Table of Contents
Non-Employee Director Compensation
In the year ended December 31, 2015, we did not pay any fees to, make any equity awards or non-equity awards to, or pay any
other compensation to the non-employee members of our board of directors for their services as directors. Our non-employee directors only received reimbursement of their actual out-of-pocket costs and
expenses incurred in connection with attending board meetings.
a current member of our board of directors and our Chief Scientific Officer, provided scientific advisory services to our company during 2015 pursuant to a consulting
agreement with us dated January 28, 2014. Under that agreement, we paid Dr. Kaspar a monthly cash fee of $7,500. Dr. Kaspar's consulting agreement is described in further detail
under "Certain Relationships and Related Party Transactions" in this prospectus.
board of directors has approved a compensation policy for our non-employee directors that will become effective following the pricing of this offering. This policy provides for the
following compensation to our non-employee directors following this offering:
- The non-executive chair of our board of directors will receive an annual fee from us of $70,000 and each other non-employee director
will receive $40,000;
- The chair of our audit committee will receive an annual fee from us of $18,000 and each other member will receive $8,000;
- The chair of our compensation committee will receive an annual fee from us of $15,000 and each other member will receive $6,000;
- The chair of our nominating and corporate governance committee will receive an annual fee from us of $10,000 and each other member
will receive $4,500; and
- Each non-employee director will be entitled to an initial option grant of shares of our common
appointment to the board (or, in the case of directors presently serving on the board, upon the pricing of this offering) and an annual option grant of shares of our
stock under our 2016 Equity Incentive Plan.
fees under the director compensation policy will be on a rolling annual basis and no per meeting fees will be paid. We will also reimburse non-employee directors for reasonable
expenses incurred in connection with attending board of director and committee meetings.
Director Compensation Table
As described above, we did not pay any cash or grant any stock awards or other compensation to our non-employee directors during 2015
for their services as non-employee directors. Except as described below for Dr. Kaspar, there were no outstanding stock awards or option awards held by our non-employee directors as of
December 31, 2015. However, the following table sets forth in summary form information concerning the compensation that, pursuant to SEC rules, was paid or awarded during the year ended
December 31, 2015 to Dr. Kaspar under the arrangement described above. It also includes compensation attributable to Mr. Harkey and