Nominating and Corporate Governance Committee Charter

The purpose of the Nominating and Corporate Governance Committee of the Board of Directors (the “Board”) of Epizyme, Inc. (the “Company”) is to:

  • recommend to the Board the persons to be nominated for election as directors at any meeting of stockholders and the persons (if any) to be elected by the Board to fill any vacancies on the Board;
  • recommend to the Board the directors to be appointed to each committee of the Board;
  • develop and recommend to the Board corporate governance guidelines; and
  • oversee the evaluation of the Board.
  1. Number.  The Nominating and Corporate Governance Committee shall consist of such number of directors as the Board shall from time to time determine.
  2. Independence.  Except as otherwise permitted by applicable NASDAQ rules, each member of the Nominating and Corporate Governance Committee shall be an “independent director” as defined by NASDAQ Rule 5605(a)(2).
  3. Chair.  Unless the Board elects a Chair of the Nominating and Corporate Governance Committee, the Committee shall elect a Chair by majority vote.
  4. Compensation.  The compensation of Nominating and Corporate Governance Committee members shall be as determined by the Board.
  5. Selection and Removal.  Members of the Nominating and Corporate Governance Committee shall be appointed by the Board, upon the recommendation of the Committee.  The Board may remove members of the Nominating and Corporate Governance Committee from such Committee, with or without cause.

General


The Nominating and Corporate Governance Committee shall discharge its responsibilities, and shall assess the information provided to it by the Company’s management and others, in accordance with its business judgment.


Board and Committee Membership


  1. Selection of Director Nominees.  Except where the Company is legally required by contract, bylaw or otherwise to provide third parties with the right to nominate directors, the Nominating and Corporate Governance Committee shall be responsible for (i) identifying individuals qualified to become Board members, consistent with criteria approved by the Board, and (ii) recommending to the Board the nominees for election as directors at any meeting of stockholders and the persons to be elected by the Board to fill any vacancies on the Board.  In making such recommendations, the Committee shall consider candidates proposed by stockholders.  The Committee shall review and evaluate information available to it regarding candidates proposed by stockholders and shall apply the same criteria, and shall follow substantially the same process in considering them, as it does in considering other candidates.
  2. Criteria for Selecting Directors.  The criteria to be used by the Nominating and Corporate Governance Committee in recommending directors and by the Board in nominating directors are as set forth in the Company’s corporate governance guidelines.  The Committee shall be responsible for reviewing with the Board, on an annual basis, the requisite skills and criteria for new Board members as well as the composition of the Board as a whole.  The Committee may adopt, and periodically review and revise as it deems appropriate, procedures regarding director candidates proposed by stockholders.
  3. Search Firms.  The Nominating and Corporate Governance Committee shall have the authority to retain and terminate any search firm to be used to identify director nominees, including authority to approve the search firm’s fees and other retention terms.  The Committee is empowered, without further action by the Board, to cause the Company to pay the compensation of any search firm engaged by the Committee.
  4. Selection of Committee Members.  The Nominating and Corporate Governance Committee shall be responsible for recommending to the Board the directors to be appointed to each committee of the Board.
  5. Oversight of Board Committees.  Periodically review the composition of each Board Committee and make recommendations to the Board for changes or rotation of committee members, the creation of additional Board committees, any changes in committee charters, taking into account input of the Board committees, as applicable, or the dissolution of Board committees.
  6. Review Director Resignations Submitted Pursuant to Corporate Governance Guidelines.  Recommend whether or not the Board should accept the resignation of a director tendered in accordance with the Company’s corporate governance guidelines.

Corporate Governance


  1. Corporate Governance Guidelines.  The Nominating and Corporate Governance Committee shall develop and recommend to the Board Corporate Governance Guidelines applicable to the Company.  The Committee shall, from time to time as it deems appropriate, review and reassess the adequacy of such corporate governance guidelines and recommend any proposed changes to the Board for approval.
  2. Board Leadership Structure.  As more fully provided for in the Company’s corporate governance guidelines, the Nominating and Corporate Governance Committee shall periodically review the Board’s leadership structure to assess whether it is appropriate given the specific characteristics and circumstances of the Company.

