Corporate Governance

Board of Directors

Alfred E. Smith IV - Chairman of the BoardMr. Alfred E. Smith, also known as Al, IV, is the Founder of AE Smith Associates, LLC and serves as its Chief Executive Officer. Mr. Smith serves as a Senior Advisor for Kroll Bond Rating Agency; and K2 Global Consulting, N.A., LLC. He joined Mitchell, Hutchins & Co. as Vice President. He served as a Partner of CMJ Partners, LLC. Mr. Smith served as Senior Managing Director of Bear Wagner Specialists LLC from April 2001 to 2006. Mr. Smith served as a Managing Director of Hunter Specialists LLC from January 1997 to April 2001. From 1979 to 1996, he served at CMJ Partners. Mr. Smith began his career on Wall Street as an independent broker on the New York Stock Exchange in 1972. He has been Chairman and Independent Director of Provectus Biopharmaceuticals, Inc. since February 27, 2016 and July 12, 2011 respectively and serves as its Lead Independent Director. He serves as Chairman of St. Vincent Medical Center, Inc. He served as Chairman of Saint Vincents Catholic Medical Centers Of New York since 2006. Mr. Smith has been a Director of Genco Shipping & Trading Ltd since November 7, 2012. He has been an Independent Director of Rica Foods Inc. since June 1, 1994. He serves as Member of the Strategic Advisory Board at Next Health, LLC. He has been member of the Board of Trustees of St. Vincent's Hospital and Medical Center since 1986, and the Cavalry Hospital since 1998. Mr. Smith served as a member of the Board of Trustees of Iona Prep School, Saint Agnes Hospital, and Lady of Mercy Medical Center. He served as Director of Saint Vincent Catholic Medical Centers from 1986 to 2012. He served as a Director of Genco Shipping & Trading Ltd. He founded Hackers for Hope in 1989 and has been its Chairman since 1989. He serves as Dinner Chairman, Secretary and Director of the Alfred Emanuel Smith Memorial Foundation. Mr. Smith is a Member of the Association of the Sovereign Military Order of Malta. He has been a Member of the President's Council of Memorial Sloan Kettering Hospital since 1986, and is a Member of the New York City Advisory Board of the Enterprise Foundation. Mr. Smith serves on the boards of directors of the Tony Blair Faith Foundation and Mutual of America Capital Management LLC. He was Director at the Catholic Youth Organization until 1997. He has been the Chairman of the Cardinal's Committee for the Laity-Wall Street Division since 1985. He has received numerous awards for his charity humanitarian work, including 'Wall Street 50' Honoree Humanitarian Award, Terence Cardinal Cooke Center in 1999; Man of the Year Award at Iona Prep in 1986, Club of Champions Gold Medal Award of the Catholic Youth Organization, Ellis Island Medal of Honor, the National Brotherhood Award of the National Conference of Christians and Jews, the Graymoor Community Service Award by the Franciscan Friars of the Atonement, the American Cancer Society's Gold Sword of Hope Award, and the Terence Cardinal Cooke Humanitarian Award by Lady of Mercy Medical Center. Mr. Smith educated from Villanova University.

Eric A. Wachter, Ph.D. - Board Member Eric A. Wachter, Ph.D. has served as our Chief Technology Officer since we aquired PPI on April 23, 2002. Before joining us, from 1997 to 2002 he served as senior member of the management team of Photogen Technologies, Inc., including serving as a member of the Board of Directors of Photogen, vice president and senior scientist, as well as managing Photogen's intellectual property portfolio. Prior to joining Photogen, Dr. Wachter served as a Group Leader at the Oak Ridge National Laboratory, where he conducted research and development of advanced nanosensor and remote sensor technologies in the environmental and biomedical sciences, as well as for defense and transportation applications. Dr. Wachter holds a Ph.D. in chemistry from the University of Wisconsin, Madison and a bachelor's degree in chemistry from Indiana University-Bloomington..

Timothy C. Scott, Ph.D. - Board MemberTimothy C. Scott, Ph.D. has served as our President and as a member of our Board of Directors since we acquired PPI on April 23, 2002. Prior to joining us, Dr. Scott was as a senior member of the Photogen management team from 1997 to 2002, including serving as Photogen's Chief Operating Officer from 1999 to 2002, as a director of Photogen from 1999 to 2000, and as interim CEO for a period in 1999 and 2000. Before joining Photogen, he served as senior management of Genase LLC, a developer of enzymes for fabric treatment, and held senior research and management positions at Oak Ridge National Laboratory. Dr. Scott earned a Ph.D. in Chemical Engineering from the University of Wisconsin - Madison in 1985.

Jan E. Koe - Board Member Jan E. Koe has a 30-year track record of success in consulting, asset management, real estate and public company governance, and has represented major insurance firms, national retailers and Fortune 500 companies. He is President of GoStar, which is the manager of Real Solutions Opportunity Fund 2005-I and Real Solutions Fund Management LLC and Real Solutions Investment LLC. He is also Principal of Method K Partners, Inc., a commercial real estate firm, which he founded in 1988. He has served on the Board of Directors of ONE Bio, Corp. where he was Chair of the Compensation Committee and a member of the Financial Audit Committee. He holds a degree in Business Administration and Psychology from Luther College.

Kelly M. McMasters, M.D., Ph.D. - Board Member Dr. McMasters received his undergraduate training at Colgate University prior to completing the MD/PhD program at the University of Medicine and Dentistry of New Jersey, Robert Wood Johnson Medical School and Rutgers University. He then completed the residency program in General Surgery at the University of Louisville, and a fellowship in Surgical Oncology at M.D. Anderson Cancer Center in Houston. He is currently the Ben A. Reid, Sr., MD Professor and Chair of the Department of Surgery at the University of Louisville in Kentucky, where he has worked since 1996. Since 2005, he has chaired the Department of Surgery at the University of Louisville and also has been Chief of Surgery at University of Louisville Hospital. Since 2000, he has also been Director of the Multidisciplinary Melanoma Clinic of the James Graham Brown Cancer Center at the University of Louisville. His is an active member of the surgery staff at the University of Louisville Hospital, Norton Hospital and Jewish Hospital in Louisville. He is on the editorial boards of the Annals of Surgical Oncology, Cancer Therapy and the Journal of Clinical Oncology as well as an ad hoc reviewer for 9 other publications. He holds several honors, chief among them is "Physician of the Year" awarded by the Kentucky Chapter of the American Cancer Society. He is the author and principal investigator (PI) of the Sunbelt Melanoma Trial, a multi-institutional study involving 3500 patients from 79 institutions across North America and one of the largest prospective melanoma studies ever performed. He has been a PI, Co-PI or local PI in over thirty clinical trials ranging from Phase 1 to Phase 3. For the past 12 years he has also directed a basic and translational science laboratory studying adenovirus-mediated cancer gene therapy funded by the American Cancer Society and the National Institutes of Health (NIH). He is also on the Scientific Advisory Board of Veridex, LLC.

Audit Committee Charter

Compensation Committee Charter

Nominating Committee Charter

Code of Business Conduct

Disclosure Controls and Procedures Policy

Guidelines on Corporate Governance

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