Caladrius Biosciences, Inc. Director Compensation Policy (as of December 4, 2018)

Summary

Caladrius Biosciences, Inc. has established a compensation policy for its non-employee Board members. The policy outlines annual cash retainers for Board service, additional compensation for serving as Lead Director or Non-executive Chair, and specific payments for committee membership and chair roles. Board members also receive annual grants of restricted stock, with vesting terms specified for both ongoing and newly appointed members. This policy ensures clear and consistent compensation for directors based on their roles and responsibilities.

EX-10.1 2 exhibit101directorcompensa.htm EXHIBIT 10.1 Exhibit

Exhibit 10.1

Director Compensation Policy

On December 4, 2018 the Compensation Committee of Caladrius Biosciences, Inc. (the "Company"), after consultation with the Board, adopted the revised Board of Directors Compensation Policy (the "Board of Directors Compensation Policy"), for all non-employee Board members, which policy was previously amended by the Board on March 27, 2018, May 16, 2017 and December 4, 2016, and currently provides that:


•	each Board member shall be authorized to receive an annual cash compensation retainer of $40,000 for his or her service as a Board member;


•	the Lead Director shall be authorized to receive an additional annual cash compensation retainer of $10,000 for his or her service as the Lead Director;


•	the Non-executive Chair shall be authorized to receive an additional annual cash compensation retainer of $30,000 for his or her service as the Non-executive Chair;


•	each member of the Company's Audit Committee shall be entitled to receive annual cash compensation of $8,000 for his or her service on such committee;


•	each member of the Company's Compensation Committee shall be entitled to receive annual cash compensation of $6,000 for his or her service on such committee;


•	each member of the Company's Nominating and Governance Committee shall be entitled to receive annual cash compensation of $4,500 for his or her service on such committee;


•	each member of the Company's Science and Technology Committee shall be entitled to receive annual cash compensation of$4,500 for his or her service on such committee;


•	the Audit Committee Chair shall be authorized to receive annual cash compensation of $18,000 for his or her service as the Chair;


•	the Compensation Committee Chair shall be authorized to receive annual cash compensation of $12,000 for his or her service as the Chair;


•	the Nominating and Governance Committee Chair shall be authorized to receive annual cash compensation of $9,000 for his or her service as the Chair;


•	the Science and Technology Committee Chair shall be authorized to receive annual cash compensation of $9,000 for his or her service as the Chair;


•	each member of the Board shall receive annually on the second Monday in January a grant of restricted stock with a Black Scholes value of $60,000 with the number of shares to be issued on the grant date calculated based on the grant date fair value with annual vesting at one year from the grant date; and


•	each newly appointed Board member shall receive an initial grant of restricted stock with a Black Scholes value of $60,000 with the number of shares to be issued on the grant date calculated based on the grant date fair value with one-third vesting annually on each of the first, second and third anniversaries of the grant date.