Corporate Governance


Board Meetings and Committees

Each director is expected to attend each meeting of the Board of Directors and those Committees on which he serves. Certain matters are approved by the Board of Directors, or a Committee of the Board of Directors, by unanimous written consent. The Board of Directors has four standing committees, the Audit Committee, the Compensation Committee, the Corporate Governance Committee, and the Nominating Committee. The members of our Committees are as follows:

Audit Committee
Jon Ross, Chair
Jim Richards
Bob Schleizer

Nominating Committee
Dr. Wayne Blackburn, Chair
Al Moran
Calvin Wallen III

Compensation Committee
Jim Richards, Chair
Dr. Wayne Blackburn
Jon Ross

Corporate Governance Committee
Al Moran, Chair
Bob Schleizer
Dr. Wayne Blackburn

Audit Committee

Pursuant to its charter, the audit committee will review the results and scope of the annual audit and other services provided by our independent accountants, reviews and evaluates our control functions and monitors transactions between our employees, officers and directors and us.

Compensation Committee

 Pursuant to its charter, the compensation committee will provide assistance to the Board of Directors by designing, recommending to the Board of Directors for approval and evaluating our compensation plans, policies and programs, especially those regarding executive compensation; reviewing and approving the compensation of our Chief Executive Officer and other officers and directors.

Nominating Committee

Pursuant to its charter, this committee will nominate persons to serve on the board. The Nominating Committee will consider properly submitted stockholder nominations for candidates for membership on the Board of Directors. In evaluating such nominations, the Nominating Committee will seek to achieve a balance of knowledge, experience and capability on the Board of Directors. In addition, the Nominating Committee expects that members of the Board of Directors should have the highest professional and personal ethics and values; broad experience at the policy-making level in business, government, education, technology or the public interest; be committed to enhancing stockholder value; and have sufficient time to carry out their duties and to provide insight and practical wisdom based on experience. Their service on other boards of public companies should be limited to a number that permits them to perform responsibly all director duties.

The Nominating Committee will utilize a variety of methods for identifying and evaluating nominees for director. If vacancies on the Board of Directors are anticipated, or otherwise arise, the Nominating Committee will consider various potential candidates for director. Candidates may come to the attention of the Nominating Committee through current Board members, professional search firms, stockholders or other persons. Candidates will be evaluated at regular or special meetings of the Nominating Committee. As noted above, the Nominating Committee considers properly submitted stockholder nominations for candidates for the Board of Directors to be included in our proxy statement. Following verification of the stockholder status of people proposing candidates, recommendations will be considered together by the Nominating Committee at a meeting prior to the issuance of our proxy statement for the next annual meeting. If materials are provided by the stockholder in connection with the nomination of a director candidate, such materials will be reviewed by the Nominating Committee. As noted above, in evaluating all nominations, the Nominating Committee seeks to achieve a balance of knowledge, experience and capability on the Board of Directors.

Corporate Governance Committee

Pursuant to its charter, this committee will review and recommend corporate governance principles applicable to us, and evaluate board performance.

Stockholder Communication with the Board

Stockholders who wish to communicate with the board, non-management directors as a group, a committee of the board or a specific director may do so by letters addressed in care of our Corporate Secretary at the address noted above. Letters will be reviewed by the Corporate Secretary and relayed to the addressees as appropriate.

Director Compensation

Our non-employee directors are reimbursed for their out-of-pocket expenses incurred in connection with attending board and committee meetings. Beginning September 16, 2014, our non-employee directors will each receive grants for 100,000 common shares per year, with 25,000 shares to be granted after each three months of service.  Our directors who were on the Interim Board of Directors established by the Status Quo Order implemented by the Delaware Chancery Court each received grants of 200,000 common shares for such past service.

Title Format
Audit Committee PDF
Compensation Committee PDF
Corporate Governance Committee PDF
Nominating Committee PDF
Code of Conduct PDF


Use of this site constitutes agreement to our Terms and Conditions and Privacy Policy.
Some content on this site requires the free Adobe Reader.
©2015 CardioVascular BioTherapeutics, Inc.