Non-Employee Director Compensation Policy, effective as of August 6, 2024

Contract Categories: Human Resources - Compensation Agreements
EX-10.2 3 wve-ex10_2.htm EX-10.2 EX-10.2

Exhibit 10.2+

 

 

Effective: Upon the date of receipt of final voting results (August 12, 2024) evidencing requisite shareholder approval of non-employee director compensation proposal at 2024 Annual General Meeting through 2025 Annual General Meeting

 

WAVE Life Sciences Ltd.

2024 NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

 

A.
Introduction

The Board of Directors (the “Board”) of Wave Life Sciences Ltd. (the “Company”) has approved the following 2024 Non-Employee Director Compensation Policy (this “Policy”), which establishes compensation to be paid to non-employee directors of the Company to provide an inducement to obtain and retain the services of qualified persons to serve as members of the Board. Except as otherwise indicated herein, this Policy shall be effective as of the date of receipt of the final voting results evidencing requisite shareholder approval of the non-employee director compensation proposal at the 2024 annual general meeting (the “Effective Date”) through the date of the Company’s 2025 annual general meeting, at which time the shareholders of the Company will be asked to approve the key parameters of a new or extended non-employee director compensation policy for the Board service period that begins at the 2025 annual general meeting. Subject to receipt of shareholder approval, such new or extended policy shall take effect and the Board service period will generally continue from annual general meeting to annual general meeting.

 

B.
Applicable Persons

 

This Policy shall apply to each director of the Company who is not an employee of the Company or any Affiliate (each, an “Outside Director”). “Affiliate” shall mean a corporation which is a direct or indirect parent or subsidiary of the Company, as determined pursuant to Section 424 of the Internal Revenue Code of 1986, as amended.

 

C.
Equity Compensation - Share Option and Restricted Shares Unit (RSU) Grants

 

All share amounts set forth herein shall be subject to automatic adjustment in the event of any share split or other recapitalization affecting the Company’s ordinary shares (the “Ordinary Shares”) following the Effective Date.

 

(1)
Initial Equity Grants for Newly Appointed or Elected Directors

 

Each new Outside Director appointed or elected on or after the Effective Date shall be granted an “Initial Equity Grant” under the Company’s then-effective equity incentive plan (the “Equity Incentive Plan”) on the date of their initial appointment or election to the Board. The Initial Equity Grant shall consist of (i) an option to purchase 64,460 ordinary shares, which shall vest as to 12.5% of the shares on a quarterly basis during the two-year period following the grant date; and (ii) a restricted share unit of 32,230 ordinary shares, which shall vest as to 50% of the shares on the earlier of (x) the following year’s annual general meeting of shareholders or (y) the following year’s anniversary of the grant date, in each case during the two-year period following the grant date, subject to the Outside Director’s continued service on the Board during that period; provided that the Initial Equity Grant shall become vested and/or exercisable in full immediately prior to and contingent upon the closing of a Change of Control of the Company (as defined in the applicable equity agreement). In addition, the option component of the Initial Equity Grant shall (a) have an exercise price equal to the fair market value of the Ordinary Shares on the grant date; and (b) expire and no longer be exercisable after the five-year anniversary of the grant date. The Initial Equity Grant shall contain such other terms and conditions as the Board or the Compensation Committee shall determine.

 

 


 

(2)
Refresh Equity Grants for Long-Term Service

 

