The Nominating & Governance Committee consists of four independent Directors. The Committee assists the Board in developing criteria and qualifications for potential Board members, identifies and recommends Director nominees, establishes corporate governance practices, leads the Board's annual reviews of performance and management, recommends committee nominees, and oversees the evaluation of the Board. During 2021, the Nominating & Governance Committee was given formal oversight responsibility for ESG. The Committee has the authority and responsibility to monitor and advise the Board with respect to the Company's strategy and initiatives. The Committee is also tasked with assisting the Board in determining appropriate standards and establishing and reviewing the Company's performance in light of those standards. While our Nominating & Governance Committee was given formal oversight responsibility for ESG at the Board level, our Audit Committee and Compensation Committee also hold ESG-related responsibilities unique to each committee's responsibilities, which include cybersecurity, risk assessment and management, and compensation considerations. To proactively address ESG matters and ensure that ESG is integrated throughout the organization, the Company created an ESG Steering Committee during 2021. The Committee is tasked with setting the overarching ESG strategy for the Company, defining our key objectives and how we measure success. In addition, the Committee meets on a monthly basis to prioritize ESG matters, set a plan of action for executing on objectives, and establish recurring check-ins to ensure we're executing according to plan. The ESG Steering Committee is comprised of senior leadership team members and reports to the Nominating & Governance Committee at each meeting or more frequently if necessary. Additionally, the ESG Steering Committee is responsible for engaging with HXE Partners.