ASSEMBLY BIOSCIENCES INC
For the period ended May 29, 2024. Filed Apr 17, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 29, 2024 · Filed Apr 17, 2024
Contents
Board Composition
Our Nominating and Governance Committee aims to assemble a Board that brings together a variety of perspectives and skills derived from high quality business and professional experience. Directors must possess high ethical standards, integrity and strong values and be committed to representing the best interests of our stockholders. The Board is composed of individuals that enhance the gender, age and ethnic diversity of the Board.
In fulfilling its responsibilities to select and recommend director nominees to serve on our Board, our Nominating and Governance Committee annually evaluates our incumbent Board members and other candidates, if any, against the following criteria in determining whether to recommend these directors for nomination:
the appropriate size of our Board and its committees;
the perceived needs of our Board for particular skills, background and business experience;
the skills, background, reputation and depth and breadth of business experience of nominees;
nominees’ independence from management, including the percentage of the Board that meets the independence requirements of the Nasdaq listing rules;
diversity, including of experience, competency in relevant fields, gender, race, ethnicity and age; and
applicable regulatory and listing requirements, including independence requirements and legal considerations.
Our Corporate Governance Guidelines provide that the Nominating and Governance Committee must be satisfied that each recommended nominee to the Board meets the following minimum qualifications:
experience at a strategic or policymaking level in a business, government, non-profit or academic organization of high standing;
highly accomplished in his or her respective field, with superior credentials and recognition;
well-regarded in the community with a long-term reputation for high ethical and moral standards;
sufficient time and availability to devote to the affairs of the Company, particularly accounting for the number of boards of directors on which he or she may serve; and
demonstrated history of actively contributing at Board meetings, to the extent he or she serves or has previously served on other boards of directors.
Other than the foregoing, there are no stated minimum criteria for director nominees, although our Nominating and Governance Committee may also consider such other factors as it may deem, from time to time, to be in the best interests of our Company and our stockholders.
We seek a variety of types and degrees of knowledge, skills and experiences among our Board members. The following matrix provides information regarding our Board nominees, including select knowledge, skills, experiences and attributes possessed by our members that the Board believes are relevant to our business. The matrix is not intended to encompass all of the knowledge, skills, experiences or attributes of the nominees, and the fact that a particular knowledge, skill, experience or attribute is not listed does not mean that a nominee does not possess it. In addition, the absence of a particular knowledge, skill, experience or attribute does not mean that that particular nominee is unable to contribute to decision-making in that area.
| Ringo | Altig | Cihlar | Consylman | Cook | Houghton | Johnson-Pratt | Mahony | McHutchison | Okazaki | |
|---|---|---|---|---|---|---|---|---|---|---|
| Experience | ||||||||||
| Public Board Experience · ● · ● · ● · ● · ● · ● · ● · ● | ||||||||||
| Finance · ● · ● · ● · ● · ● · ● | ||||||||||
| Accounting · ● · ● · ● · ● · ● | ||||||||||
| Corporate Governance · ● · ● · ● · ● · ● · ● | ||||||||||
| Compensation · ● · ● · ● · ● | ||||||||||
| Executive Experience · ● · ● · ● · ● · ● · ● · ● · ● | ||||||||||
| Operations · ● · ● · ● · ● · ● · ● · ● · ● | ||||||||||
| Strategic Planning · ● · ● · ● · ● · ● · ● · ● · ● · ● | ||||||||||
| Pharmaceutical Industry | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● |
| Academia · ● · ● | ||||||||||
| Board Tenure | ||||||||||
| Years | 10 | 12 | — | 4 | — | 3 | 3 | 7 | 5 | 2 |
| Other Public Boards | ||||||||||
| Number | 1 | 0 | 0 | 0 | 0 | 0 | 1 | 2 | 0 | 0 |
| Board Diversity Matrix (as of April 1, 2024) | ||||
|---|---|---|---|---|
| Total Number of Directors | 10 | |||
| Female | Male | Non-Binary | Did Not Disclose Gender | |
| Part I: Gender Identity | ||||
| Directors | 3 | 7 | — | — |
| Part II: Demographic Background | ||||
| African American or Black | 1 | — | — | — |
| Alaskan Native or Native American | — | — | — | — |
| Asian | — | 1 | — | — |
| Hispanic or Latinx | — | — | — | — |
| Native Hawaiian or Pacific Islander | — | — | — | — |
| White | 2 | 6 | — | — |
| Two or More Races or Ethnicities | — | — | — | — |
| LGBTQ+ | — | |||
| Did Not Disclose Demographic Background | — | |||
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.