Corporate Governance Highlights

Below is a summary of our board committee structure and membership information.

Our Chief Executive Officer, Richard P. Burgoon, Jr., has established a policy whereby no member of the management team shall serve on the Aeolus Board of Directors or any of its committees. This policy is intended to allow the Board to make decisions and recommendations without possible or direct influence by inclusion of members of the management team on the Board of Directors or its committees.

Board Committees

Our Board of Directors has established an audit committee, a compensation committee and a nominating and corporate governance committee. The members of each committee are appointed by our Board of Directors, upon recommendation of the nominating and corporate governance committee, and serve one-year terms.

Audit Committee

David Cavalier (Chair) | Amit Kumar, Ph.D. | Chris A. Rallis

Our audit committee assists our Board of Directors in its oversight of:

• The integrity of our financial statements
• The independent auditor's qualifications and independence
• The performance of our independent auditors

The audit committee has direct responsibility for the appointment, compensation, retention and oversight of the work of our independent auditors. In addition, our audit committee must approve, in advance:

• Any related-party transaction that we enter into
• All audit services
• All non-audit services, except for de minimis non-audit services; provided the audit committee has approved such de minimis services prior to completion of the audit

Compensation Committee

David Cavalier (Chair) | Joseph J. Krivulka | Peter D. Suzdak, Ph.D.

The purpose of the compensation committee is to assist the Board of Directors in the discharge of its responsibilities relating to the compensation of our executive officers. Specific responsibilities of our compensation committee include:

• Reviewing and recommending approval of our compensation of our chief executive officer
• Overseeing the evaluation of our executive officers
• Reviewing and making recommendations to the Board of Directors regarding incentive compensation and equity plans
• Administering our stock incentive plans
• Reviewing and making recommendations to the Board of Directors regarding director compensation

Nominating and Corporate Governance Committee

The Board does not have a standing nominating and corporate goverance committee. The Board does not believe a nominating and corporate governance committee is necessary given Aeolus’ size. The Board will consider establishing a nominating committee at the appropriate time.

Reporting Complaints

If you are a security holder of Aeolus Pharmaceuticals, Inc., you are invited to communicate with our Board of Directors regarding Aeolus Pharmaceuticals, Inc. by writing to the following address:

ATTN: Board of Directors
Aeolus Pharmaceuticals, Inc.
23811 Inverness Place
Laguna Niguel, California 92677

You can report your complaints or concerns anonymously or confidentially. If you provide us with contact information, you will receive a written acknowledgement upon receipt of your complaint or concern.