Table of Contents
Compensation Committee Interlocks and Insider Participation
Mr. Nolan, our President and Chief Executive Officer, served as a member of our compensation committee until January 2016. None
of the current members of our compensation committee has ever been an executive officer or employee of ours. None of our executive officers currently serves, or has served during the last completed
fiscal year, on the compensation committee or board of directors of any other entity that has one or more executive officers serving as a member of our board of directors or compensation committee.
see "Certain Relationships and Related Party Transactions" in this prospectus for a description of the transactions between us and members of the compensation committee, and
entities affiliated with such members.
Code of Business Conduct and Ethics
Effective upon the closing of this offering, we will adopt a Code of Business Conduct and Ethics, or the Code of Conduct, applicable
to all of our employees, executive officers and directors. Following the closing of this offering, the Code of Conduct will be available on our website at www.avexis.com. The nominating and corporate
governance committee of our board of directors will be responsible for overseeing the Code of Conduct and
must approve any waivers of the Code of Conduct for employees, executive officers and directors. In addition, we intend to post on our website all disclosures that are required by law or the listing
standards of the applicable stock exchange concerning any amendments to, or waivers from, any provision of the Code of Conduct.
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.
Our board of directors has approved a compensation policy for our non-employee directors that will become effective upon 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;
- Each non-employee director will be entitled to an initial option grant to purchase our common stock with an aggregate Black-Scholes
option value of $270,000, or, with respect