Cara Therapeutics, Inc. Amended and Restated Non-Employee Director Compensation Policy (April 1, 2023)
Cara Therapeutics, Inc. has established a compensation policy for its non-employee directors, effective April 1, 2023. The policy provides for initial and annual equity awards, including stock options and restricted stock units, with vesting schedules tied to continued board service. Directors also receive annual cash retainers and additional fees for serving as chairpersons or committee members, paid quarterly. The company reimburses reasonable travel and out-of-pocket expenses related to board duties. The policy outlines the compensation structure and conditions for non-employee directors serving on the board and its committees.
Exhibit 10.2
CARA THERAPEUTICS, INC.
AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR COMPENSATION POLICY
(AS AMENDED ON APRIL 1, 2023)
Equity:
· | Initial option grant upon joining the board: Black-Scholes value of $350,000 |
· | Annual equity awards granted on the date of each annual meeting of stockholders (for directors continuing as directors following the annual meeting): |
For the Chairperson or Lead Independent Director:
o | Option: Black-Scholes value of $200,000 |
o | Restricted stock units: grant date fair value of $200,000 |
For each other member of the Board:
o | Option: Black-Scholes value of $100,000 |
o | Restricted stock units: grant date fair value of $100,000 |
The initial option grant will vest over three years in 12 equal quarterly installments, from the date of appointment, subject to the director’s continued service as a director through each such vesting date.
Each annual equity award will vest on the earlier of (1) the one year anniversary of the date of grant and (2) immediately prior to the next annual meeting of stockholders following the date of grant, in each case, subject to the director’s continued service as a director through such date.
Cash Comp:
· | Annual board retainer fee - $50,000 |
· | Chairperson or Lead Independent Director (if any) fee - $35,000 |
· | Audit Committee |
o | Chairperson fee (including member fee) - $20,000 |
o | Member fee - $10,000 |
· | Compensation Committee |
o | Chairperson fee (including member fee) - $15,000 |
o | Member fee - $7,500 |
· | Nominating and Corporate Governance Committee |
o | Chairperson fee (including member fee) - $10,000 |
o | Member fee - $5,000 |
These retainers are payable in arrears in four equal quarterly installments on the last day of each quarter, provided that the amount of such payment will be prorated for any portion of such quarter that the director is not serving on the board of directors or applicable committee.
Reimbursement of Expenses:
The Company will reimburse non-employee directors for reasonable travel and out-of-pocket expenses incurred in connection with attending board of director and committee meetings.
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