Non-Employee Director Compensation Policy
VOR BIOPHARMA INC.
NON-EMPLOYEE DIRECTOR COMPENSATION POLICY
Each member of the Board of Directors (the Board) who is not also serving as an employee of or consultant to Vor Biopharma Inc. (the Company) or any of its subsidiaries (each such member, an Eligible Director) will receive the compensation described in this Non-Employee Director Compensation Policy for his or her Board service upon and following the date of the underwriting agreement between the Company and the underwriters managing the initial public offering of the Companys common stock (the Common Stock), pursuant to which the Common Stock is priced in such initial public offering (the Effective Date). An Eligible Director may decline all or any portion of his or her compensation by giving notice to the Company prior to the date cash may be paid or equity awards are to be granted, as the case may be. This policy is effective as of the Effective Date and may be amended at any time in the sole discretion of the Board or the Compensation Committee of the Board.
Annual Cash Compensation
The annual cash compensation amount set forth below is payable to Eligible Directors in equal quarterly installments, payable in arrears on the last day of each fiscal quarter in which the service occurred. If an Eligible Director joins the Board or a committee of the Board at a time other than effective as of the first day of a fiscal quarter, each annual retainer set forth below will be pro-rated based on days served in the applicable fiscal quarter, with the pro-rated amount paid on the last day of the first fiscal quarter in which the Eligible Director provides the service and regular full quarterly payments thereafter. All annual cash fees are vested upon payment.
Annual Board Service Retainer:
All Eligible Directors: $35,000
Independent Chair of the Board Service Retainer (in addition to Eligible Director Service Retainer): Subject to the discretion of the Board.
Annual Committee Chair Service Retainer:
Chair of the Audit Committee: $15,000
Chair of the Compensation Committee: $10,000
Chair of the Nominating and Corporate Governance Committee: $8,000
Annual Committee Member Service Retainer (not applicable to Committee Chairs):
Member of the Audit Committee: $7,500
Member of the Compensation Committee: $5,000
Member of the Nominating and Corporate Governance Committee: $4,000
The equity compensation set forth below will be granted under the Companys 2021 Equity Incentive Plan (the Plan), subject to the approval of the Plan by the Companys stockholders. All stock options granted under this policy will be nonstatutory stock options, with an exercise
price per share equal to 100% of the Fair Market Value (as defined in the Plan) of the underlying Common Stock on the date of grant, and a term of ten years from the date of grant (subject to earlier termination in connection with a termination of service as provided in the Plan).
1. Initial Grant: For each Eligible Director who is first elected or appointed to the Board following the Effective Date, on the date of such Eligible Directors initial election or appointment to the Board (or, if such date is not a market trading day, the first market trading day thereafter), the Eligible Director will be automatically, and without further action by the Board or the Compensation Committee of the Board, granted a stock option to purchase 33,823 shares of Common Stock (the Initial Grant). The shares subject to each Initial Grant will vest in equal monthly installments over a 36 month period such that the option is fully vested on the third anniversary of the date of grant, subject to the Eligible Directors Continuous Service (as defined in the Plan) through each such vesting date and will vest in full upon a Change in Control (as defined in the Plan).
2. Annual Grant: On the date of each annual stockholder meeting of the Company held after the Effective Date, each Eligible Director who continues to serve as a non-employee member of the Board following such stockholder meeting will be automatically, and without further action by the Board or the Compensation Committee of the Board, granted a stock option to purchase 16,911 shares of Common Stock (the Annual Grant). The shares subject to the Annual Grant will vest in full on the first anniversary of the date of grant; provided, that the Annual Grant will in any case be fully vested on the date of Companys next annual stockholder meeting, subject to the Eligible Directors Continuous Service (as defined in the Plan) through such vesting date; provided, further, that the Annual Grant will vest in full upon a Change in Control (as defined in the Plan).
Non-Employee Director Compensation Limit
As provided in the Plan and notwithstanding the foregoing, the aggregate value of all compensation granted or paid, as applicable, to any individual for service as a Non-Employee Director (as defined in the Plan) with respect to any period commencing on the date of the Companys annual meeting of stockholders for a particular year and ending on the day immediately prior to the date of the Companys annual meeting of stockholders for the next subsequent year (the Annual Period), including awards granted under the Plan and cash fees paid by the Company to such Non-Employee Director, will not exceed (1) $750,000 in total value or (2) in the event such Non-Employee Director is first appointed or elected to the Board during such Annual Period, $1,100,000 in total value, in each case calculating the value of any equity awards based on the grant date fair value of such equity awards for financial reporting purposes. As provided in the Plan, this limitation will apply commencing with the Annual Period that begins on the Companys first Annual Meeting of Stockholders following the effective date of the Plan.