Committee and Radford, using industry standard parameters for establishing a peer group, sought to identify companies that fit the following criteria:
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Publicly-traded, pre-commercial biopharma companies, with a focus on oncology;
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Phase 2 or Phase 3 stage of clinical development;
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Market capitalization generally below $500 million; and
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fewer than 50 employees.
Based on these criteria, the Compensation Committee identified the following companies for our 2022 peer group: Actinium Pharmaceuticals, Inc., Aileron Therapeutics, Cardiff Oncology, Checkmate Pharmaceuticals, Cidara Therapeutics, Inc., ContraFect Corporation, Cyclacel Pharmaceuticals, Inc., Entasis Therapeutics, GlycoMimetics, Inc., Infinity Pharmaceuticals, Jounce Therapeutics, Leap Therapeutics, MEI Pharma, Oncternal Therapeutics, Inc., PDS Biotechnology, Selecta Biosciences Inc., Sierra Oncology, Tonix Pharmaceuticals, Tyme Technologies Inc., and Verastem, Inc.
Radford ultimately developed recommendations that were presented to the Compensation Committee for its consideration. Based on these recommendations, we determined our current compensation levels for our executive officers, including base salary and target bonus payments.
Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee is responsible for identifying, reviewing and evaluating candidates to serve as directors of the Company (consistent with criteria approved by the Board), reviewing and evaluating incumbent directors, selecting candidates for election to our Board, making recommendations to our Board regarding the membership of the committees of the Board, and assessing the performance of management and our Board.
The Nominating and Corporate Governance Committee is currently comprised of four directors: Ms. Wasman and Ms. Kalin and Messrs. Van Nostrand and Varian. Ms. Kalin was appointed to the Nominating and Corporate Governance Committee effective October 13, 2022. All members of our Nominating and Corporate Governance Committee are independent (as independence is currently defined in Rule 5605(a)(2) of the Nasdaq listing standards). The Nominating and Corporate Governance Committee met three times in 2022 and acted by written consent one time in 2022. Our Board has adopted a written Nominating and Corporate Governance Committee charter that is available to stockholders in the corporate governance section of our website at: https://www.sellaslifesciences.com/investors/corporate-governance/default.aspx#section=documents. The functions of this committee include, among other things:
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identifying, reviewing and evaluating candidates to serve on our Board of Directors consistent with criteria approved by our Board;
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evaluating director performance on the Board and applicable committees of the Board and determining whether continued service on our Board is appropriate;
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evaluating, nominating and recommending individuals for membership on our Board;
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evaluating nominations by stockholders of candidates for election to our Board;
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considering and assessing the independence of members of our Board;
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developing a set of corporate governance principles, periodically reviewing and assessing these principles and their application and recommending to our Board any changes to such policies and principles;
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considering questions of possible conflicts of interest of directors as such questions arise; and
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reviewing and assessing on an annual basis the performance of the Nominating and Corporate Governance Committee and the Nominating and Corporate Governance Committee charter.
On March 2, 2023, we amended the charter of the Nominating and Corporate Governance Committee to include the provision of oversight of the Company’s environmental, social and governance (ESG) strategy, policies and initiatives.