2/24/2018 S-1 Table of Contents • overseeing compliance with our code of business conduct and ethics; • reviewing related party transactions; and • pre­approving all audit and all permissible non­audit services, other than de minimis non­audit services, to be performed by the independent registered public accounting firm. Our audit committee will operate under a written charter, to be effective prior to the completion of this offering, that satisfies the applicable rules and regulations of the SEC and the listing standards of Nasdaq. Compensation committee Following the completion of this offering, our compensation committee will consist of Ms. Rice and Messrs. Mylod and Schreier, with Ms. Rice 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 compensation committee will also be a non­employee director, as defined pursuant to Rule 16b­3 promulgated under the Exchange Act, or Rule 16b­3. Following the completion of this offering, our compensation committee will be responsible for, among other things: • reviewing, approving, and determining, or making recommendations to our Board of Directors regarding, the compensation of our executive officers, including our CEO; • administering our equity compensation plans; • reviewing, approving, and administering incentive compensation and equity compensation plans; • reviewing and approving our overall compensation philosophy; and • making recommendations regarding non­employee director compensation to our full Board of Directors. Our compensation committee will operate under a written charter, to be effective prior to the completion of this offering, that satisfies the applicable rules and regulations of the SEC and the listing standards of Nasdaq. Nominating and corporate governance committee Following the completion of this offering, our nominating and corporate governance committee will consist of Ms. Whitman and Mr. Jacobs, with Ms. Whitman serving as Chairperson, each of whom will meet the requirements for independence under the listing standards of Nasdaq and SEC rules and regulations. Following the completion of this offering, our nominating and corporate governance committee will be responsible for, among other things: • identifying, evaluating, and selecting, or making recommendations to our Board of Directors regarding, nominees for election to our Board of Directors and its committees; • overseeing the evaluation the performance of our Board of Directors and of individual directors; • considering and making recommendations to our Board of Directors regarding the composition of our Board of Directors and its committees; • overseeing our corporate governance practices; • contributing to succession planning; and • developing and making recommendations to our Board of Directors regarding corporate governance guidelines and matters. Our nominating and corporate governance committee will operate under a written charter, to be effective prior to the completion of this offering, that satisfies the applicable listing standards of Nasdaq. 131 https://www.sec.gov/Archives/edgar/data/1467623/000119312518055809/d451946ds1.htm 139/235