The Compensation Committee and/or the Board of Directors has taken the following steps to promote good corporate governance:
| • | Expiration of Rights Plan—Through March 2019, we had a stockholder rights plan designed to protect and enhance the value of our outstanding equity interests in the event of an unsolicited attempt to acquire us in a manner or on terms not approved by our Board of Directors and that would prevent stockholders from realizing the full value of their shares of our common stock. However, the rights may have had the effect of rendering more difficult or discouraging an acquisition or the rights may have caused substantial dilution to a person or group that attempted to acquire us on terms or in a manner not approved by our Board of Directors. On March 13, 2019, our Board of Directors voted not to replace the rights when they expired on March 19, 2019. |
| • | Declassification of our Board of Directors—In 2020, our Board of Directors and our stockholders approved an amendment to our Certificate of Incorporation to eliminate the classified structure of the Board of Directors and provide for the annual election of directors. |
| • | No Tax Gross‑ups—We do not provide tax gross‑ups to our named executive officers. |
| • | Anti‑Hedging Policy—We maintain a policy prohibiting insider trading practices including the hedging of our stock by our employees, including our executive officers, and directors. |
| • | Anti-Pledging and Margin Account Policy—We maintain a policy prohibiting employees from holding our securities in a margin account or pledging our securities as collateral for a loan. |
| • | No Repricing of Stock Options—Our equity incentive plans prohibit the repricing of stock options or other equity awards without the consent of our stockholders. |
| • | Buyouts of Underwater Options—Our equity incentive plans prohibit us from buying out underwater stock options from our executive officers. |
| • | Stock Ownership Guidelines—We maintain stock ownership guidelines for the named executive officers and independent directors that are described in more detail below. |
| • | Clawback Policy—We have adopted a clawback policy, which is described in more detail below. |
| • | Independent Compensation Committee—Our Compensation Committee is comprised exclusively of independent directors. |
| • | Independent Consultants—The independent consultants who provided benchmarking data with respect to the named executive officers do not provide services to us other than at the direction of the Compensation Committee. |
