EPSTEIN
page 8 / 412 . OCR, unverified
2005. Prior to joining Optima Fund Management LLC, she
was a Finance and Operations Associate at D. E.
Shaw & Co.. LP., an investment and technology development
company. Before joining D. E. Shaw & Co. LP., Ms. Sichel
worked at Teachers Insurance and Annuity Association—
College Retirement Equities Fund (TIAA—CREF), where she
obtained her Series 6 & 63 Licenses. Ms. Sichel serves on the
board of directors of Thru My Eyes, a non-profit organization.
Shc received her B.A. in English from Cornell University,
College of Arts and Sciences, with Distinction in All Subjects.
Ms. Sichel has more than a dozen years of varied financial,
risk management, operations and marketing experience within
the investment industry.
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Corporate Governance Profile
We have structured our corporate governance in a manner we believe closely aligns our interests
with those of our stockholders. Notable features of our corporate governance structure include the
following:
• our Board of Directors is not classified, with each of our directors subject to re-election
annually;
• five of our nine directors satisfy the listing standards for independence of the New York Stock
Exchange and Rule I0A-3 under the Exchange Act;
• one of our directors qualifies as an "audit committee financial expert" as defined by the SEC;
• we intend to comply with the requirements of the New York Stock Exchange, listing standards,
including having committees comprised solely of independent directors;
• we have opted out of the business combination and control share acquisition statutes in the
MGCL; and
• we do not have a stockholder rights plan.
Our directors stay informed about our business by attending meetings of our Board of Directors
and its committees and through supplemental reports and communications.
Role of the Board in Risk Oversight
One of the key functions of our Board of Directors is informed oversight of our risk management
process. Our Board of Directors administers this oversight function directly, with support from its three
standing committees, the audit committee, the nominating and corporate governance committee and
the compensation committee, each of which addresses risks specific to their respective areas of
oversight. In particular, our audit committee has the responsibility to consider and discuss our major
financial risk exposures and the steps our management has taken to monitor and control these
exposures. including guidelines and policies to govern the process by which risk assessment and
management is undertaken. The audit committee also monitors compliance with legal and regulatory
requirements, in addition to oversight of the performance of our internal audit function. Our
nominating and corporate governance committee monitors the effectiveness of our corporate
governance guidelines and code of business conduct and ethics, including whether they are successful in
preventing illegal or improper liability-creating conduct. Our compensation committee assesses and
monitors whether any of our compensation policies and programs has the potential to encourage
excessive risk-taking.
Director Independence
Our Board of Directors will review the materiality of any relationship that each of our directors
has with us. either directly or indirectly. Based on this review, we expect our Board of Directors to
determine that each of the following, constituting at least a majority, is an "independent director" as
defined by the New York Stock Exchange rules: Messrs. Cohn, de Guardiola, Hoover and Wilkinson
and Ms. Kramer. Our independent directors will meet regularly in executive sessions without the
presence of our officers and non-independent directors.
Board Committees
Our Board of Directors has established three standing committees: an audit committee, a
compensation committee and a nominating and corporate governance committee. The principal
functions of each committee are described below. We intend to comply with the corporate governance
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(1) total shareholder return; (2) net income (loss) (either before or after interest, taxes, depreciation
and/or amortization); (3) changes in the market price of the common stock; (4) funds from operations
or similar measure; (5) sales or revenue; (6) acquisitions or strategic transactions; (7) operating income;
(8) return on capital. assets, equity or investment; (9) gross or net profit levels; (10) occupancy rates;