YuMe, Inc. Non-Employee Director Compensation Policy
YuMe, Inc. provides compensation to its non-employee directors through annual cash retainers and equity awards. Directors who are also employees do not receive additional compensation for board service. Non-employee directors receive cash payments based on their roles, such as board member or committee chair/member, and are granted stock options upon joining the board and annually thereafter. Initial stock options vest over three years, while annual options vest over one year. The exercise price for options is set at the fair market value on the grant date.
EXHIBIT 10.10
Description of Director Compensation
Directors who are employees of YuMe, Inc. (“YuMe”) do not receive compensation from YuMe for the services they provide as directors. Each non-employee member of the board of directors will be eligible to receive compensation for his or her service consisting of annual cash retainers and equity awards as follows:
| Position |
| Retainer |
| |
| Board Member |
| $ | 30,000 |
|
| Audit Committee Chair |
| 15,000 |
| |
| Compensation Committee Chair |
| 10,000 |
| |
| Nominating and Governance Committee Chair |
| 5,000 |
| |
| Audit Committee Member |
| 7,500 |
| |
| Compensation Committee Member |
| 5,000 |
| |
| Nominating and Governance Committee Member |
| 2,500 |
| |
Equity awards will consist of an initial stock option grant, upon first appointment to our board of directors, with a Black-Scholes value of $125,000, and annual awards at each meeting of the stockholders thereafter with a Black-Scholes value of $70,000. Such options will be granted with an exercise price equal to the fair market value of YuMe’s common stock on the date of grant and vest over three years after the grant date (for initial grants) or one year after the grant date (for annual grants).
