EVFM 2018 Proxy Statement

9 MANAGEMENT AND CORPORATE GOVERNANCE The Board of Directors Our Board currently consists of seven members with no vacancies. Vacancies on the Board may be filled by potential candidates nominated by the Nominating and Corporate Governance Committee of the Board, who may seek out potential candidates that meet the criteria for selection as a Board nominee and have the specific qualities or skills being sought, and one or more of such candidates may be appointed as directors as appropriate and in accordance with the Company’s organizational documents. Our Board is divided into three classes as set forth below each serving staggered three-year terms until their respective successors are duly elected and qualified: x Our Class I directors are Kim P. Kamdar, Ph.D. and Colin Rutherford, and their terms expire at the annual meeting of stockholders in 2018; x Our Class II directors are Gillian Greer, Ph.D., William Hall, Ph.D., M.D., and Tony O’Brien and their terms expire at the annual meeting of stockholders in 2019; and x Our Class III directors are Thomas Lynch and Saundra Pelletier and their terms expire at the annual meeting of stockholders in 2020. Kim P. Kamdar, Ph.D. and Colin Rutherford are being nominated for re-election as directors at this year’s Annual Meeting. Directors are elected by a plurality of the votes cast at the annual meeting. The nominees have indicated their willingness to serve if elected, but if either or both nominees should be unable to serve or for good cause will not serve, the shares represented by proxies may be voted for a substitute nominee as the Board may designate, unless a contrary instruction is indicated in the proxy. We discuss below the qualifications, attributes and skills that led our Board to conclude that each of our directors should serve as a director. While we do not have a stand-alone diversity policy, in considering whether to recommend any director nominee, including candidates recommended by stockholders, we believe that the backgrounds and qualifications of the directors, considered as a group, should provide a significant mix of experience, knowledge and abilities that will allow our Board to fulfill its responsibilities. Evaluation criteria generally include, among other things, an individual’s business experience and skills (including skills in core areas such as operations, management, technology, accounting and finance, strategic planning and international markets), as well as independence, judgment, knowledge of our business and industry, professional reputation, leadership, integrity and the ability to represent the best interests of our stockholders. In addition, the Nominating and Corporate Governance Committee will also consider the ability to commit sufficient time and attention to the activities of the Board, as well as the absence of any potential conflicts with our interests. The Nominating and Corporate Governance Committee does not intend to assign specific weights to particular criteria and no particular criterion is necessarily applicable to the prospective nominee. Our Board will be responsible for selecting candidates for election as directors based on the recommendation of the Nominating and Corporate Governance Committee. The following table lists the names, ages as of February 28, 2018 and positions of the individuals who serve as our directors: Name Age Position(s) Saundra Pelletier 48 Chief Executive Officer and Class III Director Thomas Lynch 61 Chairman of the Board of Directors and Class III Director Gillian Greer, Ph.D. 73 Class II Director William Hall, Ph.D., M.D. 68 Class II Director Tony O’Brien 54 Class II Director Colin Rutherford 60 Class I Director Kim P. Kamdar, Ph.D. 50 Class I Director Nominees for Election as Class I Directors: Kim P. Kamdar, Ph.D. Dr. Kamdar has served as a member of our Board since April 2011. Dr. Kamdar is a Managing Member of Domain Associates, LLC, a life sciences venture capital firm, which she joined in 2005. Dr. Kamdar is currently Chair of the board of directors of Obalon (Nasdaq: OBLN). She also serves on the board of directors of several private companies including Epic Sciences, Omniome, ROX Medical, Sera