Vertex Pharmaceuticals Non-Employee Board Member Compensation Policy
This document outlines the compensation policy for non-employee members of the Vertex Pharmaceuticals Board of Directors. It specifies annual retainers, meeting fees for both in-person and telephonic participation, additional compensation for committee chairs, and details on equity grants, including stock options awarded upon joining the board and annually thereafter. The policy also provides for extra options for the Chairman or Lead Independent Director. The agreement sets clear terms for how and when board members are compensated for their service.
Exhibit 10.59
Vertex Pharmaceuticals Non-Employee Board Compensation
| Annual Retainer: | $25,000 |
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| Board Meeting Fees |
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| In-Person Board Meetings | $2,500 |
| Telephonic Board Meetings | $1,250 (none for meetings called for less than 30 minutes) |
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| Committee Meeting Fees |
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| In-Person on Regular Board Meeting Day | $500 |
| In-Person Meeting held on Day other than regular | $1,000 |
| Board Meeting Day |
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| Telephone Meeting | $375 |
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| Committee Chair Compensation |
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| Audit & Finance Chair | $20,000 annual retainer |
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| Corporate Governance & Nominating | $20,000 annual retainer |
| Committee Chair |
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| Management Development & Compensation Committee Chair | $14,000 annual retainer |
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| Equity Grants | Upon first election to the Board, 30,000 options, vesting quarterly over four years; and |
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| On June 1 of each year in service, 20,000 fully vested options |
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| On June 1 of each year, 20,000 fully vested options for the Chairman of the Board, if independent, or the Lead Independent Director. |
