The Nominating and Governance Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) (i) to assist the Board by identifying individuals qualified to become Board members and to recommend to the Board the director nominees for the next annual meeting of shareholders, (ii) to recommend to the Board a set of corporate governance guidelines for the Company and (iii) to take a leadership role in shaping the corporate governance of the Company.
The Committee shall be comprised of no fewer than two members of the Board. Except as permitted by applicable rules of The NASDAQ Stock Market (“NASDAQ”), each member of the Committee shall qualify as an independent director under criteria established by the applicable listing standards of NASDAQ and other applicable laws and regulations.
Committee members shall be appointed by the Board. The Board may, at any time with or without cause, remove any member of the Committee and fill the vacancy created by such removal. The Committee’s chairman shall be appointed by a majority of the full Board or the full Committee.
The following shall be the principal recurring responsibilities of the Committee. These responsibilities are set forth as a guide, with the understanding that the Committee may alter or supplement them as appropriate to enable the Committee to carry out its duties, to the extent permitted by applicable laws and listing standards.
1. The Committee shall develop and recommend to the Board a set of corporate governance guidelines for the Company, periodically review and reassess their adequacy and recommend any proposed changes to the Board for approval.
2. The Committee shall periodically review the certificate of incorporation and by-laws of the Company and recommend to the Board for approval changes thereto in respect of good corporate governance.
3. The Committee shall review the Company’s compliance with NASDAQ’s corporate governance listing requirements and make recommendations to the Board for approval to the extent necessary to maintain compliance.
4. The Committee shall establish procedures to exercise oversight of the Board, the other committees of the Board, and management.
Board Composition and Evaluation; Nominations
5. The Committee shall make recommendations to the Board from time to time as to changes that the Committee believes to be desirable to the size, structure and function of the Board and of any of its committees.
6. The Committee shall identify individuals qualified to become Board members for recommendation to the Board for each election/appointment of directors, except that if the Company is at any time legally required by contract or otherwise to provide any third party with the ability to nominate a director, the Committee need not evaluate or propose such nomination. The Committee shall also make recommendations to the Board concerning the identity of members for its other committees.
7. The Committee shall review with the Board on an annual basis the skills and characteristics that it seeks in new Board members as well as those of the Board as a whole.
8. The Committee shall consider any director nominees validly nominated by the stockholders of the Company.
9. The Committee shall have oversight of the evaluation of the Board and management. The Committee shall lead the annual review of the Board, receive comments from all directors and report annually to the Board with an assessment of the Board’s performance. This report will be discussed with the Board following the end of each fiscal year.
10. The Committee shall have the sole authority to retain and terminate any search firm to be used to identify director candidates and shall have sole authority to approve the search firm’s fees and other retention terms.
11. The Committee will report periodically to the Board on succession planning.
12. The Committee shall have the authority to retain independent advisors to assist in carrying out its responsibilities, as the Committee in its sole discretion deems appropriate. The Committee shall have sole authority to approve the terms of such engagements, including fees, with funds provided by the Company.
13. The Committee will report periodically on the Committee’s work and findings to the Board. These reports will contain recommendations for Board actions, when appropriate.
14. The Committee shall perform a review and evaluation, at least annually, of the performance of the Committee and its members, including by reviewing the compliance of the Committee with this Charter. In addition, the Committee shall review and reassess, at least annually, the adequacy of this Charter and recommend to the Board any improvements to this Charter that the Committee considers necessary or valuable. The Committee shall conduct such evaluations and reviews in such manner as it deems appropriate.
15. The Committee shall take such other action within the scope of its duties that are in the best interests of the Company and its stockholders, as the Committee shall deem appropriate.
The Committee will meet no less than annually. Special meetings may be convened as required. A majority of the members of the Committee shall constitute a quorum for the transaction of business, and, if a quorum is present, any action approved by at least a majority of the members present shall represent the valid action of the Committee. The chairman of the Committee will preside at each meeting and, in consultation with the other members of the Committee, will set the frequency and length of each meeting and the agenda of items to be addressed at each meeting. The Committee may form subcommittees and delegate authority to them or to one or more of its members when appropriate.
The Committee shall maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board.
William W. Grounds has been a member of Remark Media, Inc.’s Board of Directors since 2013. Mr. Grounds is a Director and President of Infinity World Development Corp., an affiliate of Dubai World.
He serves as a member of the Board of Directors of NYSE-listed MGM Resorts International, CityCenter Holdings, LLC., Infinity World, and Grand Avenue LA.
Prior to joining Infinity World, Mr. Grounds served as CEO of Property and Finance for MFS Group and has held various senior positions in the real estate investment and development industry throughout his career.
Brett Ratner has been a member of Remark Media, Inc.'s Board of Directors since 2017. Mr. Ratner is one of Hollywood's most successful filmmakers. His films have grossed more than $2 billion at the global box office. He has served as an executive producer on films such as the Golden Globe and Oscar winning The Revenant, starring Leonardo DiCaprio, he served as executive producer and director of the Golden Globe-nominated FOX series Prison Break, and he served as executive producer of the television series Rush Hour, based on his hit films. Mr. Ratner, along with his business partner James Packer, formed RatPac Entertainment, a film finance and media company, in 2013. Since inception, RatPac Entertainment has co-financed 63 theatrically-released motion pictures exceeding $11.6 billion in worldwide box office receipts.
Mr. Ratner is a Board of Trustees member of the Simon Wiesenthal Center and Museum of Tolerance. He sits on the boards of Chrysalis, Best Buddies and Do Something, while serving on the Dean's Council of the NYU Tisch School of the Arts and on the Board of Directors at Tel Aviv University's School of Film and Television. In 2017, he received a coveted star on the Hollywood Walk of Fame.
Daniel Stein has been a member of Remark Media, Inc.'s Board of Directors since 2017. Mr. Stein has worked in digital, direct, and healthcare marketing for more than 16 years. He currently serves as Senior Vice President, Analytics Services & Product Strategy at Crossix Solutions, Inc., a consumer-centric healthcare analytics company providing data analytics solutions for business and marketing optimization. At Crossix Solutions, Mr. Stein is responsible for driving innovation across the product suite, including digital and TV-based solutions. Previously, Mr. Stein spent eight years at Digitas and Digitas Health, where he led the Strategy and Analysis group in New York. While with Digitas Health, he built a team focused on leveraging analytics to help pharma and health-focused clients optimize their marketing plans and partnerships. Prior to Digitas and Digitas Health, Mr. Stein worked at Scholastic, where he developed interactive and direct marketing plans to support teachers and parents, and he gained additional healthcare experience at PricewaterhouseCoopers, where he designed and built comprehensive health & welfare systems for large companies.
Mr. Stein graduated from the University of Pennsylvania with a B.A. in Economics.