NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER
(Effective March 6, 2026)

 

PURPOSE

MiniMed Group, Inc. (the “Company”) is a publicly-held company and operates in a complex, dynamic, highly competitive, and regulated environment. The business and affairs of the Company are governed by (or under the direction of) a Board of Directors (the “Board”), and therefore the recommendation and selection of qualified individuals to be Board members is crucial to the successful operation of the Company. The Nominating and Corporate Governance Committee’s (the “Committee”) primary purposes are to carry out and perform the responsibilities and duties delegated by the Board relating to the Company’s director nomination process, development and oversight of the Company’s corporate governance policies, and any corporate governance-related matters required by the U.S. securities laws and Nasdaq Stock Market (“Nasdaq”) listing requirements (the “Nasdaq Rules”), as set forth in this charter.

MEMBERS

The Committee will consist of no fewer than two directors, with the exact number determined by the Board. Each Committee member must meet the independence requirements of the Securities and Exchange Commission (the “SEC Rules”) and Nasdaq, as determined by the Board, except during the period of time the Company is eligible for: (i) the “controlled company” exemption under the Nasdaq Rules or (ii) another applicable exemption under the Nasdaq Rules.

The Committee chair and other members of the Committee are appointed by the Board and serve until their successors are duly appointed in connection with a change in Committee composition or until they are no longer on the Board.

Authority to Retain Advisors

The Committee has the authority appropriate to discharge its duties and responsibilities, including retaining outside counsel, outside search firms, and any other advisors as the Committee may deem appropriate in its sole discretion. The Committee has sole authority to retain and terminate any such counsel, search firm, or advisor, including sole authority to approve its fees and other retention terms.

DUTIES AND RESPONSIBILITIES

The Committee has the following responsibilities and duties:

1. Identification, Evaluation and Recommendation of Board Candidates

a.      Formulate the Company’s policies and procedures for identifying a strong pool of qualified director candidates and for evaluating and recommending candidates, including consideration of candidates recommended by stockholders and the other directors, to be considered by the Board for nomination at an annual meeting of stockholders or for election by the Board to fill a vacancy existing on the Board.

b.      As necessary, identify, evaluate and recommend to the Board qualified individuals for (i) the Board to nominate for election as directors at an annual meeting of stockholders, and (ii) election by the Board to fill vacancies on the Board (including due to the expansion of the number of directors on the Board). Candidates selected for nomination to the Board by the Company will meet the criteria approved by the Board and articulated in the Company’s Corporate Governance Guidelines (the “Guidelines”).

c.      Review and make recommendations to the Board whether members of the Board should stand for re-election, with consideration to the annual independence review, the criteria articulated in the Guidelines, and the current size and composition of the Board.

d.      Administer the process outlined in the Company’s Bylaws concerning stockholder nominations for director candidates.

e.      Consider matters relating to the retirement of members of the Board.

f.       Consider any resignation offered by a director who changes the primary career responsibility he or she held when elected to the Board and recommend to the Board whether to accept such resignation.

2. Board Structure and Organization

a.      Coordinate and oversee the annual evaluation process for the Board and its committees, including the Committee’s own evaluation.

b.      Recommend to the Board, in accordance with the policies and procedures outlined in the Guidelines, directors qualified to serve as members of each committee and as committee chairs.

c.      Review periodically, but at least annually, the size and composition of the Board and each standing committee and recommend to the Board such changes that the Committee deems necessary for the proper governance of the Company.

d.      Consider the number of regular Board meetings to be held during each year and recommend to the Board such increases or decreases that the Committee deems appropriate.

3. Corporate Governance

a.      Review the Guidelines at least annually, including practices and procedures related to board leadership structure and management succession planning, and recommend to the Board changes as the Committee deems desirable, based on all applicable laws, rules, Nasdaq Rules, and best practices.

b.      Monitor emerging corporate governance trends, oversee and evaluate the Company’s corporate governance policies and programs, and recommend to the Board such changes as the Committee believes desirable.

c.      Review, in accordance with the Company’s Related Party Transaction Policies and Procedures, transactions and relationships with related parties that are required to be approved or ratified thereunder.

d.      Review the Company’s Related Party Transaction Policies and Procedures on a periodic basis and recommend to the Board changes as the Committee deems desirable, based on all applicable laws, rules, Nasdaq Rules and best practices.

e.      Review duly submitted stockholder proposals and recommend to the Board proposed Company responses to such proposals for inclusion in the Company’s proxy statement or otherwise.

f.      Review periodically as it deems appropriate, but at least annually, the independence of members of the Board and its committees under the standards of applicable SEC and Nasdaq Rules, and any other standards the Board has determined is appropriate to apply (e.g., standards published by proxy advisory services) and provide to the Board the Committee’s assessment of which directors should be deemed independent directors under such standards.

g.      Assess periodically as it deems appropriate, but at least annually, whether each member of the Board’s audit committee is able to read and understand fundamental financial statements, including the Company’s balance sheet, income statement, and cash flow statement, and which such directors should be deemed a “financially sophisticated audit committee member” under applicable Nasdaq Rules and an “audit committee financial expert” under applicable SEC Rules, and recommend to the Board its determinations of which such directors are “financially sophisticated audit committee members” and “audit committee financial experts” (such assessments, determinations and recommendations shall also be made with respect to any director proposed by the Board to be added to the audit committee).

h.      Oversee and review on a periodic basis continuing education for directors and the orientation program for new directors.

i.       Review this charter annually and recommend any changes to the Board for approval.

4. Other Responsibilities

a.      Review and provide advice to the Board on matters relating to director compensation, including compensation philosophy and the components of compensation for directors, and recommend director compensation and benefits and changes to director compensation and benefits to the Board.

b.      Review, administer and monitor compliance with the Company’s Stock Ownership and Retention Policy applicable to the Company’s non-executive directors, Executive Officers and certain other members of senior management and, as appropriate, recommend changes to the Board.

c.      Review, in accordance with and as frequently as required by the Company’s Political Contribution Policy, the Company’s corporate political contributions.

d.      As it determines appropriate, review the Company’s actions and governance policies relating to the impact of the Company’s business operations on employees, citizens, communities and the environment.

e.      Perform such other functions as assigned by applicable law, regulations, Nasdaq Rules, the Company’s Bylaws, or the Board.

The Committee may perform such other functions as are consistent with its purpose, responsibilities and applicable laws, rules and regulations and as the Board may request or as the Committee deems necessary or appropriate consistent with its purpose and responsibilities.

MEETINGS

The Committee will meet as often as may be deemed necessary or appropriate in the judgment of the Committee chair (considering any recommendations from the Committee), but not less frequently than four times per year, either in person, telephonically or virtually, and at such times and places as the Committee determines. The Committee may also act by unanimous written consent in lieu of a meeting in accordance with the Company’s Bylaws. The Committee may request any director, officer or employee of the Company or the Company’s outside counsel to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee. The Committee will report on its activities to the Board regularly.

DELEGATION

The Committee may, in its discretion, form and delegate authority to subcommittees, including a single member, when appropriate and consistent with applicable law and Nasdaq Rules. Any actions taken by a subcommittee will be reported to the full Committee at its next meeting.