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NXTM » Topics » Board Committees

This excerpt taken from the NXTM DEF 14A filed Apr 24, 2009.
Board Committees
 
Our Board of Directors has established three standing committees — Audit, Compensation and Nominating and Corporate Governance — each of which operates under a charter that has been approved by our Board of Directors. Current copies of each committee’s charter are posted on the Corporate Governance section of our website, www.nxstage.com.
 
Our Board of Directors has determined that all of the members of each of our three standing Board committees are independent as defined under NASDAQ rules, including, in the case of all members of the Audit Committee, the independence requirements contemplated by Rule 10A-3 under the Securities Exchange Act of 1934, or the Exchange Act.


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Audit Committee
 
The Audit Committee’s responsibilities include:
 
  •  appointing, approving the compensation of, and assessing the independence of our registered public accounting firm;
 
  •  overseeing the work of our registered public accounting firm, including through the receipt and consideration of reports from the firm;
 
  •  reviewing and discussing with management and the registered public accounting firm our annual and quarterly financial statements and related disclosures;
 
  •  monitoring our internal controls over financial reporting, disclosure controls and procedures and code of business conduct and ethics;
 
  •  overseeing our internal audit function;
 
  •  discussing our risk management policies;
 
  •  establishing policies regarding hiring employees from the registered public accounting firm and procedures for the receipt and retention of accounting related complaints and concerns;
 
  •  meeting independently with our internal auditing staff, registered public accounting firm and management;
 
  •  reviewing and approving or ratifying any related person transactions; and
 
  •  preparing the audit committee report required by SEC rules, which is included on page 15 of this proxy statement.
 
The members of the Audit Committee are Messrs. Giannini (Chair), Moore and Perper. The Board of Directors has determined that each of these members is independent, as that term is defined by applicable NASDAQ and SEC rules and that Mr. Giannini is an “audit committee financial expert” as defined in Item 407(a)(5) of Regulation S-K under the Exchange Act. The Audit Committee met 14 times during fiscal 2008.
 
The Audit Committee currently acts under a charter that was amended and restated on April 26, 2007. Our policies and procedures for the review and approval of related person transactions are summarized on page 19 of this proxy statement.
 
Compensation Committee
 
Our Compensation Committee, among other things, provides recommendations to the Board of Directors regarding our compensation programs, and has the following principal duties:
 
  •  annually reviewing and approving, or making recommendations to our Board of Directors, with respect to, the compensation of our Chief Executive Officer, or CEO, and our other executive officers;
 
  •  overseeing an evaluation of our executive officers, including our CEO;
 
  •  reviewing and making recommendations to our Board of Directors with respect to management succession planning;
 
  •  overseeing and administering our cash and equity incentive plans;
 
  •  reviewing and making recommendations to our Board of Directors with respect to director compensation;
 
  •  reviewing and discussing annually with management our “Compensation Discussion and Analysis,” which is included beginning on page 20 of this proxy statement; and
 
  •  preparing the Compensation Committee report required by SEC rules, which is included on page 27 of this proxy statement.


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Our Compensation Committee retains the services of third party executive compensation specialists and consultants from time to time, as it sees fit, in connection with the establishment of cash and equity compensation and related policies.
 
The processes and procedures followed by our Compensation Committee in considering and determining executive and director compensation are described below under the heading “Compensation Discussion and Analysis.”
 
The members of the Compensation Committee are Messrs. Moore (Chair) and Lewis and Dr. Chambon. The Board of Directors has determined that each of these members is independent, as that term is defined by applicable NASDAQ rules. The Compensation Committee met nine times during fiscal 2008.
 
Nominating and Corporate Governance Committee
 
Our Nominating and Corporate Governance Committee has the following principal responsibilities:
 
  •  identifying individuals qualified to become members of our Board of Directors;
 
  •  recommending to our Board of Directors the persons to be nominated for election as directors and to each of the committees;
 
  •  developing and recommending to our Board of Directors corporate governance principles; and
 
  •  overseeing an annual evaluation of our Board of Directors.
 
The processes and procedures followed by the Nominating and Corporate Governance Committee in identifying and evaluating director candidates are described above under the heading “Director Nomination Process.”
 
