BOARD STRUCTURE
Our Board of Directors consists of eight (8) members:
Class I directors: Andrew McKnight and Teresa Sparks, and their terms will expire at the first annual meeting of stockholders;
Class II directors: Joanne Burns, John Maldonado and James Parisi, and their terms will expire at the second annual meeting of stockholders;
Class III directors: Daniel Dourney, John Larsen and Carmine Petrone, and their terms will expire at the third annual meeting of stockholders.
On February 18, 2022, Christopher Krubert resigned from the Company’s Board and each committee of which he was a member, effective February 24, 2022. Mr. Krubert’s decision to resign was not a result of any disagreement with the Company or the Board on any matter relating to the Company’s operations, policies or practices.
In accordance with our Second Amended and Restated Certificate of Incorporation (“Charter”), we have a classified Board of Directors, which divides our Board into three classes with staggered three-year terms, with only one class of directors being elected in each year.
At each succeeding annual meeting of the stockholders, successors to the class of directors whose term expires at that annual meeting shall be elected for a three-year term or until the election and qualification of their respective successors in office, subject to their earlier death, resignation or removal.
The Board has determined that each of Ms. Burns, Mr. Dourney, Mr. Maldonado, Mr. McKnight, Mr. Parisi, Mr. Petrone, and Ms. Sparks are independent directors under applicable NYSE rules for purposes of serving on our Board.
ROLE OF THE BOARD IN RISK OVERSIGHT
Our Board of Directors has primary responsibility for the oversight of our risk management while management is responsible for day-to-day management of risk. The Board oversees risk management either as a whole or through Board committees, discusses with management our major risk exposures, their potential impact on our business and the steps we take to manage them. This risk oversight process includes the Audit Committee of the Board of Directors (i) identifying major risk areas and (ii) presenting such exposure to the Board of Directors to assess our risk identification, risk management and mitigation strategies with respect to areas of potential material risk, including strategic, operational, legal, compliance, human resources, financial, cybersecurity, strategic, and reputational risk. The risk oversight process also includes the Compensation Committee’s oversight of the management of risks relating to our compensation plans and arrangements, including whether the Company’s incentive compensation plans encourage excessive or inappropriate risk taking, and the Nominating and Corporate Governance Committee’s oversight of governance practices and the composition of our Board and its committees.
At each meeting of the Audit Committee of our Board of Directors our management reports on existing and emerging risks at our Company, including, as appropriate, risk assessments, cyber and data security risks, privacy updates and any security incidents. The Company’s executive management team also meets regularly to discuss cyber and data security risks.
NOMINATION RIGHTS
On June 16, 2021 (the “Closing Date”), a Business Combination transaction (the “Business Combination”) was finalized pursuant to the Agreement and Plan of Merger (“Merger Agreement”), dated February 21, 2021 between the operating company, Wilco Holdco, Inc. (“Wilco Holdco”), and Fortress Value Acquisition Corp. II ( “FAII” or “FVAC”), a special purpose acquisition company. In connection with the closing of the Business Combination, the Company changed its name from Fortress Value Acquisition Corp. II to ATI Physical Therapy, Inc. The Business Combination was accounted for as a reverse recapitalization in accordance with U.S. generally accepted accounting principles. The Company’s Common Stock is listed on the NYSE under the symbol “ATIP.”
In connection with the execution of the Merger Agreement, FAII entered into the Stockholders Agreement with certain entities affiliated with Advent party thereto, (the “Advent Stockholders”) which became effective upon the Closing Date. Pursuant to the terms of the Stockholders Agreement, the Advent Stockholders have the right to