Dolby Investor Relations
Nominating & Governance Committee Charter
(As amended and restated February 2, 2016)
The principal purposes of the Nominating and Governance Committee of the Board of Directors of Dolby Laboratories, Inc. are to ensure that the Board is properly constituted to meet its fiduciary obligations to Dolby and its stockholders and that Dolby follows appropriate governance standards. To carry out these purposes, the Nominating and Governance Committee shall (1) assist the Board in identifying prospective director nominees and recommend to the Board the director nominees for each annual meeting of stockholders; (2) develop and recommend to the Board governance principles applicable to Dolby; (3) oversee the evaluation of the Board and management; (4) recommend to the Board members for each Board committee; and (5) recommend to the Board the form and amount of director compensation.
The Nominating and Governance Committee shall consist of no fewer than two members. The members of the Nominating and Governance Committee shall not have a relationship with Dolby or its affiliates that may interfere with the exercise of their independence, and shall otherwise meet the independence requirements of the New York Stock Exchange.
The members of the Nominating and Governance Committee shall be appointed by the Board. Nominating and Governance Committee members may be replaced by the Board.
The Nominating and Governance Committee shall evaluate the current composition, organization and governance of the Board and its committees, determine future requirements and make recommendations to the Board for approval.
The Nominating and Governance Committee shall recommend for approval by the Board on a periodic basis desired qualifications and characteristics for Board membership and conduct searches for potential Board members with corresponding attributes. The Nominating and Governance Committee shall evaluate and propose nominees for election to the Board as required. The Nominating and Governance Committee shall consider stockholder nominees for election to the Board. In performing these tasks the Nominating and Governance Committee shall have the sole authority to retain and terminate any search firm to be used to identify director candidates and shall have the sole authority to approve the search firm's fees and other retention terms.
The Nominating and Governance Committee shall review periodically Dolby's corporate governance guidelines approved by the Board to ensure that they remain relevant and are being complied with, and recommend changes to the Board as necessary.
The Nominating and Governance Committee shall review governance-related stockholder proposals and recommend Board responses.
The Nominating and Governance Committee shall oversee the Board performance evaluation process, including, if appropriate, conducting surveys of director observations, suggestions and preferences.
The Nominating and Governance Committee shall evaluate and make recommendations to the Board concerning the appointment of directors to Board committees and the selection of Board committee chairs.
The Nominating and Governance Committee shall evaluate the performance of and, if appropriate, recommend termination of particular directors in accordance with the Board’s governance principles, for cause or for other appropriate reasons.
The Nominating and Governance Committee shall review on a periodic basis director compensation and benefits and, if appropriate, recommend any proposed changes in the type or amount of compensation for directors to the Board for approval.
The Nominating and Governance Committee shall form and delegate authority to subcommittees when appropriate.
The Nominating and Governance Committee shall make regular reports to the Board.
The Nominating and Governance Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.
The Nominating and Governance Committee shall annually review its own performance.
The Nominating and Governance Committee shall have the sole authority to retain and terminate any compensation consultant to be used by Dolby to assist in the evaluation of director compensation and shall have sole authority to approve the consultant's fees and other retention terms. The Nominating and Governance Committee shall also have authority to obtain advice and assistance from internal or external legal or other advisors.
The Nominating and Governance Committee will set its own schedule of meetings, with the option of holding additional meetings at such times as it deems necessary. The Nominating and Governance Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board.
- The Nominating and Governance Committee shall perform such other functions as assigned by law, Dolby's certificate of incorporation or bylaws or the Board.
Peter Gotcher is the Chairman of the board of directors and has been a member of the board since 2003. In addition to providing leadership for the board, Peter brings extensive experience in Dolby's traditional markets and emerging media, providing valuable perspective for the board and the Chief Executive Officer.
Peter is an independent investor focusing on investments in digital media technology companies. From 1999 through 2003, he was a Venture Partner with Redpoint Ventures, a Silicon Valley venture capital partnership. From 1997 to 1999, he held the same position with Institutional Venture Partners. He has served on the board of directors of several public and private companies. In addition to his position at Dolby, Peter currently serves as a director of GoPro, Jaunt, and Pandora. He is also a member of the board of trustees of the Berklee College of Music.
Peter founded Digidesign, Inc., in 1984 and served as its President, CEO, and Chairman through the company's initial public offering in December 1993, and subsequent merger with Avid Technology in January 1995. Peter served as the General Manager of Digidesign and Executive Vice President of Avid until May 1996. Previously, he worked for Dolby Laboratories and holds a BA degree from the University of California, Berkeley.
Micheline Chau joined the Dolby Board of Directors in 2013. She was formerly President, Chief Operating Officer, and Chief Financial Officer of Lucasfilm Ltd., and brings significant experience in the entertainment industry to Dolby.
Micheline currently sits on the Boards of Directors of several private and nonprofit entities, including the California HealthCare Foundation, where she serves as Vice Chairman. She was a member of the Board of Directors of Red Hat, Inc., a provider of open-source software solutions, from November 2008 to August 2012, and also served as a member of Red Hat’s Compensation and Nominating and Corporate Governance Committees.
Micheline holds an undergraduate degree in English and Asian Studies from Wellesley College and a master of business administration degree from Stanford University.
Nicholas Donatiello has been a member of the Dolby Board of Directors since 2009. Nick has been the President and CEO of Odyssey Ventures, Inc. since September 1993. Prior to founding Odyssey, he was Press Secretary and Campaign Manager for US Senator Bill Bradley and a consultant at McKinsey & Company.
Nick is a director of three of the American Funds managed by Capital Research and Management as well as the Schwab Charitable Fund. He is also a director of a number of private companies. In addition, Nick served as chairman of the board of Northern California Public Broadcasting, Inc. from 2006 through 2008.
Nick holds a BSE degree in systems engineering from Princeton University and an MBA degree from Stanford University.
Avadis Tevanian has been a member of the Dolby Board of Directors since 2009. Avie is a Managing Director of Elevation Partners, a private equity firm. Previously, Avie was the former Software Chief Technology Officer of Apple Computer. As Software CTO, Avie focused on setting company-wide software technology direction for Apple. Prior to his tenure as Software CTO, Avie was Senior Vice President of Software at Apple, a role he took on when Apple acquired NeXT in 1997.
As SVP of Software, Avie led the software engineering team responsible for the creation of Mac OS X and worked as part of Apple's executive team that engineered the turnaround and current success of Apple. Before joining Apple, he was Vice President of Engineering at NeXT and was responsible for managing NeXT's industry renowned engineering department. Avie started his professional career at Carnegie Mellon University, where he was a principal designer and engineer of the Mach operating system upon which Nextstep, and now OS X, is based.
He holds a BA degree in mathematics from the University of Rochester and MS and PhD degrees in computer science from Carnegie Mellon University.