CASTLE BIOSCIENCES INC
For the period ended Apr 10, 2024. Filed Apr 10, 2024.
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Apr 10, 2024 · Filed Apr 10, 2024
Contents
DIRECTOR TIME COMMITMENT
Our Board seeks candidates who it believes will be able to devote sufficient time and attention to serve as a director, taking into account each candidate’s principal occupation, service on other boards of directors, and, for incumbent directors who are being considered for reelection, attendance and performance at Castle’s Board and committee meetings.
Over the past year, our Nominating and Corporate Governance Committee has had ongoing discussions on the topic of director time commitments and has reviewed the policies of peers and other public companies, as well as various institutional policies. Further, as part of our stockholder outreach, we have discussed this topic with many of our investors. Based on this information, and taking into consideration stockholder feedback, our Board adopted the Director Time Commitment Policy, as outlined below.
A director who is not also an “officer” (each, a “Section 16 officer” (as defined in Rule 16a-1(f) promulgated under the Exchange Act), may serve on a total of four (4) public company boards, in addition to our Board, unless approved in advance by our Board.
A director who also serves as an officer of a public company, including Castle may serve on a total of two (2) public company boards, in addition to our Board, unless approved in advance by our Board.
Our policy requires non-employee directors to notify the Nominating and Corporate Governance Committee if they:
retire from their principal occupation;
change the position they held when they became a member of the Board; or
join the board of directors of a private or public company.
All of our directors are in compliance with this policy as of March 31, 2024.
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