Exhibit 10.1
Tyra Biosciences, Inc.
Non-Employee Director Compensation Program
(Amended and Restated Effective May 28, 2026)
Non-employee members of the board of directors (the “Board”) of Tyra Biosciences, Inc. (the “Company”) shall receive cash and equity compensation as set forth in this Non-Employee Director Compensation Program (this “Program”). The cash and equity compensation described in this Program shall be paid or be made, as applicable, automatically and without further action of the Board, to each member of the Board who is not an employee of the Company or any parent or subsidiary of the Company (each, a “Non-Employee Director”) who is entitled to receive such cash or equity compensation, unless such Non-Employee Director declines the receipt of such cash or equity compensation by written notice to the Company and subject to any limits on non-employee director compensation set forth in the Equity Plan (as defined below). This Program shall remain in effect until it is revised or rescinded by further action of the Board. This Program may be amended, modified or terminated by the Board at any time in its sole discretion. The terms and conditions of this Program shall supersede any prior cash and/or equity compensation arrangements for service as a member of the Board between the Company and any of its Non-Employee Directors, except for equity compensation previously granted to a Non-Employee Director. This amended and restated Program shall become effective as of the date set forth above (the “Effective Date”).
Cash Compensation
The schedule of annual retainers (the “Annual Retainers”) for the Non-Employee Directors is as follows:
Position |
Amount |
Base Board Retainer |
$40,000 |
Chair of the Board |
$35,000 |
Chair of Audit Committee |
$20,000 |
Chair of Compensation Committee |
$15,000 |
Chair of Nominating and Corporate Governance Committee |
$10,000 |
Chair of Science and Technology Committee |
$15,000 |
Member of Audit Committee (non-Chair) |
$10,000 |
Member of Compensation Committee (non-Chair) |
$7,500 |
Member of Nominating and Corporate Governance Committee (non-Chair) |
$5,000 |
Member of Science and Technology Committee (non-Chair) |
$7,500 |
For the avoidance of doubt, the Annual Retainers in the table above are additive and a Non-Employee Director shall be eligible to earn an Annual Retainer for each position in which he or she serves. The Annual Retainers shall be earned on a quarterly basis based on a calendar quarter and shall be paid in cash by the Company in arrears not later than the fifteenth day following the end of each calendar quarter. In the event a Non-Employee Director does not