Conflict of Interest Policy

1. Purpose & Scope

This policy provides the framework for managing, reducing, or eliminating Conflicts of Interest at Sila Nanotechnologies, Inc. (“Sila”) and applies to all employees. Internal processes, procedures, rules, and guidelines as well as policies that apply to the operations of individual departments may not preempt or conflict with this Conflict of Interest Policy. See Section 3 below for definitions for capitalized terms.


Sila is committed to maintaining the highest ethical standards and ensuring transparency in all its business activities. This Conflict of Interest Policy aims to protect the integrity of the company and its employees by establishing clear guidelines for identifying and managing potential conflicts of interest and reporting outside employment for all employees. This policy applies to all employees, officers, directors, and contractors of Sila ("Sila Representatives"), regardless of location, including those in California, Washington state, and those working globally.

2. Policy

Sila Representatives must avoid any conflict of interest that may compromise their ability to act in the best interests of Sila. This includes disclosing any potential conflicts of interest promptly and taking appropriate steps to manage or eliminate them.

2.1 Requirements for Avoiding Conflicts of Interest

Conflicts of interest occur when a Sila Representative’s outside activities could influence their professional conduct, including allocation of time and energy, due to considerations of personal gain, financial or otherwise. When Sila Representatives engage in outside activities that could affect their professional judgment, it is imperative that they recognize the potential influence of personal gain. Sila Representatives are expected to prioritize their commitments to Sila and ensure that all external activities do not detract from their responsibilities.

2.2 Specific Examples of Conflicts of Interest

The following are examples of situations that may create a Conflict of Interest:

  • Holding a Significant Financial Interest in a competitor, supplier, customer, or partner of Sila without disclosure to and approval of the Compliance Committee.
  • Serving as a director, officer, or consultant in a competitor, supplier, customer, or partner of Sila without disclosure to and approval of the Compliance Committee.

  • Accepting inappropriate benefits, as outlined in Sila’s Gifts and Entertainment Policy.

  • Using Sila’s confidential information or resources for personal gain or the benefit of a related person or organization or for other unauthorized purposes.

  • Use of Sila-supported work, products, results, materials, property records, or information for any purpose outside of the Sila Representative’s authorized job responsibilities, including for personal benefit or the benefit of any third party.

  • Engaging in outside activities that materially interfere with the Sila Representative’s job responsibilities or availability.

  • Employment at any outside entity or consulting services or pro bono work, including during leave periods, where the SIla Representative’s responsibilities may be similar or overlaps to their Sila’s responsibilities.

  • Having a personal relationship or financial interest in a vendor, supplier, or contractor while participating in procurement decisions involving that party.

  • Defining contract terms or specifications, obtaining procurement-sensitive information, or serving as an evaluator or initiator relating to a requisition in which the employee has a personal interest.

  • Hiring or supervising a Related Person without appropriate disclosure and approval.

  • Accepting bribes, kickbacks, or other illegal payments.

  • Any situation that violates applicable federal, state or local laws regarding conflicts of interest.

  • Any situation that violates the Foreign Corrupt Practices Act (FCPA) or other applicable international anti-corruption laws (see Compliance with Foreign Corrupt Practices Act Policy).

  • Participation in a Foreign Government Talent Recruitment Program of a Foreign Country of Risk, or in a Foreign Government or Entity Sponsored or Affiliated Activity of a Foreign Country of Risk.

2.3 Required Pre-Approval of Outside Employment

Employees who wish to engage in concurrent outside employment or a professional engagement must obtain pre-approval from their manager and the Compliance Committee. New hires are required to discuss any intended outside employment with their hiring manager. If approval is granted, the Sila employee and their supervisor may develop an appropriate management plan outlining the details of the relationship, providing an analysis of how the activity relates to the employee's responsibilities with Sila, and specifying the appropriate steps to implement and maintain the plan. External work will not be approved if the conflict cannot be eliminated.
Employees are not permitted to use any Company resources or equipment (including vehicles, machinery, copiers, fax machines, telephones, internet, computer systems, email, etc.) for any outside employment or for personal gain. Additionally, the other job must not interfere with scheduled shifts. It is also expected that employees satisfactorily perform their job responsibilities with Sila. Employees will be held to performance standards and will be subject to Sila’s scheduling demands, regardless of any outside work requirements. If an employee's outside employment negatively impacts their performance on the job or interferes with availability requirements, appropriate disciplinary action, up to and including termination of employment, may be taken. For purposes of this policy, self-employment is outside employment. This policy is not intended to restrict employee’s rights under the National Labor Relations Act (NLRA) and any state law rights to engage in legal off duty conduct. This policy will be applied consistent with state laws governing outside employment restrictions, including Washington's RCW 49.62.070.