Evaluation of the Board


  1. Evaluation of the Board.  The Nominating and Corporate Governance Committee shall be responsible for overseeing an annual self-evaluation of the Board to determine whether it and its committees are functioning effectively.  The Committee shall determine the nature of the evaluation, supervise the conduct of the evaluation and prepare an assessment of the Board’s performance, to be discussed with the Board.
  2. Additional Duties.  The Nominating and Corporate Governance Committee shall have such other duties as may be delegated from time to time by the Board.
  1. Meetings.  The Nominating and Corporate Governance Committee shall meet as often as it deems necessary in order to perform its responsibilities.  The Committee may also act by unanimous written consent in lieu of a meeting.  The Committee shall keep such records of its meetings as it shall deem appropriate.
  2. Subcommittees.  The Nominating and Corporate Governance Committee may form and delegate authority to one or more subcommittees (including a subcommittee consisting of a single member) as it deems appropriate from time to time under the circumstances.
  3. Reports to the Board.  The Nominating and Corporate Governance Committee shall report regularly to the Board.
  4. Charter.  The Nominating and Corporate Governance Committee shall, from time to time as it deems appropriate, review and reassess the adequacy of this Charter and recommend any proposed changes to the Board for approval.
  5. Independent Advisors.  The Nominating and Corporate Governance Committee is authorized, without further action by the Board, to engage such independent legal and other advisors as it deems necessary or appropriate to carry out its responsibilities.  Such independent advisors may be the regular advisors to the Company.  The Committee is empowered, without further action by the Board, to cause the Company to pay the compensation of such advisors as established by the Committee.
  6. Investigations.  The Nominating and Corporate Governance Committee shall have the authority to conduct or authorize investigations into any matters within the scope of its responsibilities as it shall deem appropriate, including the authority to request any officer, employee or advisor of the Company to meet with the Committee or any advisors engaged by the Committee.
  7. Self-Evaluation.  The Nominating and Corporate Governance Committee shall periodically evaluate its own performance.

Committee Members

Carl Goldfischer, M.D.

Carl Goldfischer, M.D. has served as a director since September 2009. Dr. Goldfischer has served as an Investment Partner and Managing Director of Bay City Capital LLC, as a member of the board of directors and executive committee, and has been with the firm since January 2000. Prior to joining Bay City Capital, Dr. Goldfischer was Chief Financial Officer of ImClone Systems Incorporated, a biopharmaceutical company, and since 2004, Dr. Goldfischer has served on the board of directors of EnteroMedics Inc., a publicly traded medical device company. He has previously served on the board of directors of two other publicly traded companies, MAP Pharmaceuticals, Inc., from 2004 to 2011, and Poniard Pharmaceuticals, Inc., from 2000 to 2012. Dr. Goldfischer received a B.A. from Sarah Lawrence College and an M.D. with honors in Scientific Research from Albert Einstein College of Medicine.

Beth Seidenberg, M.D.

Beth Seidenberg, M.D. has served as a director since February 2008. Dr. Seidenberg has been a partner at Kleiner Perkins Caufield & Byers, a venture capital firm, since May 2005, where she has primarily focused on life sciences investing. Dr. Seidenberg was previously the Senior Vice President, Head of Global Development and Chief Medical Officer at Amgen, Inc., a biotechnology company. In addition, Dr. Seidenberg was a senior executive in research and development at Bristol Myers Squibb Company, a biopharmaceutical company, and Merck. Dr. Seidenberg received a B.S. from Barnard College and an M.D. from the University of Miami School of Medicine and completed her post-graduate training at The Johns Hopkins University, George Washington University and the National Institutes of Health. Dr. Seidenberg serves on the board of directors of TESARO.