Non-Employee Director Compensation Policy for Evofem Biosciences, Inc.

Summary

This policy outlines the compensation for non-employee directors of Evofem Biosciences, Inc. Non-employee directors receive an annual cash retainer of $50,000, with additional cash compensation for serving as Chairman or as chair or member of key committees. Directors also receive stock option grants: 75,000 shares upon initial appointment (vesting over three years) and 90,000 shares annually (vesting in one year). The policy specifies the amounts and vesting schedules for both cash and equity compensation.

EX-10.31 6 evfm-12312020ex1031nonxemp.htm EX-10.31 Document

Exhibit 10.31

Non-Employee Director Compensation Policy

The following non-employee director compensation shall apply to all non-employee directors of the Company.

•Each non-employee director will receive an annual cash retainer in the amount of $50,000 per year.

•The Chairman of the Board will receive an additional annual cash retainer in the amount of $40,000 per year.

•The chairperson of the audit committee will receive additional annual cash compensation in the amount of $20,000 per year for such chairperson’s service on the audit committee. Each non-chairperson member of the audit committee will receive additional annual cash compensation in the amount of $10,000 per year for such member’s service on the audit committee.

•The chairperson of the compensation committee will receive additional annual cash compensation in the amount of $15,000 per year for such chairperson’s service on the compensation committee. Each non-chairperson member of the compensation committee will receive additional annual cash compensation in the amount of $7,500 per year for such member’s service on the compensation committee.

•The chairperson of the nominating and corporate governance committee will receive additional annual cash compensation in the amount of $11,250 per year for such chairperson’s service on the nominating and corporate governance committee. Each non-chairperson member of the nominating and corporate governance committee will receive additional annual cash compensation in the amount of $5,000 per year for such member’s service on the nominating and corporate governance committee.

•Each non-employee directors will receive a stock option grant with an initial grant equal 75,000 shares of the Company’s common stock upon a director’s initial appointment or election to the Board of Directors, vesting quarterly over a 3 year period and an annual stock option grant equal 90,000 shares of the Company’s common stock on the date of each annual stockholder’s meeting thereafter, fully vesting in one year from the date of grant.