Vertex Pharmaceuticals (VRTX) 10-K 2021 FY Annual report

Exhibit 10.39

Vertex Pharmaceuticals Incorporated Annual Non-Employee Board Compensation
Annual Retainer	$100,000
Committee Chair Compensation
Audit & Finance Committee Chair	$30,000 annual retainer
Management Development & Compensation Committee Chair	$25,000 annual retainer
Corporate Governance & Nominating Committee Chair	$25,000 annual retainer
Science & Technology Committee Chair	$25,000 annual retainer
Committee Membership Fee (Non-Chairs)
Audit & Finance Committee Member	$15,000 annual retainer
Management Development & Compensation Committee Member	$12,500 annual retainer
Corporate Governance & Nominating Committee Member	$10,000 annual retainer
Science & Technology Committee Member	$10,000 annual retainer
Lead Independent Director Compensation	$40,000 annual retainer
Annual Equity Grants
Annually on May 1, $400,000 in value-based awards, comprised at the director's election of restricted stock units and/or options •Options are fully vested upon grant •Restricted stock units cliff vest on the 1 year anniversary of the grant date
Initial Equity Grants
On date director joins the board of directors, a $400,000 restricted stock unit award that vests on the first anniversary of the grant date.
Each of our non-employee directors is eligible to defer the cash and restricted stock portion of his/her compensation set forth above and elect to receive deferred stock units that convert to common stock in specified circumstances.