CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
We had no transactions that have occurred since January 1, 2021 and to which we were a party, in which the amount involved exceeded or
will exceed the lesser of (x) $120,000 or (y) 1% of the average of our total assets at December 31, 2021 and 2022, and in which any of our directors, executive officers or holders of more than 5% of our capital stock, of an affiliate or
immediate family member thereof, has or will have a direct or indirect material interest, other than those already described in this Proxy Statement under the heading Executive and Director Compensation.
Related-Person Transactions Policy and Procedures
We have a Related-Person Transaction Policy that sets forth our procedures for the identification, review, consideration and approval or
ratification of related-person transactions. For purposes of our policy only, a related-person transaction is a transaction, arrangement or relationship or any series of similar transactions, arrangements or relationships, in which we and any
related-person are, were or will be participants in which the amount involves exceeds $120,000. Transactions involving compensation for services provided to the Company as an employee or director are not covered by this policy. A related person is
any executive officer, director or beneficial owner of more than 5% of any class of our voting securities, including any of their immediate family members and any entity owned or controlled by such persons.
Under the policy, if a transaction has been identified as a related-person transaction, including any transaction that was not a
related-person transaction when originally consummated or any transaction that was not initially identified as a related-person transaction prior to consummation, our management must present information regarding the related-person transaction to
our Audit Committee, or, if Audit Committee approval would be inappropriate, to another independent body of our Board, for review, consideration and approval or ratification. The presentation must include a description of, among other things, the
material facts, the interests, direct and indirect, of the related persons, the benefits to us of the transaction and whether the transaction is on terms that are comparable to the terms available to or from, as the case may be, an unrelated third
party or to or from employees generally. Under the policy, we will collect information that we deem reasonably necessary from each director, executive officer and, to the extent feasible, significant stockholder to enable us to identify any existing
or potential related-person transactions and to effectuate the terms of the policy.
In addition, under our Code of Business Conduct and
Ethics, our employees and directors have an affirmative responsibility to disclose any transaction or relationship that reasonably could be expected to give rise to a conflict of interest.
In considering related-person transactions, our Audit Committee, or other independent body of our Board, will take into account the relevant
available facts and circumstances including, but not limited to:
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whether the related-person transaction is on terms no less favorable than terms generally available to an
unaffiliated third party under the same or similar circumstances; and |
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the risks, costs and benefits to us; the extent of the related persons interest in the transaction.
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The policy requires that, in determining whether to approve, ratify or reject a related-person transaction, our Audit
Committee, or other independent body of our Board, must consider, in light of known circumstances, whether the transaction is in, or is not inconsistent with, our best interests and those of our stockholders, as our Audit Committee or other
independent body of our Board, determines in the good faith exercise of its discretion.
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