Section 77 of the Companies Act (Cap. 50 of Singapore) (“Companies Act”) imposes a five-year maximum term for share options granted to non-employee directors of public companies (as defined in the Companies Act). Due to this limitation, each Outside Director (other than an Outside Director receiving an Initial Equity Grant or an Annual Equity Grant) who is elected to continue their Board service and who holds an option that was granted in connection with their initial appointment or election to the Board and which has an expiration date within twelve months following the 2024 annual general meeting shall be granted a “Refresh Equity Grant” under the Equity Incentive Plan on the Effective Date. The Refresh Equity Grant shall consist of (i) an option to purchase 64,460 ordinary shares, which shall vest as to 12.5% of the shares on a quarterly basis during the two-year period following the grant date; and (ii) a restricted share unit of 32,230 ordinary shares, which shall vest as to 50% of the shares on the earlier of (x) the following year’s annual general meeting of shareholders or (y) the following year’s anniversary of the grant date, in each case during the two-year period following the grant date, subject to the Outside Director’s continued service on the Board during that period; provided that the Refresh Equity Grant shall become vested and/or exercisable in full immediately prior to and contingent upon the closing of a Change of Control of the Company (as defined in the applicable equity agreement). In addition, the option component of the Refresh Equity Grant shall (a) have an exercise price equal to the fair market value of the Ordinary Shares on the grant date; and (b) expire and no longer be exercisable after the five-year anniversary of the grant date. The Refresh Equity Grant shall contain such other terms and conditions as the Board or the Compensation Committee shall determine.

 

(3)
Annual Equity Grants for Continuing Service

 

On the Effective Date, each Outside Director (other than an Outside Director receiving an Initial Equity Grant or a Refresh Equity Grant) who is elected to continue their Board service shall be granted an “Annual Equity Grant” under the Equity Incentive Plan. The Annual Equity Grant shall consist of (i) an option to purchase 32,230 ordinary shares, which shall vest as to 100% of the shares on the earlier of the 2025 Annual General Meeting of Shareholders or the first anniversary of the grant date; and (ii) a restricted share unit of 16,115 ordinary shares, which shall vest as to 100% of the shares on the earlier of the 2025 Annual General Meeting of Shareholders or the first anniversary of the grant date, subject to the Outside Director’s continued service on the Board during that period; provided that the Annual Equity Grant shall become vested and/or exercisable in full immediately prior to and contingent upon the closing of a Change of Control of the Company (as defined in the applicable equity agreement). In addition, the option component of the Annual Equity Grant shall (a) have an exercise price equal to the fair market value of the Ordinary Shares on the grant date; and (b) expire and no longer be exercisable after the five-year anniversary of the grant date. The Annual Equity Grant shall contain such other terms and conditions as the Board or the Compensation Committee shall determine.

 

(4)
Limitation on Equity Grants

 

For the avoidance of doubt, an Outside Director shall be eligible to receive only one type of equity grant on the Effective Date, which shall be either (i) an Initial Equity Grant (ii) a Refresh Equity Grant; or (iii) an Annual Equity Grant.

 

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D.
Cash Compensation

 

(1)
Annual Cash Fees

 

The following annual cash fees shall be paid to the Outside Directors serving on the Board and the Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee, and Research and Development Committee, as applicable.

 

Board or Committee of Board

Annual Amount for Member

Annual Amount for Chair

Board

$40,000

$75,000

Audit Committee

 $10,000

 $20,000

Compensation Committee

$7,500

$15,000

Nominating and Corporate Governance Committee

$7,500

$15,000

Research and Development Committee

$7,500

$15,000

 

(2)
Payment Terms for All Cash Fees

 

Except as otherwise indicated herein, cash fees payable to Outside Directors shall be paid quarterly in arrears as of the last day of each fiscal quarter commencing on the later of the Effective Date or an Outside Director’s first election or appointment to the Board, prorated from the Effective Date or such Outside Director’s election or appointment date, as applicable. If an Outside Director dies, resigns or is removed during any quarter, he or she shall be entitled to a cash fee on a prorated basis through their last day of Board service.

 

E.
Expenses

 

Upon presentation of documented expenses, reasonably satisfactory to the Company, each Outside Director shall be reimbursed for their reasonable, documented out-of-pocket business expenses incurred in connection with attending meetings of the Board and Committees thereof, or general meetings of shareholders, or in connection with other business related to their Board service.

 

F.
Amendments

 

The Compensation Committee or the Board, as appropriate, shall review this Policy from time to time to assess whether any changes in the type or amount of compensation provided herein should be adjusted in order to fulfill the objectives of this Policy, provided, however, that changes to this Policy which require shareholder approval under applicable law shall require such shareholder approval to be obtained before taking effect.

 

 

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