(as amended on 9/23/16)
The purpose of the Nominating and Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of Chimerix, Inc. (the “Company”) is to (i) oversee all aspects of the Company’s corporate governance functions on behalf of the Board; (ii) make recommendations to the Board regarding corporate governance issues; (iii) identify, review and evaluate candidates to serve as directors of the Company consistent with criteria approved by the Board and review and evaluate incumbent directors; (iv) serve as a focal point for communication between such candidates, non-committee directors and the Company’s management; (v) select or recommend to the Board for selection candidates to the Board to serve as nominees for director for the annual meeting of stockholders; and (vi) make other recommendations to the Board regarding affairs relating to the directors of the Company.
The policy of the Committee, in discharging these obligations, shall be to promote best corporate governance practices, ensure the Board is comprised of only highly qualified directors, and foster an open avenue of communication between the Committee and management of the Company.
The Committee shall consist of at least two members of the Board. No Committee member shall be an employee of the Company and each member shall be an independent director as determined by the Board, in accordance with the applicable independence requirements of The Nasdaq Stock Market (“Nasdaq”), when and as required by Nasdaq. The members of the Committee and the Committee chairperson shall be appointed by the Board.
The Committee shall hold such regular or special meetings as its members deem necessary or appropriate. The Chairman of the Committee will report to the Board from time to time, or whenever so requested by the Board.
The Committee shall have authority to retain and determine compensation for, at the expense of the Company, special legal, accounting or other advisors or consultants as it deems necessary or appropriate in the performance of its duties, including executive search firms to help identify director candidates. The Committee shall also have authority to pay, at the expense of the Company, ordinary administrative expenses that, as determined by the Committee, are necessary or appropriate in carrying out its duties. Each member of the Committee shall have full access to all books, records, facilities and personnel of the Company as deemed necessary or appropriate by any member of the Committee to discharge his or her responsibilities hereunder. The Committee shall have authority to require that any of the Company’s personnel, counsel, accountants or investment bankers, or any other consultant or advisor to the Company attend any meeting of the Committee or meet with any member of the Committee or any of its special outside legal, accounting or other advisors or consultants. The approval of this charter by the Board shall be construed as a delegation of authority to the Committee with respect to the responsibilities set forth herein.
The operation of the Committee will be subject to the provisions of the Bylaws of the Company and the Delaware General Corporation Law, each as in effect from time to time. The Committee will have the full power and authority to carry out the following primary responsibilities or to delegate such power and authority to one or more subcommittees of the Committee:
James Niedel joined the Chimerix Board in 2011. Dr. Niedel is a Managing Director of New Leaf Venture Partners, a healthcare technology fund, where he focuses on biopharmaceutical investments. He was one of the founders of New Leaf in 2005, having moved with the healthcare team from the Sprout Group, where he had been a venture partner since 2002. Prior to joining the venture industry, Dr. Niedel was Chief Science and Technology Officer for GlaxoSmithKline and a member of the board of directors of Glaxo Wellcome plc with responsibility for Global Research and Development, Information Technology and Product Strategy. Before joining the pharmaceutical industry, Dr. Niedel was Professor of Medicine and Chief of Clinical Pharmacology at Duke Medical School, where he had completed an Internal Medicine residency and a Hematology-Oncology fellowship. At Duke, he directed a basic research laboratory studying signal transduction, was an editor of J. Biological Chemistry, J. Immunology, Blood and J. Leukocyte Biology and was selected a Searle Scholar. He received MD and PhD (Biochemistry) degrees from the University of Miami and is a Fellow of the Royal College of Physicians (London).
Martha Demski has served as one of our directors since 2005. Since August 2011, Ms. Demski has served as Senior Vice President and Chief Financial Officer of Ajinimoto Althea, Inc. (formerly Althea Technologies, Inc.), a fully-integrated contract development and manufacturing organization. From July 2008 to December 2010, Ms. Demski served as the Interim Chief Operating Officer and Chief Financial Officer of the Sidney Kimmel Cancer Center (SKCC), a non-profit corporation that was engaged in biomedical research. Previously, Ms. Demski served as Vice President and Chief Financial Officer of Vical Incorporated. Ms. Demski currently serves on the board of directors and chairs the audit committee of Adamas Pharmaceuticals, Inc. Ms. Demski also serves as a member of the board, chair of the audit committee and member of the compensation committee of Neothetics, Inc. Additionally Ms. Demski has over 13 years of banking experience with Bank of America and U.S. Trust. Ms. Demski earned a B.A. from Michigan State University and M.B.A. from The University of Chicago Booth School of Business with concentrations in accounting and finance.
Catherine L. Gilliss, PhD, RN, FAAN, currently serves as the Dean and Helene Fuld Health Trust Professor of Nursing at the Duke University School of Nursing and Vice Chancellor for Nursing Affairs at Duke University. Dr. Gilliss was appointed Dean in 2004, and under her leadership, Duke has become one of the top schools of nursing in the nation. While at Duke, Dr. Gilliss has presided over several transformative initiatives, including the approval and implementation of two new doctoral degree programs: the PhD in Nursing degree program and the Doctor of Nursing Practice program. Dr. Gilliss serves as co-director of the federally-funded Graduate Nurse Education Demonstration designed to increase the numbers of advanced practice nurses able to provide care to the growing Medicare population. Dr. Gilliss has also focused on translational science and innovative models of health care delivery, and serves as the Director of the Duke Translational Nursing Institute. From 1998 until 2004, she was a professor and the Dean at the Yale University School of Nursing. Dr. Gilliss has served as President of the National Organization for Nurse Practitioner Faculties and the American Academy of Nursing. She is a member of the North Carolina Institute of Medicine. Dr. Gilliss earned her Masters of Nursing from the Catholic University of America and her PhD from the University of California, San Francisco, where she also completed postdoctoral studies.