Third Amended and Restated Non-Employee Director Compensation Policy, effective October 27, 2023
Exhibit 10.2
IMMUNOME, INC.
THIRD AMENDED AND RESTATED NON-EMPLOYEE
DIRECTOR COMPENSATION POLICY
Each member of the Board of Directors (the “Board”) of Immunome, Inc. (the “Company”) who is a non- employee director of the Company (each such member, a “Non-Employee Director”) will receive the compensation described in this Third Amended and Restated Non-Employee Director Compensation Policy (the “Policy”) for their Board service.
The Policy further amends and restates, and supersedes in its entirety, the Second Amended and Restated Non-Employee Director Compensation Policy adopted June 15, 2022, effective as of October 27, 2023. The Policy may be further amended and/or restated at any time in the sole discretion of the Board or the Compensation Committee of the Board.
A Non-Employee Director may decline all or any portion of their compensation by giving notice to the Company on or prior to the date cash is to be paid or equity awards are to be granted, as the case may be.
Annual Cash Compensation
Commencing at the beginning of the first calendar quarter following the Effective Date, each Non- Employee Director will receive a cash retainer for service on the Board and committees of the Board. The annual cash retainers will be payable in arrears in four equal quarterly installments within 30 days after the end of each calendar quarter in which the service occurred, provided that the amount of such payment will be prorated for any portion of such quarter that the Non-Employee Director is not serving on the Board.
1. | Annual Board Service Retainer: |
a. | All Non-Employee Directors: $40,000 |
b. | Chairperson or Lead Independent Director: $60,000 (in lieu of amount listed above) |
2. | Annual Committee Member Service Retainer (in addition to Annual Board Service Retainer): |
a. | Member of the Audit Committee: $7,500 |
b. | Member of the Compensation Committee: $5,000 |
c. | Member of the Nominating and Corporate Governance Committee: $5,000 |
3. | Annual Committee Chair Service Retainer (inclusive of the Annual Committee Member Service Retainer): |
a. | Chairperson of the Audit Committee: $15,000 |
b. | Chairperson of the Compensation Committee: $10,000 |
c. | Chairperson of the Nominating and Corporate Governance Committee: $10,000 |
Equity Compensation
Equity awards will be granted under the Company’s 2020 Equity Incentive Plan or any successor equity
incentive plan (the “Plan”). All stock options granted under the Policy will be nonstatutory stock options, with a term of ten years from the date of grant, subject to earlier termination upon a termination of the Continuous Service (as defined in the Plan) of the Non-Employee Director and an exercise price per share equal to 100% of the Fair Market Value (as defined in the Plan) of the underlying shares of commons stock of the Company on the date of grant. Vesting schedules for equity awards will be subject to the non- employee director’s continuous service on each applicable vesting date.
(a)Automatic Equity Grants.
(i)Initial Grant for New Directors. Without any further action of the Board, each person who (i) after the Effective Date, is elected or appointed for the first time to be a Non-Employee Director or (ii) was appointed to for the first time to be a Non-Employee Director in connection with the closing of the merger pursuant to the terms of the Agreement and Plan of Merger and Reorganization dated June 29, 2023, by and among the Company, Ibiza Merger Sub, Inc., and Morphimmune Inc., will automatically, upon the later of (x) the date of their initial election or appointment to be a Non-Employee Director and (y) the Effective Date, be granted a stock option to purchase shares of common stock with an aggregate Black-Scholes option value of $270,000 (the “Initial Grant”). Each Initial Grant will vest in equal quarterly installments following the date of grant such that the option is fully vested on the third anniversary of the date of grant, subject to the Non-Employee Director’s Continuous Service through each applicable vesting date.
(ii)Annual Grant. Without any further action of the Board, on the business day following each annual meeting of stockholders of the Company, commencing with the 2024 annual meeting of the stockholders, each person who is then a Non-Employee Director will automatically be granted an option to purchase shares of common stock with an aggregate Black-Scholes option value of $135,000 (the “Annual Grant”). Each Annual Grant will vest in equal quarterly installments over the four quarters following the date of grant such that the option is fully vested on the first anniversary of the date of grant, subject to the Non-Employee Director’s Continuous Service through each applicable vesting date.
(b)Change in Control. Notwithstanding the foregoing vesting schedules, for each Non-Employee Director who remains in Continuous Service with the Company until immediately prior to the closing of a “Change in Control” (as defined in the Plan), the shares subject to their then-outstanding Initial Grant or Annual Grant that were granted pursuant to the Policy will become fully vested immediately prior to the closing of such Change in Control.
(c)Remaining Terms. Following the termination of the Non-Employee Director’s Continuous Service, the Initial Grant and each Annual Grant will be exerciseable for a period of one year from the date the Non-Employee Director’s Continuous Service terminates. The remaining terms and conditions of each stock option, including transferability, exercisability, termination and expiration, will be as set forth in the Company’s standard Option Agreement, in the form adopted from time to time by the Board.
Expenses
The Company will reimburse each Non-Employee Director for reasonable out-of-pocket travel expenses to cover in-person attendance at and participation in Board and committee meetings, including first class travel expenses for attending meetings of the Board; provided, that such Non- Employee Director timely submit to the Company appropriate documentation substantiating such expenses in accordance with the Company’s travel and expense policy, as in effect from time to time.
Non-Employee Director Compensation Limit
Notwithstanding the foregoing, the aggregate value of all compensation granted or paid, as applicable, to any individual for service as a Non-Employee Director shall in no event exceed the limits set forth in Section 3(d)
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of the Plan.
Approved: September 5, 2020
Effective Date of Original Plan: October 2, 2020
Effective Date of Plan (Amended and Restated): July 13, 2021
Effective Date of Plan (Second Amended and Restated): June 15, 2022
Effective Date of Plan (Third Amended and Restated): October 27, 2023
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