The members of the Nominating and Corporate Governance Committee are currently Mr. Silverstein (Chair), Dr. Chambon and Mr. Giannini. The Board of Directors has determined that each of these members is independent, as that term is defined by applicable NASDAQ rules. The Nominating and Corporate Governance Committee met one time during fiscal 2008.
 
This excerpt taken from the NXTM DEF 14A filed Apr 29, 2008.
Board Committees
 
Our Board of Directors has established three standing committees — Audit, Compensation and Nominating and Corporate Governance — each of which operates under a charter that has been approved by our Board of Directors. Current copies of each committee’s charter are posted on the Corporate Governance section of our website, www.nxstage.com.
 
Our Board of Directors has determined that all of the members of each of our three standing Board committees are independent as defined under NASDAQ rules, including, in the case of all members of the


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Audit Committee, the independence requirements contemplated by Rule 10A-3 under the Securities Exchange Act of 1934, or the Exchange Act.
 
Audit Committee
 
The Audit Committee’s responsibilities include:
 
  •  appointing, approving the compensation of, and assessing the independence of our registered public accounting firm;
 
  •  overseeing the work of our registered public accounting firm, including through the receipt and consideration of reports from the firm;
 
  •  reviewing and discussing with management and the registered public accounting firm our annual and quarterly financial statements and related disclosures;
 
  •  monitoring our internal controls over financial reporting, disclosure controls and procedures and code of business conduct and ethics;
 
  •  discussing our risk management policies;
 
  •  establishing policies regarding hiring employees from the registered public accounting firm and procedures for the receipt and retention of accounting related complaints and concerns;
 
  •  meeting independently with our registered public accounting firm and management;
 
  •  reviewing and approving or ratifying any related person transactions; and
 
  •  preparing the audit committee report required by SEC rules, which is included on page 13 of this proxy statement.
 
The members of the Audit Committee are Messrs. Giannini (Chair), Moore and Perper. The Board of Directors has determined that each of these members is independent, as that term is defined by applicable NASDAQ and SEC rules and that Mr. Giannini is an “audit committee financial expert” as defined in Item 407(a)(5) of Regulation S-K under the Exchange Act. The Audit Committee met 18 times during fiscal 2007.
 
The Audit Committee currently acts under a charter that was amended and restated on April 26, 2007. Our policies and procedures for the review and approval of related person transactions are summarized on page 16 of this proxy statement.
 
Compensation Committee
 
Our Compensation Committee, among other things, provides recommendations to the Board of Directors regarding our compensation programs, and has the following principal duties:
 
  •  annually reviewing and approving, or making recommendations to our Board of Directors, with respect to, the compensation of our Chief Executive Officer, or CEO, and our other executive officers;
 
  •  overseeing an evaluation of our executive officers, including our CEO;
 
  •  reviewing and making recommendations to our Board of Directors with respect to management succession planning;
 
  •  overseeing and administering our cash and equity incentive plans;
 
  •  reviewing and making recommendations to our Board of Directors with respect to director compensation;


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  •  reviewing and discussing annually with management our “Compensation Discussion and Analysis,” which is included beginning on page 17 of this proxy statement; and
 
  •  preparing the Compensation Committee report required by SEC rules, which is included on page 24 of this proxy statement.
 
The processes and procedures followed by our Compensation Committee in considering and determining executive and director compensation are described below under the heading “Compensation Discussion and Analysis.”
 
The members of the Compensation Committee are Messrs. Moore (Chair) and Phildius and Dr. Chambon. The Board of Directors has determined that each of these members is independent, as that term is defined by applicable NASDAQ rules. The Compensation Committee met 8 times during fiscal 2007.
 
Nominating and Corporate Governance Committee
 
Our Nominating and Corporate Governance Committee has the following principal responsibilities: •identifying individuals qualified to become members of our Board of Directors;
 
  •  recommending to our Board of Directors the persons to be nominated for election as directors and to each of the committees;
 
  •  developing and recommending to our Board of Directors corporate governance principles; and
 
  •  overseeing an annual evaluation of our Board of Directors.
 
The processes and procedures followed by the Nominating and Corporate Governance Committee in identifying and evaluating director candidates are described above under the heading “Director Nomination Process.”
 
