Millennium Pharmaceuticals, Inc. Non-Employee Director Compensation Policy
Millennium Pharmaceuticals, Inc. compensates its non-employee directors with a combination of cash retainers, meeting fees, and stock options. Directors can choose to receive their annual retainer in cash or company stock. Additional retainers are paid for serving as chairman, vice chairman, or committee chair. Directors also receive stock option grants upon joining the board and annually thereafter, with vesting over time. Millennium reimburses reasonable travel and out-of-pocket expenses related to board service. Directors who are also employees do not receive extra compensation for board service.
Exhibit 10.26
Millennium Pharmaceuticals, Inc.
Description of Non-Employee Director Compensation
We do not pay directors who are also Millennium employees any additional compensation for their service as a director. We do pay our non-employee directors for their service as directors.
Each year, the Board Governance Committee reviews the compensation we pay to our non-employee directors. The Committee compares our Board compensation to compensation paid to non-employee directors by similarly sized public companies in similar businesses. The Committee also considers the responsibilities that we ask our Board members to assume and the amount of time required to perform those responsibilities.
Below we show the rate of compensation that we pay to our non-employee directors.
Cash Compensation
Beginning in 2007, directors may choose to receive all or a portion of their annual retainer in the form of Millennium common stock.
Each director who is not an employee of Millennium receives:
Type of Fee |
| Amount |
| For each |
| |
Annual retainer: |
| $ | 40,000 |
| Year of service |
|
Additional annual retainer for chairman of the board: |
| $ | 20,000 |
| Year of service |
|
Additional annual retainer for vice chairman of the board: |
| $ | 10,000 |
| Year of service |
|
Additional annual retainer for chairman of audit committee: |
| $ | 10,000 |
| Year of service |
|
Additional annual retainer for committee chairman (other than audit chairman): |
| $ | 5,000 |
| Year of service |
|
Attendance: |
| $ | 2,000 |
| Board meeting |
|
|
| $ | 1,000 |
| Board meeting by |
|
|
| $ | 1,000 |
| Board committee |
|
|
| $ | 750 |
| Board committee |
|
Millennium also reimburses non-employee directors for reasonable travel and out-of-pocket expenses in connection with their service as directors.
Stock Compensation
In addition to Millennium Common Stock that a director may choose to receive in lieu of all or a portion of the cash retainer, under the option program for directors adopted by the Board, our non-employee directors receive stock option grants as follows:
| Number |
| Granted |
| Vesting |
| |
Initial Option Grant: |
| 35,000 |
| the date the director is first |
| vest on a monthly |
|
Annual Option Grant: |
| 15,000 |
| May 1st, June 1st and |
| 1/12th monthly |
|
Non-employee Chairman of |
|
|
|
|
|
|
|
the Board: |
| 10,000 |
| the dates of the annual |
| 1/12th monthly |
|
Chairman of audit |
|
|
|
|
|
|
|
committee: |
| 5,000 |
| the dates of the annual |
| 1/12th monthly |
|
Committee chairman (other |
|
|
|
|
|
|
|
than audit chairman): |
| 2,500 |
| the dates of the annual |
| 1/12th monthly |
|
Vice Chairman of the |
|
|
|
|
|
|
|
Board: |
| 5,000 |
| the dates of the annual |
| 1/12th monthly |
|