Sigilon Therapeutics, Inc. Non-Employee Director Compensation Policy
Exhibit 10.23
SIGILON THERAPEUTICS, INC.
NON-EMPLOYEE DIRECTOR COMPENSATION POLICY
Effective as of the initial public offering (the IPO) of the common stock of Sigilon Therapeutics, Inc. (the Company), each individual who provides services to the Company as a director, other than a director who is employed by the Company or a subsidiary (a Non-Employee Director), shall be entitled to receive the following compensation, subject to the limitations on annual Non-Employee Director compensation set forth in the Companys 2020 Equity Incentive Plan:
Type of |
| Amount and |
Annual cash fee |
| $35,000 ($65,000 for the chairman of the Board of Directors (the Board)) |
Additional annual cash fee for members of the Audit Committee |
| $7,500 ($15,000 for the Audit Committee chairman) |
Additional annual cash fee for members of the Compensation Committee |
| $5,000 ($10,000 for the Compensation Committee chairman) |
Additional annual cash fee for members of the Nominating and Corporate Governance Committee |
| $4,000 ($8,000 for the Nominating and Corporate Governance Committee chairman) |
Equity compensation |
| Each Non-Employee Director who is first elected or appointed to the Board following the IPO shall, upon his or her initial election or appointment to the Board, be granted an option to purchase 40,000 shares of the Companys common stock (the Initial Option), such option to vest as to one-third of the shares subject to the option on each of the first, second and third anniversaries of the date of grant, subject to the Non-Employee Directors continued service to the Board through each applicable vesting date. Notwithstanding the foregoing, in no event will the Initial Option have a grant date fair value, determined in accordance with FASB ASC Topic 718 (or any successor provision) (ASC Topic 718), that exceeds $600,000. |
|
| Employee Directors continued service to the Board through the applicable vesting date. Notwithstanding the foregoing, in no event will the Annual Option have a grant date fair value, determined in accordance with FASB ASC Topic 718 (or any successor provision) (ASC Topic 718), that exceeds $300,000. |
All cash fees shall be payable in arrears on a quarterly basis or upon the earlier resignation or removal of the Non-Employee Director and shall be prorated for any calendar quarter of partial service, based on the number of calendar days the Non-Employee Director was a member of the Board. For the calendar quarter during which the IPO occurs, all annual cash fees shall be prorated based on the number of calendar days the Non-Employee Director was a member of the Board following the IPO.
In addition, Non-Employee Directors will be reimbursed by the Company for reasonable travel and other expenses incurred in connection with the Non-Employee Directors attendance at Board and committee meetings, in accordance with the Companys policies as in effect from time to time.
For the avoidance of doubt, directors who are employees of the Company or one of its subsidiaries will not receive compensation for their service as a director.
The Board (or the compensation committee thereof) may amend this Non-Employee Director Compensation Policy at any time.