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Director Independence

Our board of directors has reviewed the materiality of any relationship between us and any of our directors, either directly or indirectly. Based on this review, the board has determined that all of our directors, with the exception of Dr. De Souza, are “independent directors” as defined by The NASDAQ Stock Market LLC, or NASDAQ.

Committees of the Board of Directors

Our board of directors has an audit committee, a compensation committee, and a nominating and corporate governance committee, each of which has the composition and responsibilities described below.

Audit Committee. We have an audit committee consisting of Mr. Best (Chairman), Mr. Mulloy and Dr. Ross. All members of the audit committee satisfy the current independence standards promulgated by the SEC and NASDAQ, as such standards apply specifically to members of audit committees. Our audit committee is authorized to:

• approve and retain the independent registered public accounting firm to conduct the annual audit of our financial statements;
• review the proposed scope and results of the audit;
• review and pre-approve audit and non-audit fees and services;
• review accounting and financial controls with the independent registered public accounting firm and our financial and accounting staff;
• review and approve transactions between us and our directors, officers and affiliates;
• establish procedures for complaints received by us regarding accounting matters;
• oversee internal audit functions, if any; and
• prepare the report of the audit committee that SEC rules require to be included in our annual meeting proxy statement.

Compensation Committee. We have a compensation committee consisting of Dr. Barrett (Chairman), Dr. Maraganore and Dr. Ross. All members of the compensation committee qualify as independent under the current definition promulgated by NASDAQ. Our compensation committee is authorized to:

• review and recommend the compensation arrangements for management, including the compensation for our President and Chief Executive Officer;
• establish and review general compensation policies with the objective to attract and retain superior talent, to reward individual performance and to achieve our financial goals;
• administer our stock option and incentive plans; and
• prepare the report of the compensation committee that SEC rules require to be included in our annual meeting proxy statement.

Nominating and Corporate Governance Committee. We have a nominating and corporate governance committee consisting of Dr. Barkas (Chairman), Dr. Barrett and Mr. Best. All members of the nominating and governance committee qualify as independent under the current definition promulgated by NASDAQ. Our nominating and governance committee is authorized to:

• identify and nominate members of the board of directors;
• develop and recommend to the board of directors a set of corporate governance principles applicable to our company; and
• oversee the evaluation of the board of directors and management.

Compensation Committee Interlocks and Insider Participation

Our Chief Executive Officer serves as a member of the board of directors. None of our executive officers serves as a member of the board of directors or compensation committee, or other committee serving an equivalent function, of any entity that has one or more of its executive officers serving as a member of our board of directors or our compensation committee.