Annual Cash Retainer
Under the Non-Employee Director Compensation Policy, each of our non-employee directors is entitled to receive the following cash compensation for services on our board of directors and committees thereof, as follows:
| | | | |
Title | | Annual Cash Retainer | |
All Eligible Directors (the “Eligible Director Retainer”): | | $ | 45,000 | |
Chairperson of the Board (in addition to Eligible Director Retainer): | | $ | 25,000 | |
Lead Independent Director (in addition to Eligible Director Retainer): | | $ | 15,000 | |
Chairperson of the Audit Committee: | | $ | 15,000 | |
Member of the Audit Committee: | | $ | 7,500 | |
Chairperson of the Compensation Committee: | | $ | 10,000 | |
Member of the Compensation Committee: | | $ | 5,000 | |
Chairperson of the Nominating and Corporate Governance Committee: | | $ | 10,000 | |
Member of the Nominating and Corporate Governance Committee: | | $ | 5,000 | |
The annual cash compensation amounts are payable in equal quarterly installments, in arrears following the end of each quarter in which the service occurred, pro-rated for any partial quarters. The board members will not receive any additional compensation for attendance at board or committee meetings.
Equity Compensation
On the date hereof, each non-employee director currently serving on our board of directors was granted a restricted stock unit award (“RSU award”) covering the number of shares of our Common Stock equal to (i) $100,000, divided by (ii) the closing sales price per share of our Common Stock on the date of grant (each a “Legacy Director RSU”). 25% of each Legacy Director RSU will be vested as of the date of grant and the remainder will vest in three equal installments on each of December 31, 2021, March 31, 2022 and June 30, 2022, subject to the non-employee director’s continuous service through each applicable vesting date.
Each non-employee director elected or appointed to our board of directors after the date hereof will automatically, upon the date of his or her initial election or appointment as a non-employee director (or, if such date is not a business day, the first business day thereafter), be granted an RSU award covering the number of shares of our Common Stock equal to (i) $275,000 divided by (ii) the closing sales price per share of our Common Stock on the applicable grant date, rounded down to the nearest whole share. Each initial grant will vest in a series of successive equal quarterly installments over the three-year period measured from the applicable grant date, subject to the non-employee director’s continuous service through each applicable vesting date.
At the close of business on the date of each annual meeting of stockholders that occurs following the date hereof, each non-employee director will automatically be granted an RSU award covering the number of shares of our Common Stock equal to (i) $100,000, divided by (ii) the closing sales price per share of our Common Stock on the date of the applicable annual meeting. For a non-employee director who was appointed to our board of directors less than 365 days prior to the applicable annual meeting, the $100,000 will be prorated based on the number of days from the date of appointment until such annual meeting. Each annual grant will vest in a series of successive quarterly installments over the one-year period measured from the applicable grant date, subject to the non-employee director’s continuous service through each applicable vesting date such that each annual grant will be fully vested on the earlier of (i) the date of the following annual meeting of our stockholders (or the date immediately prior to the next annual meeting of our stockholders if the non-employee director’s service as a director ends at such meeting due to the director’s failure to be re-elected or the director not standing for re-election) or (ii) the one year anniversary measured from the date of grant, each subject to continued service as a director through each applicable vesting date.
In the event of a Change of Control (as defined in our 2021 Equity Incentive Plan), any then-outstanding equity awards that were granted pursuant to the Non-Employee Director Compensation Policy will become fully vested immediately prior to the closing of such Change of Control, subject to the non-employee director’s continuous service with us on the closing date of the Change of Control.
All RSU awards shall be issued pursuant to the terms of our 2021 Equity Incentive Plan.
The foregoing description of the Non-Employee Director Compensation Policy is not complete and is subject to and qualified in its entirety by reference to the Non-Employee Director Compensation Policy, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
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