Concert Pharmaceuticals, Inc. Director Compensation Program Summary
Concert Pharmaceuticals, Inc. has established a compensation program for its non-employee directors, effective at the time of its initial public offering. Non-employee directors receive annual cash retainers for serving on the board and its committees, with higher fees for chairpersons. Directors are also reimbursed for reasonable travel and meeting expenses. Additionally, new directors receive stock options that vest over three years, and continuing directors receive annual stock options that vest over one year, both subject to continued service and accelerated vesting upon a change in control.
Exhibit 10.20
SUMMARY OF DIRECTOR COMPENSATION PROGRAM
The board of directors (the “Board”) of Concert Pharmaceuticals, Inc. (the “Company”) has approved a director compensation program to be effective at the time of the Company’s initial public offering. Under this director compensation program, the Company will pay its non-employee directors retainers in cash. Each non-employee director will receive a cash retainer for service on the Board and for service on each committee of which the director is a member. The chairmen of the Board and of each committee will receive higher retainers for such service. These fees are payable quarterly in arrears. The fees paid to non-employee directors for service on the Board and for service on each committee of the Board of which the director is a member are as follows:
| Member Annual Fee | Chairman Annual Fee | |||||||
| Board of Directors | $ | 30,000 | $ | 60,000 | ||||
| Audit Committee | $ | 7,500 | $ | 15,000 | ||||
| Compensation Committee | $ | 5,000 | $ | 10,000 | ||||
| Nominating and Corporate Governance Committee | $ | 3,000 | $ | 7,000 | ||||
The Company will also reimburse its non-employee directors for reasonable travel and out-of-pocket expenses incurred in connection with attending Board and committee meetings.
In addition, under the Company’s director compensation program, each director elected to the Board after the closing of the Company’s initial public offering will receive an option to purchase 25,000 shares of the Company’s common stock. Each of these options will vest in equal quarterly installments over a three-year period measured from the date of grant, subject to the director’s continued service as a director, and will become exercisable in full upon a change in control of the Company. Further, on the date of the first Board meeting held after each annual meeting of stockholders, each director that has served on the Board for at least six months will receive an option to purchase 10,000 shares of the Company’s common stock. Each of these options will vest in equal quarterly installments over a one-year period measured from the date of grant, subject to the director’s continued service as a director, and will become exercisable in full upon a change in control of the Company. The exercise price of these options will equal the fair market value of the Company’s common stock on the date of grant.
