Exhibit 10.20
Cue Biopharma, Inc.
Director Compensation Policy
Members of the Board of Directors (the “Board”) of Cue Biopharma, Inc. (the “Company”) who are not employees of the Company or any subsidiary of the Company (“non-employee directors”) shall receive compensation for their services on the Board in accordance with this Director Compensation Policy (this “Policy”).
Cash Compensation
Each non-employee director shall be paid an annual cash retainer of $35,000 prorated for partial periods and paid quarterly in arrears as soon as practicable following the end of each quarter for which payment under this Policy is owed.
In addition to the annual cash retainer described above, the chairman of the Board, if he or she is a non-employee director (the “Non-Employee Chairman”), shall be paid an annual cash retainer of $30,000 and standing committee members shall be paid the annual committee fees set forth below, in each case prorated for partial periods and paid quarterly in arrears as soon as practicable following the end of each quarter for which payment under this Policy is owed.
Audit Committee Chair: |
$15,000 |
Audit Committee Member (other than the committee Chair): |
$7,500 |
Compensation Committee Chair: |
$10,000 |
Compensation Committee Member (other than the committee Chair): |
$5,000 |
Corporate Development Committee Chair: |
$10,000 |
Corporate Development Committee Member (other than the committee Chair): |
$5,000 |
Science and Technology Strategy Committee Chair: |
$10,000 |
Science and Technology Strategy Committee Member (other than the committee Chair): |
$5,000 |
Corporate Governance and Nominating Committee Chair: |
$8,000 |
Corporate Governance and Nominating Committee Member (other than the committee Chair): |
$4,000 |
Equity Compensation
Upon initial appointment to the Board, a non-employee director shall be awarded, automatically and without the need for any further action by the Board, Options to purchase 48,800 shares of the Company’s common stock (“Common Stock”). So long as such non-employee director remains a Service Provider, such Options shall vest over three years with one-third vesting on the one-year anniversary of the grant date and the balance vesting in eight equal quarterly installments. Upon Separation from Service due to the non-employee director’s death, or if there is a Change in Control, then any such then unvested Options shall become fully vested as of the date of such death or Change in Control, as applicable. If such non-employee director ceases to remain a Service Provider for any reason other than death or a Change in Control, then any such unvested Options shall be forfeited as of the date of such Separation from Service.
On the first trading day following December 31 of each year (each, an “Annual Option Grant Date”), each non-employee director shall be awarded, automatically and without the need for any further action by the Board, Options to purchase 24,400 shares of Common Stock. So long as such non-employee director remains a Service Provider, such Options shall become fully vested on the first anniversary of the Annual Option Grant Date. Upon Separation from Service due to the non-employee director’s death, or if there is a Change in Control, any such Options shall become fully vested as of the date of such death or Change in Control, as applicable. If a non-employee director ceases to remain a Service Provider for any reason other than death or