The members of the Nominating and Corporate Governance Committee are currently Mr. Phildius (Chair), Dr. Chambon and Mr. Giannini. The Board of Directors has determined that each of these members is independent, as that term is defined by applicable NASDAQ rules. The Nominating and Corporate Governance Committee met two times during fiscal 2007.
 
This excerpt taken from the NXTM DEF 14A filed Apr 30, 2007.
Board Committees
 
Our Board of Directors has established three standing committees — Audit, Compensation and Nominating and Corporate Governance — each of which operates under a charter that has been approved by our Board of Directors. Current copies of each committee’s charter are posted on the Corporate Governance section of our website, www.nxstage.com.
 
The Board of Directors has determined that all of the members of each of our three standing Board committees are independent as defined under NASDAQ rules, including, in the case of all members of the Audit Committee, the independence requirements contemplated by Rule 10A-3 under the Securities Exchange Act of 1934, or the Exchange Act.
 
Audit Committee
 
The Audit Committee’s responsibilities include:
 
  •  appointing, approving the compensation of, and assessing the independence of our registered public accounting firm;
 
  •  overseeing the work of our registered public accounting firm, including through the receipt and consideration of reports from the such firm;
 
  •  reviewing and discussing with management and the registered public accounting firm our annual and quarterly financial statements and related disclosures;
 
  •  monitoring our internal controls over financial reporting, disclosure controls and procedures and code of business conduct and ethics;
 
  •  overseeing our internal audit function;
 
  •  discussing our risk management policies;
 
  •  establishing policies regarding hiring employees from the registered public accounting firm and procedures for the receipt and retention of accounting related complaints and concerns;
 
  •  meeting independently with our internal auditing staff, registered public accounting firm and management;
 
  •  reviewing and approving or ratifying any related person transactions; and
 
  •  preparing the audit committee report required by SEC rules, which is included on page 14 of this proxy statement.
 
The members of the Audit Committee are Messrs. Giannini (Chair), Moore and Perper. The Board of Directors has determined that each of these members is independent, as that term is defined by applicable NASDAQ and SEC rules and that Mr. Giannini is an “audit committee financial expert” as defined in Item 401(h) of Regulation S-K under the Exchange Act. The Audit Committee met eight times during fiscal 2006.


12

Table of Contents

 
The Audit Committee currently acts under a charter that was amended and restated on April 26, 2007. Our policies and procedures for the review and approval of related person transactions are summarized beginning on page 15 of this proxy statement.
 
Compensation Committee
 
Our Compensation Committee, among other things, provides recommendations to the Board of Directors regarding our compensation programs, and has the following principal duties:
 
  •  annually reviewing and approving, or making recommendations to our Board of Directors, with respect to, the compensation of our Chief Executive Officer, or CEO, and our other executive officers;
 
  •  reviewing and making recommendations to our Board of Directors with respect to management succession planning;
 
  •  overseeing and administering our cash and equity incentive plans;
 
  •  reviewing and making recommendations to our Board of Directors with respect to director compensation;
 
  •  reviewing and discussing annually with management our “Compensation Discussion and Analysis,” which is included beginning on page 16 of this proxy statement; and
 
  •  preparing the compensation committee report required by SEC rules, which is included on page 23 of this proxy statement.
 
The members of the Compensation Committee are Messrs. Moore (Chair) and Phildius and Dr. Chambon. The Board of Directors has determined that each of these members is independent, as that term is defined by applicable NASDAQ rules. The Compensation Committee met seven times during fiscal 2006.
 
Nominating and Corporate Governance Committee
 
Our Nominating and Corporate Governance Committee has the following principal responsibilities:
 
  •  identifying individuals qualified to become members of our Board of Directors;
 
  •  recommending to our Board of Directors the persons to be nominated for election as directors and to each of the committees;
 
  •  developing and recommending to our Board of Directors corporate governance principles; and
 
  •  overseeing an annual evaluation of our Board of Directors.
 
The processes and procedures followed by the Nominating and Corporate Governance Committee in identifying and evaluating director candidates are described above under the heading “Director Nomination Process.”
 
