The Compensation Committee of the Board of Directors (the “Committee”) of Assembly Biosciences, Inc. (the “Company”) was established pursuant to Article IV, Section 4.1 of the Bylaws of the Company. The Board of Directors of the Company (the “Board”) will appoint Committee members annually for a term of one year. The Board may remove or replace any Committee member at any time, with or without cause. Resignation or removal of a Director from the Board, for whatever reason, shall automatically constitute resignation or removal, as applicable, from the Committee. Vacancies occurring, for whatever reason, may be filled by the Board. The Board will also appoint the Chairperson for the Committee.
The Committee will consist of not less than three directors. A majority of the Committee shall constitute a quorum. Except as otherwise permitted by the rules of NASDAQ Stock Market LLC, each Committee member (i) must be independent as defined in Rule 5605(a)(2) of the NASDAQ Stock Market Rules, subject to any applicable exceptions contained in the NASDAQ Stock Market Rules, and (ii) must not accept directly or indirectly any consulting, advisory or other compensatory fee from the Company or any subsidiary thereof (other than in his or her capacity as a member of the Board, the Committee or any other Board committee). In determining whether a director is eligible to serve on the Committee, the Board also must consider whether the director is affiliated with the Company, a subsidiary of the Company or an affiliate of a subsidiary of the Company to determine whether such affiliation would impair the director’s judgment as a member of the Committee. In determining the members of the Committee, the Board will consider whether the members qualify as “non-employee directors” as defined in Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and as “outside directors” as defined in Section 162(m) of the Internal Revenue Code of 1986, as amended.
The purpose of the Committee is to discharge the Board’s responsibilities relating to compensation of the Company’s directors, executive officers and employees, and relating to the administration of the Company’s equity compensation, retirement, incentive compensation and benefit plans generally. The Committee is responsible for producing a report for inclusion in the Company’s proxy statement relating to its annual meeting of stockholders or annual report on Form 10-K, in accordance with applicable rules and regulations. The primary objective of the Committee is to develop and implement compensation policies and plans that are appropriate for the Company in light of all relevant circumstances and which ensure the attraction and retention of key management personnel, provide incentives that further the Company’s long-term strategic plan and are consistent with the culture of the Company and the overall goal of enhancing stockholder value.
The Committee generally is to meet at least two times per year in person, at such times and places as it deems appropriate, or by conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, with any additional meetings as deemed necessary by the Committee. A majority of the members of the Committee shall constitute a quorum for purposes of holding a meeting and the Committee may act by a vote of a majority of members present at such meeting. In lieu of a meeting, the Committee may act by unanimous written consent. The Chairperson of the Committee, in consultation with the other members and management, may set meeting agendas consistent with this Charter.
The Committee shall have the following specific duties and responsibilities:
In addition to the specific powers set forth in this Charter, the Committee shall have such powers as may be necessary or appropriate for it to efficiently carry out its duties hereunder.
Amended by the Board on October 6, 2016.
Mr. Holubiak joined our Board of Directors in July 2010. Mr. Holubiak currently serves as President of 1-800-DOCTORS, Inc., a position he has held since May, 2007. Mr. Holubiak is the former President of Roche Laboratories, Inc., USA, a major research-based pharmaceutical company, a position he held from December 1998 to August 2001. He held many sales and marketing positions at Roche Laboratories in his 19 year tenure. Mr. Holubiak was a director and the President and Chief Operating Officer of HealthSTAR Communications, Inc, the largest, private health care marketing communications company in the USA, from November 2003 to April 2007, and he served as HealthSTAR Group's President, Field Level Marketing Group, from August 2002 to October 2003. Mr. Holubiak served on the Board of Trustees of the Robert Wood Johnson Hospital Foundation in 2000 and 2001. Since September 2002 he has served on the Board of Directors of BioScrip, Inc., a specialty pharmacy company. Mr. Holubiak previously served on the Board of Directors of Nastech, Inc., a biotechnology based pharmaceutical company now called mdRNA, Inc. Mr. Holubiak is also on the Board of Directors of the Children of Chernobyl Relief and Development Foundation. Mr. Holubiak received his B.S. in Molecular Biology and Biophysics from the University of Pittsburgh.
Mr. Auerbach was elected to our Board in November 2010 and serves as audit committee chair. Over the last 17 years, Mr. Auerbach has served as directors for several companies. Mr, Auerbach currently is a director and chairman of the audit committee of Optimer Pharmaceuticals (NASDAQ: OPTR), a publically traded company. He has held those positions since June 2005. From January 2006 through March 2010, Mr. Auerbach served as the chairman of the board of directors for Neuro-Hitech, an early stage pharmaceutical company specializing in brain degenerative diseases. From June 2007 through August 2009, he served as a director for Collexis, a company which develops knowledge management and discovery software. From July 2007 through February 2009, Mr. Auerbach also served as director for RxElite Holdings, Inc., a company which develops, manufactures, and markets generic prescription drug products in specialty generic markets. From September 2003 through October 2006, Mr. Auerbach served as executive chairman of the board of directors for Par Pharmaceutical Companies, Inc., a manufacturer and marketer of generic pharmaceuticals and the parent of Par Pharmaceutical, Inc., and served as chair of the audit committee prior to becoming executive chairman. From 1993 to 2005, Mr. Auerbach served as chief ñnancial officer of Central Lewmar LLC, a national line paper distributor. Mr. Auerbach received his B.S, degree in accounting from Rider University.