Non-Employee Director Compensation Plan
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. |
