2/24/2018 S-1 Table of Contents has determined that Mmes. Rice and Whitman and Messrs. Blair, Jacobs, Mylod, and Schreier do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the listing standards of Nasdaq. In making these determinations, our Board of Directors considered the current and prior relationships that each non­employee director has with our company and all other facts and circumstances our Board of Directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non­employee director, and the transactions involving them described in the section titled “Certain Relationships and Related Party Transactions.” Lead Independent Director Our Board of Directors intends to adopt corporate governance guidelines that will provide that one of our independent directors should serve as our Lead Independent Director at any time when our Chief Executive Officer serves as the Chairman of our Board of Directors or if the Chairman is not otherwise independent. Because Andrew W. Houston is our Chairman and is not an “independent” director as defined in the listing standards of Nasdaq, our Board of Directors has appointed to serve as our Lead Independent Director. As Lead Independent Director, will preside over periodic meetings of our independent directors, serve as a liaison between our Chairman and our independent directors, and perform such additional duties as our Board of Directors may otherwise determine and delegate. Committees of the Board of Directors Our Board of Directors has established an audit committee, a compensation committee, and a nominating and corporate governance committee. The composition and responsibilities of each of the committees of our Board of Directors is described below. Members will serve on these committees until their resignation or until as otherwise determined by our Board of Directors. Audit committee Following the completion of this offering, our audit committee will consist of Ms. Whitman and Messrs. Blair and Mylod, with Mr. Mylod serving as Chairperson, each of whom will meet the requirements for independence under the listing standards of Nasdaq and SEC rules and regulations. Each member of our audit committee also meets the financial literacy and sophistication requirements of the listing standards of Nasdaq. In addition, our Board of Directors has determined that Ms. Whitman and Messrs. Blair and Mylod are audit committee financial experts within the meaning of Item 407(d) of Regulation S­K under the Securities Act. Following the completion of this offering, our audit committee will be responsible for, among other things: • selecting a qualified firm to serve as the independent registered public accounting firm to audit our financial statements; • helping to ensure the independence and overseeing performance of the independent registered public accounting firm; • reviewing and discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent registered public accounting firm, our interim and year­end operating results; • reviewing our financial statements and our critical accounting policies and estimates; • reviewing the adequacy and effectiveness of our internal controls; • developing procedures for employees to submit concerns anonymously about questionable accounting, internal accounting controls, or audit matters; • overseeing our policies on risk assessment and risk management; 130 https://www.sec.gov/Archives/edgar/data/1467623/000119312518055809/d451946ds1.htm 138/235