The members of the Nominating and Corporate Governance Committee are currently Messrs. Phildius (Chair), Giannini and Dr. Chambon. The Board of Directors has determined that each of these members is independent, as that term is defined by applicable NASDAQ rules. The Nominating and Corporate Governance Committee met three times during fiscal 2006.
 
This excerpt taken from the NXTM DEF 14A filed Apr 28, 2006.
Board Committees
 
Our Board of Directors has established three standing committees — Audit, Compensation and Nominating and Corporate Governance — each of which operates under a charter that has been approved by our Board of Directors. Current copies of each committee’s charter are posted on the Corporate Governance section of our website, www.nxstage.com. In addition, a copy of the Audit Committee Charter as in effect on the date of this Proxy Statement is provided in Appendix A.
 
The Board of Directors has determined that all of the members of each of the Board’s three standing committees are independent as defined under the rules of the Nasdaq Stock Market, including, in the case of all members of the Audit Committee, the independence requirements contemplated by Rule 10A-3 under the Securities Exchange Act of 1934, or the Exchange Act.
 
Audit Committee
 
The Audit Committee’s responsibilities include:
 
  •  appointing, approving the compensation of, and assessing the independence of our independent registered public accounting firm;
 
  •  overseeing the work of our independent registered public accounting firm, including through the receipt and consideration of certain reports from such firm;


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  •  reviewing and discussing with management and the independent registered public accounting firm our annual and quarterly financial statements and related disclosures;
 
  •  monitoring our internal controls over financial reporting, disclosure controls and procedures and code of business conduct and ethics;
 
  •  reviewing and approving all related party transactions;
 
  •  discussing our risk management policies;
 
  •  establishing policies regarding hiring employees from the independent registered public accounting firm and procedures for the receipt and retention of accounting related complaints and concerns;
 
  •  meeting independently with our internal auditing staff, independent registered public accounting firm and management; and
 
  •  preparing the audit committee report required by SEC rules (which is included on page 13 of this Proxy Statement).
 
The members of the Audit Committee are Messrs. Giannini (Chair), Moore and Perper. The Board of Directors has determined that Mr. Giannini is an audit committee financial expert as defined in Item 401(h) of Regulation S-K under the Exchange Act. The Audit Committee met four times during fiscal 2005.
 
Compensation Committee
 
Our Compensation Committee, among other things, provides recommendations to the Board of Directors regarding our compensation programs, and has the following principal duties:
 
  •  determining the compensation of our Chief Executive Officer;
 
  •  reviewing and approving, or making recommendations to our Board of Directors with respect to the compensation of our other executive officers;
 
  •  overseeing an evaluation of our executive officers, including the Chief Executive Officer;
 
  •  reviewing and making recommendations to the Board of Directors with respect to management succession planning;
 
  •  overseeing and administering our cash and equity incentive plans;
 
  •  reviewing and making recommendations to our Board with respect to director compensation; and
 
  •  preparing the compensation committee report required by SEC rules (which is included on page 23 of this Proxy Statement.)
 
The members of the Compensation Committee are Messrs. Moore (Chair) and Phildius and Dr. Chambon. The Compensation Committee met three times during fiscal 2005.
 
Nominating and Corporate Governance Committee
 
Our Nominating and Corporate Governance Committee has the following principal responsibilities:
 
  •  identifying individuals qualified to become Board members;
 
  •  recommending to the Board of Directors the persons to be nominated for election as directors and to each of the Board’s committees;
 
  •  developing and recommending to the Board of Directors corporate governance principles; and
 
  •  overseeing evaluations of the Board of Directors.
 
The members of the Nominating and Corporate Governance Committee are currently Mr. Phildius (Chair) and Drs. Formela and Chambon; however, following the Annual Meeting Dr. Formela will no longer serve on the Nominating and Corporate Governance Committee. The members of the Nominating and Corporate


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Governance Committee met informally and discussed matters relating to governance and the nominating process but did not hold formal meetings during fiscal 2005.
 

EXCERPTS ON THIS PAGE:

DEF 14A
Apr 24, 2009
DEF 14A
Apr 29, 2008
DEF 14A
Apr 30, 2007
DEF 14A
Apr 28, 2006

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