Non-Employee Director Compensation Policy
Exhibit 10.1
AMENDED AND RESTATED
NON-EMPLOYEE DIRECTOR COMPENSATION POLICY
Effective March 28, 2024
Each member of the Board of Directors (the “Board”) who is not also serving as an employee of or consultant to AN2 Therapeutics, Inc. (the “Company”) or any of its subsidiaries (each such member, an “Eligible Director”) will receive the compensation described in this Amended and Restated Non-Employee Director Compensation Policy for Board service effective as of the date first set forth above (the “Effective Date”). An Eligible Director may decline all or any portion of their compensation by giving notice to the Company prior to the date cash may be paid or equity awards are to be granted, as the case may be. This policy amends and restates the Non-Employee Director Compensation Policy previously adopted by the Board, is effective as of the Effective Date and may be amended at any time in the sole discretion of the Board or the Compensation Committee of the Board.
Annual Cash Compensation
The annual cash compensation amount set forth below is payable to Eligible Directors in equal quarterly installments, payable in arrears on the last day of each fiscal quarter in which the service occurred. If an Eligible Director joins the Board or a committee of the Board at a time other than effective as of the first day of a fiscal quarter, each annual retainer set forth below will be pro-rated based on days served in the applicable fiscal year, with the pro-rated amount paid for the first fiscal quarter in which the Eligible Director provides the service and regular full quarterly payments thereafter. All annual cash fees are vested upon payment.
a. All Eligible Directors: $35,000
b. Non-Employee Chair of the Board: $30,000 (in addition to (a) above)
c. Lead Independent Director: $25,000 (in addition to (a) above)
a. Chair of the Audit Committee: $15,000
b. Chair of the Compensation Committee: $15,000
c. Chair of the Nominating and Corporate Governance Committee: $8,000
a. Member of the Audit Committee: $7,500
b. Member of the Compensation Committee: $7,500
c. Member of the Nominating and Corporate Governance Committee: $4,000
Equity Compensation
The equity compensation set forth below will be granted under the Company’s 2022 Equity Incentive Plan (the “Plan”).
Expenses
The Company will reimburse Eligible Directors for ordinary, necessary and reasonable out-of-pocket travel expenses to cover in-person attendance at and participation in Board and committee meetings; provided, that the Eligible Director timely submit to the Company appropriate documentation substantiating such expenses in accordance with the Company’s travel and expense policy, as in effect from time to time.
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