Amended and Restated Non-Employee Director Compensation Policy
Each member of the Board of Directors (the “Board”) who is a member as of July 1, 2020 (the “Effective Date”) and who is not also serving as an employee of Xencor, Inc. (“Xencor”) or any of its subsidiaries (each such member, an “Eligible Director”) will receive the compensation described in this Amended and Restated Non-Employee Director Compensation Policy for his or her Board service. This policy is effective as of the Effective Date and may be amended at any time in the sole discretion of the Board.
Annual Cash Compensation
Eligible Directors will be paid the following annual cash compensation amounts, payable 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 a committee of the Board or 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 year, with the pro-rated amount paid for the first fiscal quarter in which the Eligible Director provides the service, and regular full quarterly payments thereafter. All cash fees are vested upon payment.
1.Annual Board Service Retainer:
a.Eligible Directors other than the Chair: $40,000
2.Annual Committee Chair Service Retainer:
a.Chair of the Audit Committee: $20,000
b.Chair of the Compensation Committee: $17,000
c.Chair of the Nominating & Corporate Governance Committee: $13,000
d.Chair of the Research & Development Committee: $15,000
3.Annual Committee Member (other than Committee Chair) Service Retainer:
a.Member of the Audit Committee: $10,000
b.Member of the Compensation Committee: $8,500
c.Member of the Nominating & Corporate Governance Committee: $6,500
d.Member of the Research & Development Committee: $7,500
The equity compensation set forth below will be granted under the Xencor, Inc. 2013 Equity Incentive Plan (the “Plan”) as may be amended from time to time. 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).