2023, our Nominating and corporate governance committee currently consistsCorporate Governance Committee consisted of Mr. Ellis, Dr. Griffin, and Ms. Nelson, Dr. Sparks (until Dr. Sparks resigned from the Board effective July 27, 2023), and Dr. Curet (effective December 21, 2023, upon her appointment to the Board), with Mr. Ellis serving as chair. After the Annual Meeting, the Nominating and Corporate Governance Committee will consist of Dr. Curet, Mr. Ellis, and Mr. Mead, with Mr. Ellis serving as chair. Our Board has determined that each of Dr. Curet, Dr. Griffin, Mr. Ellis Dr. Griffin, and Ms. NelsonMr. Mead qualifies as “independent” under applicable NYSE rules for purposes of serving on the nominatingNominating and corporate governance committee.Corporate Governance Committee.
Board and Board Committee Meetings and Attendance
During fiscal 2021,2023, our Board of Directors met seven6 times, the audit committeeAudit Committee met four8 times, the organizationOrganization and compensation committeeCompensation Committee met five5 times, and the nominatingNominating and corporate governance committeeCorporate Governance Committee met four7 times. In fiscal 2021,2023, each of our incumbent directors attended at least 80%90% of the meetings of the Board and committees on which he or she served as a member.