Board of Directors Compensation Policy

EX-10.18 3 zyne-20161231ex101817e7a.htm EX-10.18 zyne_Ex10_18

CONFIDENTIAL

 

Exhibit 10.18

Board of Directors Compensation Policy

 

This policy sets forth the compensation for non-employee members of the Board of Directors of Zynerba Pharmaceuticals, Inc. (“Company”) from and after January 25, 2017.  The Board of Directors may change this policy at any time.

 

 

 

Compensation Element

Amount


Paid or
Granted
1

Board of Directors:

Director Retainer

Lead Independent Director

Annual Option Grant

New Director Option Grant

 

$35,000 per year

$20,000 per year

15,000 options3

35,000 option3

 

Quarterly2

Quarterly2

Annually4

At sign-on5

 

Audit Committee:

Chair Retainer

Member Retainer

 

$15,000 per year

$  7,500 per year

 

Quarterly2

Quarterly2

Compensation Committee:

Chair Retainer

Member Retainer

$10,000 per year

$5,000 per year

 

Quarterly2

Quarterly2

 

Nominating and Corporate Governance Committee:

Chair Retainer

Member Retainer

 

 

$ 5,000 per year

$ 3,500 per year

 

 

Quarterly2

Quarterly2

Expenses:

Reimbursed

 

 

With receipts as  submitted

 

______________________________

 

1All options granted to non-employee directors shall have an exercise price equal to the closing price per share on the date of grant and a term of 10 years.  Upon a termination of service, unvested options expire and vested options remain exercisable for one year.

2Quarterly cash payments are disbursed at the beginning of each calendar quarter for service during the quarter. and are subject to adjustment by the Board of Directors from time to time. For calendar year 2017, directors may submit an election by January 31, 2017 to receive stock options in lieu of quarterly cash payments for Q2 through Q4 in an amount based on the Black-Scholes valuation. For calendar year 2018 and thereafter, prior to the beginning of each such calendar year, directors may submit an election to receive stock options in lieu of quarterly cash payments during that year.  Options in lieu of cash compensation are fully vested on the date of grant.

3Option amounts are subject to adjustment by the Board of Directors from time to time.

4Annual Option Grants are made on the date of the Annual Meeting of Stockholders to all non-employee directors in office after the Annual Meeting; Annual Option Grants vest in full on the earlier of the day before the following year’s Annual Meeting, and the one-year anniversary of the grant date, but vest in full earlier upon a change of control of the Company or the death or total disability of the director.


 

CONFIDENTIAL

 

5New Director Option Grants are made on the date that a new non-employee director joins the Board.  New Director Option Grants vest one-third per year beginning on the one-year anniversary of the grant date, but vest in full earlier upon a change of control of Company or the death or total disability of the director.