reviewing and making recommendations concerning executive compensation policies and
plans;
reviewing and recommending to the Board the adoption of or changes to the compensation of the Companys directors;
reviewing and approving the awards made under any executive officer bonus plan, and providing an appropriate report to the Board;
reviewing and making recommendations concerning long-term incentive compensation plans, including the use of stock options and
other equity-based plans, and, except as otherwise delegated by the Board, acting as the Plan Administrator for equity-based and employee benefit plans;
approving all special perquisites, special cash payments and other special compensation and benefit arrangements for the Companys
executive officers and employees;
reviewing periodic reports from management on matters relating to the Companys personnel
appointments and practices;
assisting management in complying with the Companys proxy statement and annual report disclosure
requirements;
issuing an annual Report of the Compensation Committee on Executive Compensation for the Companys annual proxy
statement in compliance with applicable SEC rules and regulations;
annually evaluating the Committees performance and the
Committees charter and recommending to the Board any proposed changes to the charter or the Committee; and
undertaking all
further actions and discharging all further responsibilities imposed upon the Committee from time to time by the Board, the federal securities laws or the rules and regulations of the SEC.
The charter also provides that the Compensation Committee may, in its sole discretion, retain or obtain the advice of a compensation
consultant, independent legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant,
external legal counsel or any other adviser, the Compensation Committee will consider the independence of each such adviser, including the factors required by the NYSE and the SEC.
A copy of the Companys Compensation Committee charter is available, free of charge, from the Company by writing to the Companys
Secretary, c/o GigCapital, Inc., 2479 E. Bayshore Rd., Suite 200, Palo Alto, CA 94303, or may be accessed on the Companys website at https://www.gigcapitalglobal.com/investor.
Nominating and Corporate Governance Committee
The Company has established a Nominating and Corporate Governance Committee of the Board. The members of the Companys nominating and
corporate governance committee are Messrs. Wang, Porter, Mikulsky and Miotto. Mr. Wang serves as chair of the Nominating and Corporate Governance Committee. The Company has adopted a Nominating and Corporate Governance Committee charter, which
details the purpose and responsibilities of the Nominating and Corporate Governance Committee, including:
developing and
recommending to the Board the criteria for appointment as a director;
identifying, considering, recruiting and recommending
candidates to fill new positions on the Board;
reviewing candidates recommended by stockholders;
conducting the appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates; and
recommending director nominees for approval by the Board and election by the stockholders at the next annual meeting.
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