1 Mr. Pritchett is a non-voting member
2 Mr. Hradsky qualifies as a Financial Expert for the Audit Committee
Costar Technologies, Inc. is managed under the direction of the Board of Directors. The Board consists of a single class of directors who are elected for a term of one year, such term beginning and ending at each annual meeting of stockholders. The Board presently consists of five members. There are no family relationships among any of our directors or executive officers. To provide the appropriate checks and balances, four committees have been established which oversee the operations of the Company. These committees are: the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee and the Strategic Committee.
The current members of our Audit Committee are Gregory Hradsky, Rory Cowan and Jeffrey Wald. The Board has determined that each member is “independent” and is “financially literate,” and that Mr. Hradsky qualifies as an Audit Committee Financial Expert under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and applicable rules and regulations promulgated under the Exchange Act.
The Audit Committee hires our independent accountants and is charged with the responsibility of overseeing our financial reporting process. In the course of performing its functions, the Audit Committee reviews, with management and the independent accountants, our internal accounting controls, the annual financial statements, the report and recommendations of the independent accountants, the scope of the audit (if any) and the qualifications and independence of the auditors. As a result of the suspension of our reporting obligations under the Exchange Act, the Audit Committee has determined not to obtain a full audit of our 2013 financial statements as a cost-cutting measure.
For a comprehensive description of the Audit Committee’s purpose and responsibilities: Audit Committee Charter and the Audit Committee Complaint Procedures
The Compensation Committee currently consists of Rory Cowan, Gregory Hradsky and Jared Landaw. The Board has determined that each member is “independent.”
The Compensation Committee sets the compensation of our Chief Executive Officer and other senior executives, administers our equity incentive plans and executive compensation programs, determines eligibility for, and awards under, such plans and programs, and makes recommendations to the Board with regard to the adoption of new employee benefit plans, equity incentive plans and executive compensation plans.
For a comprehensive description of the Compensation Committee’s purpose and responsibilities: Compensation Committee Charter and the Incentive Compensation Clawback Policy
Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee currently consists of Jared Landaw, Rory Cowan and Jeffrey Wald. The Board has determined that each member is “independent.”
The Committee is responsible for identifying individuals who are qualified to become directors, recommending nominees for membership on the Board and committees of the Board, promulgating minimum qualifications that it believes must be met by director nominees, establishing policies for considering director candidates recommended by stockholders, implementing procedures for stockholders in submitting recommendations for director candidates and developing and recommending to the Board corporate governance guidelines.
For a comprehensive description of the Nominating and Corporate Governance Committee’s purpose and responsibilities: Nominating and Corporate Governance Committee Charter
The Strategic Committee consists of Jared Landaw, Gregory Hradsky and James Pritchett, with Mr. Pritchett being a non-voting member of the committee. The Board created a Strategic Committee in order to explore various strategic alternatives to improve stockholder value, including, without limitation, a strategic acquisition, merger or sale of all or a portion of the Company. Consistent with its mandate, the Strategic Committee meets from time to time in order to review and evaluate various strategic options available to the Company.