EFTA01377747.pdf

S-1/A Table of Contents Compensation Committee Our compensation committee is comprised of Ms. Meeker and Mr. Botha, each of whom satisfies the requirements for independence under the applicable rules and regulations of the SEC and listing standards of the New York Stock Exchange. Ms. Meeker serves as the chair of our compensation committee. Each member of our compensation committee is also a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Exchange Act, and an outside director, as defined pursuant to Section 162(m) of the Internal Revenue Code. Following the completion of this offering, our compensation committee will, among other things, be responsible for the following: reviewing, approving and determining, or making recommendations to our board of directors regarding the compensation of our executive officers; • overseeing our overall compensation philosophy and compensation policies, plans, and benefit programs for service providers, including our executive officers; • administering our equity compensation plans; and • reviewing, approving, and making recommendations to our board of directors regarding incentive compensation and equity compensation plans. Our compensation committee will operate under a written charter that satisfies the applicable rules and regulations of the SEC and the listing standards of the New York Stock Exchange. Nominating and Corporate Governance Committee Our nominating and governance committee is comprised of Messrs. Johnson and Viniar and Dr. Simmons, each of whom satisfies the requirements for independence under the applicable rules and regulations of the SEC and listing standards of the New York Stock Exchange. Dr. Simmons serves as the chair of our nominating and corporate governance committee. Following the completion of this offering, our nominating and corporate governance committee will, among other things, be responsible for the following: • identifying, evaluating, and selecting, or making recommendations to our board of directors regarding, nominees for election to our board of directors and its committees; • evaluating 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; • reviewing developments in corporate governance practices; • evaluating the adequacy of our corporate governance practices and reporting; • reviewing the succession planning for our Chief Executive Officer, as well as each of our other executive officers; 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 that satisfies the applicable listing standards of the New York Stock Exchange. 154 Table of Contents Compensation Committee Interlocks and insider Participation None of the members of our compensation committee is or has been an officer or employee of our company. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee (or other board committee performing equivalent functions) of any entity that has one or more of its executive officers http://vAvw..u:.gov/Archivestedgar/data/1512673AX$1119312515369092/d937622dsla.htm111/6/2015 7:37:12 AMJ CONFIDENTIAL - PURSUANT TO FED. R. GRIM. P. 6(e) DB-SDNY-0074899 CONFIDENTIAL SDNY_GM_00221083 EFTA01377747