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Nominating & Corporate Governance Committee Charter

The purpose of the Nominating and Corporate Governance Committee of the Board of Directors (the “Board”) of Endurance International Group Holdings, Inc. (the “Company”) is to:

  • recommend to the Board the persons to be nominated for election as directors at any meeting of stockholders and the persons (if any) to be elected by the Board to fill any vacancies on the Board; 
     
  • recommend to the Board the directors to be appointed to each committee of the Board; and
     
  • oversee the evaluation of the Board.
  1. Number.  The Nominating and Corporate Governance Committee shall consist of such number of directors as the Board shall from time to time determine.
     
  2. Independence.  Except as otherwise permitted by applicable NASDAQ rules, each member of the Nominating and Corporate Governance Committee shall be an “independent director” as defined by NASDAQ Rule 5605(a)(2).
     
  3. Chair.  Unless the Board elects a Chair of the Nominating and Corporate Governance Committee, the Committee shall elect a Chair by majority vote.
     
  4. Compensation.  The compensation of Nominating and Corporate Governance Committee members shall be as determined by the Board.
     
  5. Selection and Removal.  Members of the Nominating and Corporate Governance Committee shall be appointed by the Board, upon the recommendation of the Committee.  The Board may remove members of the Nominating and Corporate Governance Committee from such Committee, with or without cause.

General

The Nominating and Corporate Governance Committee shall discharge its responsibilities, and shall assess the information provided to it by the Company’s management and others, in accordance with its business judgment.

Board and Committee Membership

  1. Selection of Director Nominees.  Except where the Company is legally required by contract, bylaw or otherwise to provide third parties with the right to nominate directors, the Nominating and Corporate Governance Committee shall be responsible for (i) identifying individuals qualified to become Board members, consistent with criteria approved by the Board, and (ii) recommending to the Board the nominees for election as directors at any meeting of stockholders and the persons to be elected by the Board to fill any vacancies on the Board.  In making such recommendations, the Committee shall consider candidates proposed by stockholders.  The Committee shall review and evaluate information available to it regarding candidates proposed by stockholders and shall apply the same criteria, and shall follow substantially the same process in considering them, as it does in considering other candidates.
     
  2. Criteria for Selecting Directors.  The criteria to be used by the Nominating and Corporate Governance Committee in recommending directors and by the Board in nominating directors are as set forth in the Company’s corporate governance guidelines.  The Committee shall be responsible for reviewing with the Board, on an annual basis, the requisite skills and criteria for new Board members as well as the composition of the Board as a whole.  The Committee may adopt, and periodically review and revise as it deems appropriate, procedures regarding director candidates proposed by stockholders.
     
  3. Search Firms.  The Nominating and Corporate Governance Committee shall have the authority to retain and terminate any search firm to be used to identify director nominees, including authority to approve the search firm’s fees and other retention terms.  The Committee is empowered, without further action by the Board, to cause the Company to pay the compensation of any search firm engaged by the Committee.
     
  4. Selection of Committee Members.  The Nominating and Corporate Governance Committee shall be responsible for recommending to the Board the directors to be appointed to each committee of the Board.
     

Corporate Governance

  1. Corporate Governance Guidelines.  The Nominating and Corporate Governance Committee shall, from time to time as it deems appropriate, review and reassess the adequacy of the Company’s Corporate Governance Guidelines and recommend any proposed changes to the Board for approval.
     
  2. Board Leadership Structure.  As more fully provided for in the Company’s Corporate Governance Guidelines, the Nominating and Corporate Governance Committee shall periodically review the Board’s leadership structure to assess whether it is appropriate given the specific characteristics and circumstances of the Company.
     
  3. Code of Conduct.  The Nominating and Corporate Governance Committee shall, from time to time as it deems appropriate, review and reassess the adequacy of the Company’s Code of Business Conduct and Ethics and recommend any proposed changes to the Board for approval.
     
  4. Evaluation of the Board.  The Nominating and Corporate Governance Committee shall be responsible for overseeing an annual self-evaluation of the Board to determine whether it and its committees are functioning effectively.  The Committee shall determine the nature of the evaluation, supervise the conduct of the evaluation and prepare an assessment of the Board’s performance, to be discussed with the Board.
     
  5. Additional Duties.  The Nominating and Corporate Governance Committee shall have such other duties as may be delegated from time to time by the Board.
 
  1. Meetings.  The Nominating and Corporate Governance Committee shall meet as often as it deems necessary in order to perform its responsibilities.  The Committee may also act by unanimous written consent in lieu of a meeting.  The Committee shall keep such records of its meetings as it shall deem appropriate.
     
  2. Subcommittees.  The Nominating and Corporate Governance Committee may form and delegate authority to one or more subcommittees (including a subcommittee consisting of a single member) as it deems appropriate from time to time under the circumstances.
     
  3. Reports to the Board.  The Nominating and Corporate Governance Committee shall report regularly to the Board.
     
  4. Charter.  At least annually, the Nominating and Corporate Governance Committee shall review and reassess the adequacy of this Charter and recommend any proposed changes to the Board for approval.
     
  5. Independent Advisors.  The Nominating and Corporate Governance Committee shall have the authority, without further action by the Board, to engage such independent legal and other advisors as it deems necessary or appropriate to carry out its responsibilities.  Such independent advisors may be the regular advisors to the Company.  The Committee is empowered, without further action by the Board, to cause the Company to pay the compensation of such advisors as established by the Committee.
     
  6. Investigations.  The Nominating and Corporate Governance Committee shall have the authority to conduct or authorize investigations into any matters within the scope of its responsibilities as it shall deem appropriate, including the authority to request any officer, employee or advisor of the Company to meet with the Committee or any advisors engaged by the Committee.
     
  7. Self-Evaluation.  The Nominating and Corporate Governance Committee shall annually evaluate its own performance and report on such evaluation to the Board.
 
 
Approved by the Board of Directors on June 13, 2013.
 

Committee Members

James C. Neary
Chairman of the Board

James C. Neary has served as Endurance International Group's chairman since December 2011. Mr. Neary is a managing director and partner at Warburg Pincus and joined the firm in 2001. Mr. Neary currently leads the firm’s late-stage efforts in the technology and business services sectors. From 2004 to 2010, he was co-head of the firm’s technology, media and telecommunications investment efforts. From 2000 to 2004, he led the firm’s capital markets activities. Prior to joining Warburg Pincus, Mr. Neary was a managing director at Chase Securities and worked in the leveraged finance group at Credit Suisse First Boston.

Joseph P. DiSabato
Director

Joseph P. DiSabato has served as a director of Endurance International Group since December 2011. Mr. DiSabato worked for Goldman Sachs from 1988 to 1991, rejoined Goldman Sachs in 1994 and has served as managing director in its Principal Investment Area since 2000.

Chandler J. Reedy
Director

Chandler J. Reedy has served as a director of Endurance International Group since December 2011. Mr. Reedy is a principal at Warburg Pincus and joined the firm in 2004. Mr. Reedy focuses on the firm’s late-stage efforts in the technology, media, telecommunications and business services sectors. Prior to joining Warburg Pincus, he worked in UBS’s Investment Banking Division, where he advised corporations and financial sponsors on mergers and acquisitions and leveraged financings.

 
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