CHARTER OF THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE PURPOSE OF THE BOARD OF DIRECTORS OF PLURALSIGHT, INC. Adpted May 3, 2018 The purpse f the Nminating and Crprate Gvernance Cmmittee (the Nminating and Crprate Gvernance Cmmittee ) f the Bard f Directrs (the Bard ) f Pluralsight, Inc. (the Cmpany ) is t ensure that the Bard is prperly cnstituted t meet its fiduciary bligatins t stckhlders and the Cmpany and that the Cmpany has and fllws apprpriate crprate gvernance guidelines. T carry ut this purpse, the Nminating and Crprate Gvernance Cmmittee shall: Assist the Bard in identifying individuals wh are qualified t becme members f the Bard in accrdance with criteria apprved by the Bard and select, r recmmend t the Bard that the Bard select, specified individuals as the directr nminees fr each meeting f stckhlders at which directrs are t be elected. Recmmend members fr each Bard cmmittee. Develp, maintain and recmmend crprate gvernance plicies applicable t the Cmpany, and any related matters required by the federal securities laws. Oversee the evaluatin f the Bard. The Nminating and Crprate Gvernance Cmmittee has the authrity t undertake the specific duties and respnsibilities as are enumerated in r cnsistent with this charter, and will have the authrity t undertake such ther specific duties as the Bard frm time t time prescribes. COMPOSITION 1. Membership and Appintment. The Nminating and Crprate Gvernance Cmmittee shall cnsist f at least tw members f the Bard. Members f the Nminating and Crprate Gvernance Cmmittee shall be appinted by the Bard and may be remved by the Bard in its discretin. 2. Qualificatins. The members f the Nminating and Crprate Gvernance Cmmittee shall meet the independence requirements f The Nasdaq Stck Market, Inc. Marketplace Rules (the Nasdaq Rules ) and such ther qualificatins as may be established by the Bard frm time t time; prvided, hwever, that the Cmpany may avail itself f any phase-in rules r interpretatins applicable t newly-listed cmpanies in cnnectin with an initial public ffering. The members f the Nminating and Crprate Gvernance Cmmittee shall als meet any additinal criteria required by the Securities and Exchange Cmmissin (the SEC ) and the Nasdaq Rules. 3. Chairpersn. The Bard may designate a chairpersn f the Nminating and Crprate Gvernance Cmmittee. In the absence f that designatin, the Nminating and Crprate Gvernance Cmmittee may designate a chairpersn by majrity vte f the Nminating and
Crprate Gvernance Cmmittee members. RESPONSIBILITIES The fllwing are the principal recurring respnsibilities f the Nminating and Crprate Gvernance Cmmittee. The Nminating and Crprate Gvernance Cmmittee may perfrm such ther functins as are cnsistent with its purpse and applicable law, rules and regulatins and as the Bard r the Nminating and Crprate Gvernance Cmmittee deem apprpriate. In carrying ut its respnsibilities, the Nminating and Crprate Gvernance Cmmittee believes its plicies and prcedures shuld remain flexible, in rder t best react t changing cnditins and circumstances. 1. Bard Cmpsitin, Evaluatin and Nminating Activities. The Nminating and Crprate Gvernance Cmmittee shall: Determine the qualificatins, qualities, skills and ther expertise required t be a directr and t develp, and recmmend t the Bard fr its apprval, criteria t be cnsidered in selecting nminees fr directr (the Directr Criteria ). Evaluate the current cmpsitin, rganizatin and gvernance f the Bard and its cmmittees, determine future requirements and make recmmendatins t the Bard fr apprval cnsistent with the Directr Criteria. Evaluate the perfrmance f individual members f the Bard eligible fr re-electin, and, cnsistent with the Directr Criteria, select, r recmmend fr the selectin f the Bard, the directr nminees by class fr electin t the Bard by the stckhlders at the annual meeting f stckhlders r any special meeting f stckhlders at which directrs are t be elected. Search fr, identify, evaluate and select, r recmmend fr the selectin f the Bard, candidates t fill new psitins r vacancies n the Bard cnsistent with the Directr Criteria. Develp and review peridically the plicies and prcedures fr cnsidering stckhlder nminees fr electin t the Bard. Review and cnsider any nminatins f directr candidates validly made by stckhlders in accrdance with applicable laws, rules and regulatins and the prvisins f the Cmpany s certificate f incrpratin and bylaws and the Cmpany s stckhlder nminatins and recmmendatin plicies and prcedures. Cnsider the Bard s leadership structure, including the separatin f the Chairman and Chief Executive Officer rles and/r appintment f a lead independent directr f the Bard, either permanently r fr specific purpses, and make such recmmendatins t the Bard with respect theret as the Nminating and Crprate Gvernance Cmmittee deems apprpriate. Evaluate and recmmend terminatin f membership f individual directrs fr cause r fr ther apprpriate reasns. Evaluate the independence f directrs and directr nminees against the independence requirements f the Nasdaq Rules, applicable rules and regulatins prmulgated by the SEC and ther applicable laws, rules and regulatins. -2-
