Committee Composition

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Director Audit Committee Compensation Committee Nominating and Corporate Governance Committee
Charles V. Baltic III, JD Member ofthe Audit committee Member ofthe Nominating and corporate governance committee
Taheer Datoo* Member ofthe Nominating and corporate governance committee
Frederick W. Driscoll Chairperson ofthe Audit committee
James Flynn Member ofthe Audit committee
Nick Glover, PhD Member ofthe Audit committee Chairperson ofthe Compensation committee
Thomas C. Reynolds, MD, PhD Member ofthe Compensation committee Chairperson ofthe Nominating and corporate governance committee
Steven D. Wood Member ofthe Compensation committee
Legend = Chairperson = Member

* As disclosed in the Company’s proxy statement for its annual meeting of stockholders held on December 18, 2023, Mr. Datoo is not considered “independent” as defined by applicable rules of the Nasdaq Stock Market, LLC. Nasdaq Rule 5605(e)(1)(B) permits nominees for director to be selected, or recommended for the Board's selection, by a nominations committee comprised solely of independent directors. However, Nasdaq Rule 5605(e)(3) provides that in exceptional and limited circumstances, so long as the nominations committee is comprised of at least three members (as is the Company’s Nominating and Governance Committee), one director who is not an independent director (so long as such director is not currently an executive officer or employee of the company or a family member of an executive officer of the company), may be appointed to the nominations committee if the Board determines that such individual's membership on the committee is required by the best interests of the company and its stockholders.

As previously disclosed, the Cooperation Agreement, dated October 31, 2023, between the Company and the stockholders party thereto, which is filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated November 1, 2023, provides that Mr. Datoo is to serve as a member of the Nominating and Governance Committee of the Board. The Board determined, in approving such Cooperation Agreement, that it, and its terms (including the service of Mr. Datoo on the Nominating and Governance Committee), are in the best interests of the Company its stockholders, as contemplated by the exception provided by Rule 5605(e)(3).