Table of Contents
Charles W. Newhall, III has served as a member of our board of directors since August 2001. In 1977, Mr. Newhall
co-founded New Enterprise Associates, or NEA, a venture capital firm that focuses on the medical and life sciences and information technology industries, from which he retired effective
December 31, 2012. To date, Mr. Newhall has served as a director of over 50 venture-backed companies. In addition to being a director on our board, some of his current Board memberships
NeuroPace, Inc. and Interfusio. In 1986, he founded the Mid-Atlantic Venture Association, or MAVA, which now has over 80 venture capital firms that are members, and is one of the most active
regional venture associations in the country. He is Chairman Emeritus of MAVA. Before NEA, Mr. Newhall was a Vice President of T. Rowe Price. He served in Vietnam commanding an independent
platoon including an initial reconnaissance of Hamburger Hill. His decorations include the Silver Star and Bronze Star V (1st OLC). He earned an Honors Degree in English from the University of
Pennsylvania and an MBA from Harvard Business School. Mr. Newhall's substantial experience with companies in the healthcare sector and his venture capital, financial and business experience
qualify him to serve as a director.
Bryan Roberts, Ph.D. has served as a member of our board of directors since 2001. Since 2006, Dr. Roberts has served as a managing
general partner at Venrock, a venture capital firm. From 2001 to 2006, Dr. Roberts served as general partner at Venrock. He joined Venrock in 1997 as a Kauffman Fellow. From 1989 to 1992,
Dr. Roberts worked in the corporate finance department of Kidder, Peabody & Co., a brokerage company. Dr. Roberts serves on the board of directors of Achaogen Inc.,
Castlight Health, Inc., Ironwood Pharmaceuticals, Inc. and ZELTIQ Aesthetics Inc., as well as on the board of several private companies. Dr. Roberts previously served on
the board of directors of athenahealth, Inc. and Sirna Therapeutics, Inc. Dr. Roberts holds a B.A. in Chemistry from Dartmouth College and a Ph.D. in Chemistry and Chemical
Biology from Harvard University. We believe Dr. Roberts' experience with facilitating the growth of healthcare and biotechnology companies, together with his historical perspective on the
company, qualify him to serve on our board of directors.
Upon the completion of this offering, our board of directors will be divided into three classes with staggered three-year terms. At
each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following
election. Our directors will be divided among the three classes as follows:
- the Class I directors will be Peter Barrett, Ph.D. and Bryan Roberts, Ph.D., and their terms will expire at the
annual meeting of stockholders to be held in 2015;
- the Class II directors will be Donald Hayden, Jr. and Robert V. Gunderson, Jr., and their terms will expire at the
annual meeting of stockholders to be held in 2016; and
- the Class III directors will be Charles W. Newhall, III and Jeffrey S. Hatfield, and their terms will expire at the
annual meeting of stockholders to be held in 2017.
in a particular class will be elected for three-year terms at the annual meeting of stockholders in the year in which their terms expire. As a result, only one class of
directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms. Each director's term continues until the
election and qualification of his or her successor, or the earlier of his or her death, resignation or removal.
restated certificate of incorporation and amended and restated bylaws that will be in effect upon the completion of this offering authorize only our board of directors to fill
vacancies on our board of directors until the next annual meeting of stockholders. Any additional directorships resulting from an increase in the authorized number of directors would be distributed
among the three classes so that, as nearly as possible, each class would consist of one-third of the authorized number of directors.