The Nominating and Governance Committee works with the Board of Directors to determine the appropriate qualifications, skills, and experience for the Board as a whole and its individual members. The Nominating and Governance Committee establishes procedures for the nomination process and may recommend candidates for election to the Board. In evaluating the suitability of individual Board members and nominees, the Nominating and Governance Committee and the Board take into account many factors. Although the Company does not have a formal policy with regard to the consideration of diversity in identifying candidates for election to the Board, the Nominating and Governance Committee recognizes the benefits associated with a diverse group of directors and takes diversity considerations into account when identifying director candidates. The Nominating and Governance Committee and the Board seek a broad range of perspectives and consider both the personal characteristics and experience of prospective nominees to ensure that the Board as a whole will possess the appropriate skills and expertise to oversee the Company. These factors, and others considered useful by the Nominating and Governance Committee, are reviewed in the context of an assessment of the perceived needs of the Board at a particular point in time.

After assessing the perceived needs of the Board, the Nominating and Governance Committee may identify specific individuals to serve as directors. The priorities and emphasis of the Nominating and Governance Committee and of the Board may change from time to time to take into account changes in business and other trends and the portfolio of skills and experience of current and prospective Board members.

The Board has determined that each member of the Nominating and Governance Committee is an independent director under the Nasdaq Rules and Exchange Act.