Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block]

Cybersecurity Risk Management and Strategy

We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information.

We design and assess our cybersecurity risk management program based on our International Organization for Standardization (the “ISO”) and International Electrotechnical Commission (the “IEC”) ISO 27001 certified Information Security Management System (the “ISMS”), as well as other recognized industry best-practice frameworks, including the National Institute of Standards and Technology Cybersecurity Framework (NIST CSF) and the Center for Internet Security (the “CIS”) Controls. This does not imply that we meet any particular technical standards, specifications, or requirements beyond the scope of our formal ISO/IEC 27001 certification; rather, these frameworks serve as guiding references to help us identify, assess, and manage cybersecurity risks relevant to our business.

Our cybersecurity risk management program is integrated into our overall risk management program, and shares common methodologies, reporting channels and governance processes that apply across the risk management program to other legal, compliance, strategic, operational, and financial risk areas.

Key elements of our cybersecurity risk management program include but are not limited to the following:

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risk assessments designed to help identify material risks from cybersecurity threats to our critical systems and information;

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a security team principally responsible for managing (1) our cybersecurity risk assessment processes, (2) our security controls, and (3) our response to cybersecurity incidents;

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the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security processes;

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cybersecurity awareness training of our employees, including incident response personnel and senior management;

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a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and

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a third-party risk management process for key service providers based on our assessment of their criticality to our operations and respective risk profile.

To date, we have not identified or experienced risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that we deemed to be material or to have materially affected us, including our operations, business strategy, results of operations, or financial condition. We face risks from cybersecurity threats that, if realized, are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition. See Item 1A. Risk Factors – “Risks Related to Information Technology, Cybersecurity and Intellectual Property.”

Cybersecurity Risk Management Processes Integrated [Text Block]

Our cybersecurity risk management program is integrated into our overall risk management program, and shares common methodologies, reporting channels and governance processes that apply across the risk management program to other legal, compliance, strategic, operational, and financial risk areas.

Key elements of our cybersecurity risk management program include but are not limited to the following:

●

risk assessments designed to help identify material risks from cybersecurity threats to our critical systems and information;

●

a security team principally responsible for managing (1) our cybersecurity risk assessment processes, (2) our security controls, and (3) our response to cybersecurity incidents;

●

the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security processes;

●

cybersecurity awareness training of our employees, including incident response personnel and senior management;

●

a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and

●

a third-party risk management process for key service providers based on our assessment of their criticality to our operations and respective risk profile.

Cybersecurity Risk Third Party Oversight and Identification Processes [Flag]

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Cybersecurity Risk Board of Directors Oversight [Text Block]

Our Board considers cybersecurity risk as part of its risk oversight function and has delegated to the Compliance and Risk Committee (the “Committee”) oversight of cybersecurity risks, including oversight of management’s implementation of our cybersecurity risk management program.

Cybersecurity Risk Process for Informing Board Committee or Subcommittee Responsible for Oversight [Text Block]

the Compliance and Risk Committee (the “Committee”) oversight of cybersecurity risks, including oversight of management’s implementation of our cybersecurity risk management program.

The Committee receives quarterly reports from management on our cybersecurity risks. In addition, management updates the Committee, where it deems appropriate, regarding cybersecurity incidents it considers to be significant or potentially significant.

The Committee reports to the full Board regarding its activities, including those related to cybersecurity. The full Board also regularly receives briefings from management on our cyber risk management program. Board members receive presentations and training on cybersecurity topics from our internal Information Technology security staff including on topics that impact public companies.

Cybersecurity Risk Management Positions or Committees Responsible [Flag]

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Cybersecurity Risk Management Expertise of Management Responsible [Text Block]

Our management team’s experience includes cybersecurity-specific expertise supported by professional designations commonly recognized in the information security field, including certifications such as Certified Information Systems Security Professional (“CISSP”), Certified Information Security Manager (“CISM”), and Certified Information Systems Auditor (“CISA”). Collectively, the team has significant experience in designing, implementing, and maintaining controls aligned with our ISO/IEC 27001 certified ISMS, as well as applying leading industry frameworks such as the NIST Cybersecurity Framework and CIS Controls. Team members have overseen enterprise security programs, conducted cybersecurity risk assessments, led incident response efforts, managed third-party and vendor risk, and supported security operations in regulated environments.

Cybersecurity Risk Management Positions or Committees Responsible Report to Board [Flag]

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