determining the compensation of executive of f icers and recommending to our Board the compensation of independent directors; exercising the authority of our Board concerning employee benef it plans; advising our Board on other compensation and employee benef it matters and approving the compensation clawback policy applicable to our executive of f icers; delegating authority to the CEO to grant rights in, or options to purchase, shares of the Company’s common stock to eligible employees who are not executive of f icers; overseeing the evaluation of our Board and executive of f icers; and sustainability and corporate governance matters.