Table of Contents the rules require us to have one independent audit committee member upon the listing of our Class A common stock, a majority of independent directors on our audit committee within 90 days of the effective date of the registration statement of which this prospectus forms a part and an audit committee composed entirely of independent directors within one year of the effective date of the registration statement of which this prospectus forms a part. We will be required to have at least three directors, all of whom must be independent, on our audit committee within a year of the effective date of the registration statement of which this prospectus forms a part. Our board of directors has affirmatively determined that each of Mark Schwartz and Lew Frankfort meets the definition of an “independent director” for purposes of serving on an audit committee under Rule 10A-3 and the rules, and we intend to comply with the other committee membership and independence requirements within the time periods specified. Compensation and Nominating Committee Among other matters, the compensation and nominating committee will be responsible for: • reviewing and approving, either alone or together with the other independent members of the board of directors, the compensation of our Chief Executive Officer and our other executive officers; • reviewing and recommending to our board of directors the compensation of our non-employee directors; • selecting compensation consultants and advisors and assessing whether there are any conflicts of interest with any of the committee’s compensation advisors; • reviewing any equity plans proposed to be adopted by us; • identifying individuals qualified to become members of our board of directors, consistent with criteria approved by our board of directors; • overseeing the organization of our board of directors to discharge its duties and responsibilities properly and efficiently; and • identifying best practices and developing recommendations on corporate governance matters to our board of directors. Upon completion of this offering, our compensation and nominating committee will consist of M. Steven Langman and Bruce Dunlevie. A chair will be appointed to the extent that the committee has three or more members. As a controlled company, we will rely upon the exemption from the requirement that we have a compensation committee and nominating and corporate governance committee composed entirely of independent directors. Compensation committee interlocks and insider participation None of our executive officers served as a member of the board of directors, or as a member of the compensation or similar committee, of any entity that has one or more executive officers who served on our board of directors or compensation committee during the year ended December 31, 2018. Director Compensation None of our directors received compensation for their service as a director during 2018. 176