Small print.
Wide open.

Table of Contents

power to elect a majority of the authorized members of our board of directors. As a result, we may elect not to 
comply with certain corporate governance requirements, including:

•

•

•

the requirement that a majority of our board of directors consist of independent directors;

the  requirement  that  our  board  of  directors  have  a  nominating  and  corporate  governance  committee 
that is comprised entirely of independent directors with a written charter addressing the committee’s 
purpose and responsibilities; and

the requirement that our board of directors have a compensation committee that is comprised entirely 
independent  directors  with  a  written  charter  addressing  the  committee’s  purpose  and 
of 
responsibilities.

If  we  elect  not  to  comply  with  certain  requirements,  you  will  not  have  the  same  protections  afforded  to 
stockholders  of  companies  that  are  subject  to  all  of  the  Nasdaq  Global  Select  Market  corporate  governance 
requirements. Although we qualify as a “controlled company,” we do not expect to rely on this exemption except 
with  respect  to  our  NGC,  which  will  not  consist  entirely  of  independent  directors.  Our  board  of  directors 
currently consists of a majority of independent directors and our audit and compensation committees currently 
consist entirely of independent directors. In the event that we cease to be a “controlled company” and our Class 
A common stock continues to be listed on the Nasdaq Global Select Market, we will be required to comply with 
the  provision  that  our  NGC  be  comprised  entirely  of  independent  directors  within  the  applicable  transition 
period.

Committees of the Board of Directors 

Our board of directors has established an audit committee, a compensation committee, an NGC, and a safety 
and risk committee. The composition and responsibilities of each of the committees of our board of directors 
are  described  below.  Members  will  serve  on  these  committees  until  their  resignation  or  as  otherwise 
determined by our board of directors. 

Audit Committee 

Our  audit  committee  consists  of  Mr.  Liddell,  Mr.  Hastings  and  one  vacancy,  with  Mr.  Liddell  serving  as 
Chairperson.  We  expect  to  take  advantage  of  a  phase-in  period  under  the  Nasdaq  Global  Select  Market 
corporate  governance  requirements  that  allows  us  to  have  at  least  one  member  on  the  audit  committee  upon 
the  listing  date  of  our  Class  A  common  stock,  at  least  two  members  within  90  days  of  the  listing  date  and  at 
least  three  members  within  one  year  of  the  listing  date.  Our  audit  committee  will  consist  of  three  members 
within one year of the listing date. In addition, each member of the audit committee will meet the requirements 
for  independence  under  the  listing  standards  of  the  Nasdaq  Global  Select  Market  and  Rule  10A-3  under  the 
Exchange  Act.  Each  member  of  our  audit  committee  will  also  meet  the  financial  literacy  and  sophistication 
requirements of the listing standards of the Nasdaq Global Select Market. We believe that the composition and 
functioning of our audit committee complies with all applicable requirements of the Sarbanes-Oxley Act and all 
applicable SEC rules and regulations. Our board of directors has determined that each of Mr. Liddell and Mr. 
Hastings  meets  the  requirements  for  independence  under  the  listing  standards  of  the  Nasdaq  Global  Select 
Market  and  Rule  10A-3  under  the  Exchange  Act,  and  each  is  an  audit  committee  financial  expert  within  the 
meaning of Item 407(d) of Regulation S-K under the Securities Act. Following the completion of this offering, 
our audit committee will, among other things:

•

•

•

select  a  qualified  firm  to  serve  as  the  independent  registered  public  accounting  firm  to  audit  our 
financial statements; 

help  to  ensure  the  independence  and  performance  of  the  independent  registered  public  accounting 
firm; 

discuss the scope and results of the audit with the independent registered public accounting firm, and 
review,  with  management  and  the  independent  registered  public  accounting  firm,  our  interim  and 
year-end results of operations; 

258