2. Bard Cmmittees. The Nminating and Crprate Gvernance Cmmittee shall: Review annually the structure and cmpsitin f each cmmittee f the Bard and make recmmendatins, if any, t the Bard fr changes t the Nminating and Crprate Gvernance Cmmittees f the Bard, including changes in structure, cmpsitin r mandate f cmmittees, as well as the creatin r disslutin f cmmittees. Recmmend t the Bard persns t be members and chairpersns f the varius cmmittees. 3. Crprate Gvernance. The Nminating and Crprate Gvernance Cmmittee shall: Develp, apprve, r recmmend t the Bard fr apprval, a set f crprate gvernance guidelines applicable t the Cmpany. Review annually the crprate gvernance guidelines apprved by the Nminating and Crprate Gvernance Cmmittee r the Bard and their applicatin, and apprve, r recmmend t the Bard fr apprval, any changes deemed apprpriate. Oversee the Cmpany s crprate gvernance practices, including reviewing and recmmending t the Bard fr apprval any changes t the Cmpany s crprate gvernance framewrk, including its certificate f incrpratin and bylaws. Oversee the Cmpany s charitable endeavrs, including the activities and gvernance f Pluralsight One and any ther charitable initiatives. Develp, subject t apprval by the Bard, a prcess fr an annual evaluatin f the Bard and its cmmittees, and t versee the cnduct f this annual evaluatin. When apprpriate and relevant fr the Cmpany, cnduct a review f the Cmpany s successin planning prcess fr the chief executive fficer ( CEO ) and any ther members f the Cmpany s executive management team, and reprt its findings and recmmendatins t the Bard, and assist the Bard in evaluating ptential successrs t the CEO r ther members f the Cmpany s executive management team. Evaluate the participatin f members f the Bard in rientatin and cntinuing educatin activities in accrdance with applicable listing standards. Review the disclsure included in the Cmpany s prxy statement regarding the Cmpany s directr nminatin prcess and ther crprate gvernance matters. Review any prpsals prperly submitted by stckhlders fr actin at the annual meeting f stckhlders and make recmmendatins t the Bard regarding actin t be taken in respnse t each such prpsal. Review and discuss with management the disclsure regarding the peratins f the Nminating and Crprate Gvernance Cmmittee and directr independence, and recmmend that this disclsure be included in the Cmpany s prxy statement r annual reprt n Frm 10-K. 4. Cnflicts f Interest. The Nminating and Crprate Gvernance Cmmittee shall: -3-
Review and mnitr cmpliance with the Cmpany s Cde f Business Cnduct and Ethics, except as t financial, accunting and/r tax matters including: Cnsidering questins f pssible cnflicts f interest f Bard members and f crprate fficers; Reviewing actual and ptential cnflicts f interest f Bard members and crprate fficers, ther than related party transactins reviewed by the Audit Cmmittee f the Bard, and apprving r prhibiting any invlvement f such persns in matters that may invlve a cnflict f interest r the taking f a crprate pprtunity; and Reviewing peridically the Cde f Business Cnduct and Ethics and recmmending t the Bard any changes it deems apprpriate. Apprve r recmmend t the Bard fr apprval, and peridically review the plicies and prcedures fr directr candidates, stckhlder cmmunicatins plicy, external cmmunicatins plicy, insider trading plicy and anti-crruptin plicy, and apprve, r recmmend t the Bard fr apprval, any changes deemed apprpriate. MEETINGS AND PROCEDURES 1. Meetings. The Nminating and Crprate Gvernance Cmmittee will meet as ften as it deems necessary r apprpriate. Meetings will be held at such times and places as the Nminating and Crprate Gvernance Cmmittee determines. The chairpersn f the Nminating and Crprate Gvernance Cmmittee shall preside at each meeting. If a chairpersn is nt designated r present, an acting