Type of Compensation | Amount and Form of Payment | ||||
Annual cash retainer* | $40,000 (and an additional annual cash retainer of $30,000 for the chair of the Board) | ||||
Additional annual cash retainer for members of the Audit Committee | $7,500 ($15,000 for the chair of the Audit Committee) | ||||
Additional annual cash retainer for members of the Compensation Committee | $5,000 ($10,000 for the chair of the Compensation Committee) | ||||
Additional annual cash retainer for members of the Nominating and Corporate Governance ("NCG") Committee | $5,000 ($10,000 for the chair of the NCG Committee) | ||||
Additional annual cash retainer for members of the Research and Development ("R&D") Committee | $5,000 ($10,000 for the chair of the R&D Committee) | ||||
Initial equity retainer | Each Covered Non-Employee Director who is first elected to the Board will, upon his or her initial election to the Board, be granted 18,000 stock options, such stock options to vest in equal monthly installments over a period of three years commencing from the date of grant, subject to the Covered Non-Employee Director's continued service to the Board through the applicable vesting date. |
Annual equity retainer | Commencing in fiscal 2025, on the date of the first meeting of the Board following the annual meeting of stockholders of the Company, each Covered Non Employee Director who is not first elected or appointed to the Board during the fiscal year of such meeting (including, for the avoidance of doubt, at the time of the annual meeting) shall be granted 9,000 stock options, such stock options to vest on the earlier of the one-year anniversary of the date of grant or the date of the next annual meeting of stockholders of the Company, subject to the Covered Non-Employee Director's continued service to the Board through the applicable vesting date. For the avoidance of doubt, in no event shall a Covered Non Employee Director receive both an initial equity award and an annual equity award in their first calendar year of service on the Board. | ||||
Additional equity terms | Each stock option grant will be subject to the terms and conditions of the Company's 2024 Equity Incentive Plan (or any successor plan), including any individual limits contained therein. | ||||
Approval | The Board or the Compensation Committee thereof shall approve the grants described in this Non Employee Director Compensation Policy. |