2.4 Disclosure and Reporting
  • Sila Representatives must disclose any potential conflicts of interest to their department leader at least annually and no later than within 30 days of discovering or acquiring a new significant financial interest and at any time upon request.
  • Disclosures must be made in writing using the self-service Conflict of Interest Disclosure form.

  • The Compliance Committee will review all disclosures and determine whether a Conflict of Interest exists and what steps should be taken to manage or eliminate it. In addition, they will notify the DOE when a disclosure is provided that pertains to a Covered Individual associated with a federal award.

  • All disclosures and decisions regarding Conflicts of Interest will be documented and retained.

2.5 Management and Resolution
  • Sila will take appropriate steps to manage or eliminate Conflicts of Interest, which may include recusal, divestment, or other measures.

  • In some cases, it may be necessary for a Sila Representative to resign from their position or terminate their relationship with a related person or organization.

  • The Compliance Committee will review this policy on a periodic basis and shall monitor compliance with this policy and take appropriate disciplinary action in cases of non-compliance.

  • Any employee who feels pressured to violate this policy should report the concern immediately to the legal department, compliance officer, or through the company’s whistleblower hotline.

2.6 Additional Requirements Concerning DOE Financial Assistance Awards
2.6.1 Requirements for Subaward Recipients on DOE Financial Assistance Awards

For any projects funded in whole or in part by a Department of Energy (DOE) financial assistance award, Sila must ensure that all subaward recipients (“Subrecipient”) non-Federal entities and their Investigators comply with the DOE Interim Conflict of Interest Policy.

Sila shall incorporate the following requirements into a written agreement with each subrecipient:

a. Policy Applicability

The written agreement must clearly establish which FCOI policy will apply to the Subrecipient's Investigators: Sila’s policy or the Subrecipient’s policy.

If the Subrecipient's policy applies:

  • The Subrecipient must certify in the written agreement that its FCOI policy complies with all requirements of the DOE Interim COI Policy.

  • The Subrecipient shall make its compliant FCOI policy available via a publicly accessible website. If the Subrecipient has no website, it must provide the written policy to any requestor within five business days of a request.

  • The agreement shall specify a time period(s) for the Subrecipient to report all identified FCOIs to Sila. This timeframe must be sufficient to enable Sila to provide timely FCOI reports to the DOE, as required.

If Sila's Conflict of Interest Policy applies:

  • The agreement shall specify a time period(s) for the Subrecipient to submit all Investigator Disclosures of Significant Financial Interests (SFIs) to Sila. This timeframe must be sufficient to enable Sila to complete its review, management, and reporting obligations under this Policy.

b. Reporting Responsibility

Regardless of which policy applies, Sila is responsible for providing all FCOI reports to the DOE program office regarding the Conflicts of Interest of all Subrecipient Investigators. Sila must provide these reports consistent with this Policy, including:

  • Prior to the expenditure of funds.

  • Within sixty (60) days of any subsequently identified FCOI.

  • Annually for the duration of the project period.

2.6.2 Retrospective Review and Mitigation Reporting

a. Retrospective Review

Whenever Sila identifies a Sila Representative's Significant Financial Interest (SFI) or a Financial Conflict of Interest (FCOI) that was not disclosed or managed in a timely manner (e.g., due to a Sila Representative's failure to disclose, Sila's failure to review/manage, or a Sila Representative’s failure to comply with a management plan), Sila must take the following steps:

  • Interim Management: Implement, on at least an interim basis, a management plan that specifies the actions being taken to manage the FCOI going forward.

  • Retrospective Review Mandate: Sila's Compliance Committee (or designated official) must, within 120 days of Sila’s determination of noncompliance, complete a retrospective review of the Sila Representative’s activities and the DOE-funded project.

  • Purpose of Review: The purpose of the review is to determine whether any project activity, or portion thereof, conducted during the period of noncompliance, was biased in the purpose, design, conduct, or reporting of the project.

  • Documentation: The retrospective review must be documented and include, at a minimum, the following key elements:
    - DOE award number
    - Project title
    - Principal Investigator (PI) or Contact PI
    - Name of the Sila Representative with the FCOI
    - Name of the entity with which the Sila Representative has a FCOI
    - Reason(s) for the retrospective review
    - Detailed methodology used for the retrospective review
    - Findings of the review
    - Conclusions of the review

b. Mitigation Reporting

  • FCOI Report Update: Based on the results of the retrospective review, Sila must update the previously submitted FCOI report (if applicable), specifying the actions that will be taken to manage the FCOI going forward.

