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

Cybersecurity Risk Management and Strategy

We have implemented and maintain a cybersecurity risk management program that includes processes designed for the identification, assessment and mitigation of cybersecurity risks in order to protect the confidentiality, integrity and availability of our critical systems and information. We leverage the Center for Internet Security (CIS) Controls standard and the National Institute of Standards and Technology Cybersecurity Framework (NIST CSF) as the basis for gap analyses, the selection and prioritization of control enhancements and semi-annual control maturity assessments.

Our cybersecurity risk management program is integrated into our overall enterprise risk management program, and includes:

●

semi-annual risk and control assessments designed to identify material cybersecurity risks to our critical systems, information, products, services, and our broader enterprise IT environment, including quantitative and qualitative assessments of the maturity of our cybersecurity program;

●

security controls and mitigation measures designed to manage and mitigate material risks from cybersecurity threats to our critical systems and information;

●

an IT and security team responsible for managing (1) our cybersecurity risk assessment processes, (2) our security controls and mitigation measures, 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 controls, including penetration testing;

●

cybersecurity awareness training of our employees, IT and security personnel and senior management;

●

a cybersecurity incident response plan that is periodically tested, includes procedures for responding to cybersecurity incidents and is aligned with other enterprise resilience programs, including business continuity and disaster recovery; and

●

a risk-based approach to identifying and overseeing third party cybersecurity risks, including evaluating the cybersecurity processes of service providers and other vendors, and reviewing available security certifications and independent audit reports.

Although, to our knowledge, we have not experienced any material cybersecurity breach to date, we may experience cybersecurity incidents and face risks from cybersecurity threats that, if realized, are reasonably likely to materially affect us, including resulting in business interruptions, operational delays, financial losses, reputational harm or the unauthorized disclosure or modification of sensitive information. For more information regarding how cybersecurity risks may affect us, see “Item 1A Risk Factors.”

Cybersecurity Risk Management Processes Integrated [Text Block]

Our cybersecurity risk management program is integrated into our overall enterprise risk management program, and includes:

●

semi-annual risk and control assessments designed to identify material cybersecurity risks to our critical systems, information, products, services, and our broader enterprise IT environment, including quantitative and qualitative assessments of the maturity of our cybersecurity program;

●

security controls and mitigation measures designed to manage and mitigate material risks from cybersecurity threats to our critical systems and information;

●

an IT and security team responsible for managing (1) our cybersecurity risk assessment processes, (2) our security controls and mitigation measures, 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 controls, including penetration testing;

●

cybersecurity awareness training of our employees, IT and security personnel and senior management;

●

a cybersecurity incident response plan that is periodically tested, includes procedures for responding to cybersecurity incidents and is aligned with other enterprise resilience programs, including business continuity and disaster recovery; and

●

a risk-based approach to identifying and overseeing third party cybersecurity risks, including evaluating the cybersecurity processes of service providers and other vendors, and reviewing available security certifications and independent audit reports.

Cybersecurity Risk Third Party Oversight and Identification Processes [Flag]

true

Cybersecurity Risk Board of Directors Oversight [Text Block]

Cybersecurity Governance

Our Board considers cybersecurity risk as part of its risk oversight function and has delegated oversight of cybersecurity and other IT risks to the Audit Committee. The Audit Committee oversees management’s implementation of our cybersecurity risk management program.

The Audit Committee receives reports from management on our cybersecurity risks at least semi-annually. In addition, management updates the Audit Committee regarding cybersecurity matters, as necessary, including any material cybersecurity incidents, as well as any incidents with lesser impact potential. The Audit Committee reports to the full Board regarding its activities and the full Board periodically receives briefings from management on our cybersecurity risk management program.

Our management team is responsible for assessing and managing risks from cybersecurity threats. The Vice President, Global IT and Senior Vice President, Risk and Internal Controls have primary responsibility for our overall cybersecurity risk management program, cybersecurity policies, controls and mitigation measures, and supervise both our internal cybersecurity personnel and our external cybersecurity consultants. They provide briefings to the management team, including the Chief Financial Officer/Chief Operating Officer and the General Counsel and Secretary, as well as the Board and the Audit Committee. Their briefings include topics such as threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us. The briefings also cover alerts and reports produced by security tools deployed in our IT environment. Our Vice President, Global IT has over 20 years’ experience leading teams in cybersecurity, and designing and securing critical IT infrastructure in the healthcare, biotech and sports entertainment sectors. Our Senior Vice President, Risk and Internal Controls has more than 30 years’ experience designing, implementing and leading risk management, internal control and compliance programs, including cybersecurity, data privacy and business resilience, in global organizations.

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

The Audit Committee receives reports from management on our cybersecurity risks at least semi-annually. In addition, management updates the Audit Committee regarding cybersecurity matters, as necessary, including any material cybersecurity incidents, as well as any incidents with lesser impact potential. The Audit Committee reports to the full Board regarding its activities and the full Board periodically receives briefings from management on our cybersecurity risk management program.

Cybersecurity Risk Management Positions or Committees Responsible [Flag]

true

Cybersecurity Risk Management Expertise of Management Responsible [Text Block]

Our Vice President, Global IT has over 20 years’ experience leading teams in cybersecurity, and designing and securing critical IT infrastructure in the healthcare, biotech and sports entertainment sectors. Our Senior Vice President, Risk and Internal Controls has more than 30 years’ experience designing, implementing and leading risk management, internal control and compliance programs, including cybersecurity, data privacy and business resilience, in global organizations

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

true