Akcea Therapeutics Non-Employee Director Compensation Memorandum (March 2018)
Akcea Therapeutics, Inc. outlines compensation for its non-employee Board members in this memorandum. Each non-employee director receives an annual cash retainer, additional cash for serving as Board or committee chair or member, and stock option awards upon joining and for each year of service. Stock options vest over four years and accelerate upon a change of control. Employees of Ionis serving on the Board are not eligible for this compensation. Akcea may amend this policy at any time.
Exhibit 10.12
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| Akcea Therapeutics, Inc. 55 Cambridge Parkway, Suite 100 Cambridge, MA 02142
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MEMORANDUM
| Date: |
| March 9, 2018 |
| To: |
| Akcea Board of Directors |
| From: |
| Paula Soteropoulos, President & CEO |
| Subject: |
| Board of Director Compensation |
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Akcea values the contributions made by its Board of directors. In recognition of these valuable contributions, Akcea will provide each non-employee Director1 with the compensation described in this memo.
Cash Compensation
Each non-employee Director will receive cash compensation based on his/her role on the Board and Board committees:
| Role | Cash Compensation |
| Board Member (Base retainer) | $40,000 |
| Chairman of the Board (Additional) | $25,000 |
| Committee Chairs (Additional) |
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| -Audit | $18,000 |
| -Compensation | $12,500 |
| -Nominating & Gov. | $8,000 |
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| Committee Member (Additional) |
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| -Audit | $9,000 |
| -Compensation | $6,000 |
| -Nominating & Gov. | $4,500 |
Equity Compensation
Each non-employee Director will receive an initial stock option award upon joining the Board, and will receive an annual stock option award for each year of continued service, as follows:
| Stock Option Award | No. of Shares |
| Initial Stock Option Equity Grant | 53,000 |
| Annual Stock Option Equity Grant | 26,400 |
The exercise price of each option will be the fair market value of Akcea’s common stock on the date of grant.
The options will vest over a four-year period in equal annual installments and be subject to the terms of Akcea’s 2015 Equity Incentive Plan. The vesting of the options will accelerate in the case of a change of control of Akcea, as further described your option agreement and the 2015 Equity Incentive Plan.
Akcea reserves the right to amend this compensation policy at any time
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| 1 | Employees of Ionis who serve on the Akcea Board are not eligible for compensation as Akcea Board members. |