  • Notification of Bias: If the retrospective review concludes that bias is found, Sila is required to promptly notify the DOE program office and submit a separate mitigation report.

  • Mitigation Report Elements: The mitigation report must include, at a minimum:
    - The key elements documented in the retrospective review (listed in Section 2.6.2 a).
    - A description of the impact of the bias on the project.
    - Sila's plan of action or actions taken to eliminate or mitigate the effect of the bias (e.g., impact on the project, extent of harm done, analysis of whether the project is salvageable).

2.6.3 Public Accessibility of FCOI Information

Prior to expenditure of any DOE funds, and for the duration of the project period, Sila will make publicly accessible information concerning any then-current FCOI held by senior or key personnel on a DOE-funded project that is related to the DOE-funded project. This information will be available via Sila's website or provided in writing within five business days of any request. The information made available will include the Investigator's name, title, and role on the project; the name of the entity in which the Significant Financial Interest is held; the nature of the interest; and the approximate dollar value of the interest within applicable ranges, or a statement that the value cannot be readily determined.

2.7 Training and Compliance

  • Sila will provide annual training to Sila Representatives on this policy and related ethical standards. Sila Representatives must complete training on the policy prior to participating in any projects funded in whole or in part by a DOE financial assistance award and at least every four years. Additional training is required if the policy changes or a Sila Representative\l is found to be non-compliant.

  • Sila Representatives are responsible for reading, understanding, and complying with this policy.

  • Failure to comply with this policy may result in disciplinary action, up to and including termination of employment or contract.

  • Sila will make this Policy publicly accessible by posting on its website.

2.8 Policy Review and Amendment

This Conflict of Interest Policy will be reviewed and updated periodically to ensure its effectiveness and compliance with applicable laws and regulations.

2.9 Whistleblower Protection

Sila prohibits retaliation against any Sila Representative who reports a suspected violation of this Conflict of Interest policy in good faith. Sila will maintain confidentiality to the extent possible, consistent with applicable law and the need to conduct a thorough investigation.

2.10 Acknowledgement

All Sila Representatives must acknowledge in writing that they have received, read, and understood this policy and agree to comply with its provisions.

3. Definitions

  • Compliance Committee - The appointed members that are responsible for monitoring company compliance, which may be updated from time-to-time.

  • Conflict of Interest - A situation where a Sila Representative’s personal interests, or the interests of a related person or organization, may improperly influence, or appear to influence, their judgment or actions regarding their responsibilities to Sila. This includes, but is not limited to, financial interests, personal relationships, and outside activities.

  • Employee - Any individual employed by Sila, whether full-time, part-time, or temporary, and classified as a Sila employee for payroll purposes.

  • Financial Conflict of Interest (FCOI) – A Conflict of Interest in which a Sila Representative, or the Sila Representative’s spouse or dependent children, has a Significant Financial Interest that could directly and significantly affect the design, conduct, reporting, or funding of a project.

  • Investigator - The principal Investigator (PI) and any other person, regardless of title or position, who is responsible for the purpose, design, conduct, or reporting of a project funded by DOE or proposed for funding by DOE.

  • Outside Activity - Any activity outside of the Sila Representative’s employment with Sila, including but not limited to, employment, consulting, board memberships, volunteer work, or any other activity that may create a conflict of interest.

  • Related Person or Organization - Includes, but is not limited to, a Sila Representative’s spouse, domestic partner, children, parents, siblings, close friends, business partners, or any organization in which the Sila Representative or their immediate family has a significant financial or managerial interest.

  • Significant Financial Interest - Any financial interest of the Sila Representative, or the Sila Representative’s spouse or dependent children, that could reasonably be expected to influence a Sila Representative’s judgment or actions, including but not limited to, ownership of stock, bonds, or other securities, or any direct or indirect financial benefit.

Pursuant to federal transparency guidelines, information concerning identified and actively managed financial conflicts of interest involving Senior/Key Personnel on DOE-sponsored awards—if any such conflicts exist—is available to the public upon request.


To submit a valid inquiry under DOE Interim COI guidelines, please contact compliance@silanano.com. Sila will review the request and, if applicable under federal disclosure criteria, provide the required regulatory details within five (5) business days of receipt.

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