Vertex Pharmaceuticals Non-Employee Director Compensation Policy (2018)

Contract Categories: Human Resources › Compensation Agreements
Summary

This document outlines the annual compensation for non-employee members of Vertex Pharmaceuticals' Board of Directors. It specifies annual cash retainers for board service, additional fees for committee chairs and members, and compensation for the Lead Independent Director. Directors also receive annual and initial equity grants, with options vesting immediately and restricted stock units vesting after one year. Directors may choose to defer their cash and equity compensation into deferred stock units, which convert to common stock under certain conditions.

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EX-10.39 2 a10k_2018-exhibit1039.htm EXHIBIT 10.39 Exhibit


Exhibit 10.39

Vertex Pharmaceuticals Annual Non-Employee Board Compensation
 
 
 
 
Annual Retainer
$100,000
 
 
 
 
 
Committee Chair Compensation
 
 
 
Audit & Finance Committee Chair
$30,000 annual retainer
 
Management Development & Compensation Committee Chair
$25,000 annual retainer
 
Corporate Governance & Nominating Committee Chair
$20,000 annual retainer
 
Science & Technology Committee Chair
$20,000 annual retainer
 
 
 
Committee Membership Fee (Non Chairs)
 
 
Audit & Finance Committee Member
$15,000 annual retainer
 
Management Development & Compensation Committee Member
$12,500 annual retainer
 
Corporate Governance & Nominating Committee Member
$10,000 annual retainer
 
Science & Technology Committee Member
$10,000 annual retainer
 
 
 
 
Lead Independent Director Compensation
$40,000 annual retainer
 
 
 
 
Annual Equity Grants
 
 
 
Annually on June 1, $400,000 in value-based awards, comprised at the director's election of restricted stock units and/or options
•   Options are fully vested upon grant
•   Restricted stock units cliff vest on the 1 year anniversary of the grant date
Initial Equity Grants
 
 
 
On date director joins the board of directors, a $400,000 restricted stock unit award that vests on the first anniversary of the grant date.
 
 
 
 
 
 
Each of our non-employee directors is eligible to defer the cash and restricted stock portion of his/her compensation set forth above and elect to receive deferred stock units that convert to common stock in specified circumstances.