Non-Employee Director Compensation Policy
Exhibit 10.18
GLOBAL BLOOD THERAPEUTICS, INC.
NON-EMPLOYEE DIRECTOR COMPENSATION POLICY
The purpose of this Non-Employee Director Compensation Policy (the “Policy”) of Global Blood Therapeutics, Inc., a Delaware corporation (the “Company”), is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber directors who are not employees or officers of the Company. In furtherance of this purpose, effective as of the effective time of the registration statement for the Company’s initial firm commitment underwritten public offering of equity securities (the “Effective Date”), all non-employee directors shall be paid compensation for services provided to the Company as set forth below:1
Cash Retainers
Annual Retainer for Board Membership: $40,000 for general availability and participation in meetings and conference calls of our Board of Directors (the “Board”). Additional $20,000 for service as lead independent director or non-executive Chairperson of the Board. No additional compensation for attending individual Board meetings.
Additional Annual Retainers for Committee Membership and Service as Chairperson:
| Audit Committee Chairperson: | $ | 20,000 | ||
| Audit Committee member: | $ | 10,000 | ||
| Compensation Committee Chairperson: | $ | 15,000 | ||
| Compensation Committee member: | $ | 7,500 | ||
| Nominating and Corporate Governance Committee Chairperson: | $ | 10,000 | ||
| Nominating and Corporate Governance Committee member: | $ | 5,000 | ||
| Commercial Committee Chairperson: | $ | 15,000 | ||
| Commercial Committee member: | $ | 7,500 | ||
| Research and Development Committee Chairperson: | $ | 15,000 | ||
| Research and Development Committee member: | $ | 7,500 | ||
No additional compensation for attending individual committee meetings.
| 1 | Upon effectiveness, this policy shall supersede any prior arrangements between the Company and the directors. |
All cash retainers will be paid quarterly, in arrears, or upon the earlier resignation or removal of the non-employee director. Cash retainers owing to non-employee directors shall be annualized, meaning that with respect to non-employee directors who join the Board during the calendar year, such amounts shall be pro-rated based on the number of calendar days served by such director.
Equity Retainers
Initial Equity Grants: One-time equity grants to each new non-employee director upon his/her election to the Board after the Effective Date of (a) an option to purchase 15,000 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”) and (b) a grant of restricted stock units for 9,600 shares of Common Stock. Such initial option grant shall vest in equal monthly installments during the 36 months following the date upon which the director is first elected to the Board and such initial restricted stock unit grant shall vest in equal annual installments during the three years following the date upon which the director is first elected to the Board, in each case subject to the director’s continued service on the Board.
On the date of each Annual Meeting of Stockholders: Annual equity grants to each non-employee director serving on the Board immediately following the Company’s annual meeting of stockholders consisting of (a) an option to purchase 7,500 shares of Common Stock and (b) restricted stock units for 4,800 shares of Common Stock. Such annual option grant shall vest in equal monthly installments during the 12 months following the date of grant, and such annual restricted stock unit grant shall vest in a single installment on the first anniversary of the date of grant, in each case subject to the director’s continued service on the Board as of such date.
Additional Equity Grants: In addition to the foregoing, non-employee directors may also be granted such additional stock options or restricted stock units in such amounts and on such dates as the Board may recommend.
Upon the consummation of a Sale Event (as defined in the Company’s 2015 Stock Option and Incentive Plan, as may be amended, restated or otherwise modified from time to time), the vesting of all outstanding unvested stock options and restricted stock units granted to each non-employee director under this policy shall accelerate in full.
The form of option agreement will give directors up to one year following cessation of service as a director to exercise the options (to the extent vested at the date of such cessation), provided that the director has not been removed for cause.
All of the foregoing option grants will have an exercise price equal to the fair market value of a share of Common Stock on the date of grant.
Expenses
The Company shall reimburse all reasonable out-of-pocket expenses incurred by non-employee directors in attending Board and committee meetings.
Amended and Restated Version Approved by the Board of Directors on September 8, 2016.
Amended: December 19, 2018
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