chair may be designated by the Nminating and Crprate Gvernance Cmmittee members present. The Nminating and Crprate Gvernance Cmmittee may act by unanimus written cnsent (which may include electrnic cnsent) in lieu f a meeting in accrdance with the Cmpany s bylaws, which shall cnstitute a valid actin f the Nminating and Crprate Gvernance Cmmittee if it has been executed by each member f the Nminating and Crprate Gvernance Cmmittee and shws the date f executin. Any written cnsent will be effective n the date f the last signature and will be filed with the minutes f the meetings f the Bard. The Nminating and Crprate Gvernance Cmmittee will maintain written minutes f its prceedings and actins by written cnsent, which minutes and actins by written cnsent will be filed with the minutes f the meetings f the Bard. The Nminating and Crprate Gvernance Cmmittee may invite t its meetings any directr, fficer r emplyee f the Cmpany and such ther persns as it deems apprpriate in rder t carry ut its respnsibilities. The Nminating and Crprate Gvernance Cmmittee may als exclude frm its meetings any persns it deems apprpriate in rder t carry ut its respnsibilities, including nn-management directrs wh are nt members f the Nminating and Crprate Gvernance Cmmittee. 2. Reprting t the Bard f Directrs. Cnsistent with this charter, the Nminating and Crprate Gvernance Cmmittee shall reprt t the Bard regarding its recmmendatins fr directr nminees fr the next annual meeting f stckhlders r any special meeting f -4-
stckhlders at which directrs are t be elected r t fill vacancies r newly created directrships n the Bard r cmmittees. In additin, the Nminating and Crprate Gvernance Cmmittee shall reprt regularly t the Bard (i) fllwing meetings f the Nminating and Crprate Gvernance Cmmittee, (ii) with respect t its review and assessment f crprate gvernance matters and such ther matters as are relevant t the Nminating and Crprate Gvernance Cmmittee s discharge f its respnsibilities and (iii) with respect t such recmmendatins as the Nminating and Crprate Gvernance Cmmittee may deem apprpriate. The reprt t the Bard may take the frm f an ral reprt by the chairpersn r any ther member f the Nminating and Crprate Gvernance Cmmittee designated by the Nminating and Crprate Gvernance Cmmittee t make such reprt. 3. Authrity t Retain Advisrs. The Nminating and Crprate Gvernance Cmmittee shall have the authrity, in its sle discretin, t select and retain any internal r independent cunsel, search firms and any ther expert cnsultants r advisrs t assist with the executin f its duties and respnsibilities as set frth in this charter. The Nminating and Crprate Gvernance Cmmittee shall set the cmpensatin and versee the wrk f any such cnsultants r advisrs. The Cmpany will prvide apprpriate funding, as determined by the Nminating and Crprate Gvernance Cmmittee, t pay any such search firms r any ther utside advisrs hired by the Nminating and Crprate Gvernance Cmmittee and any administrative expenses f the Nminating and Crprate Gvernance Cmmittee that are necessary r apprpriate in carrying ut its activities. 4. Subcmmittees. The Nminating and Crprate Gvernance Cmmittee may frm subcmmittees fr any purpse that the Nminating and Crprate Gvernance Cmmittee deems apprpriate and may delegate t such subcmmittees such pwer and authrity as the Nminating and Crprate Gvernance Cmmittee deems apprpriate. If designated, each such subcmmittee will establish its wn schedule and maintain written minutes f its meetings, which minutes will be filed with the minutes f the meetings f the Bard. The Nminating and Crprate Gvernance Cmmittee shall nt delegate t a subcmmittee any pwer r authrity required by law, regulatin r listing standard t be exercised by the Nminating and Crprate Gvernance Cmmittee as a whle. 5. Cmmittee Charter Review. The Nminating and Crprate Gvernance Cmmittee shall review and reassess the adequacy f this charter annually and shall submit any recmmended changes t the charter t the Bard fr apprval. 6. Perfrmance Review. The Nminating and Crprate Gvernance Cmmittee shall review and assess the perfrmance f the Nminating and Crprate Gvernance Cmmittee n an annual basis. 7. Cmpensatin. Members f the Nminating and Crprate Gvernance Cmmittee shall receive such cmpensatin, including equity and/r fees, if any, fr their service as Nminating and Crprate Gvernance Cmmittee members as may be determined by the Bard (r, t the extent the Bard has delegated such authrity, by the Cmpensatin Cmmittee f the Bard). -5-