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SEC Filings

S-1
VITAE PHARMACEUTICALS, INC filed this Form S-1 on 08/12/2014
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Compensation Committee Interlocks and Insider Participation

        In the past three years, none of the members of our compensation committee is or has in the past served as an officer or employee of our company. None of our executive officers currently serves, or in the past year has served, as a member of a board of directors or compensation committee of any entity that has one or more executive officers serving on our board of directors or compensation committee.

Director Compensation

        During our fiscal year ended December 31, 2013, we did not pay any cash fees (other than with respect to Mr. Hayden), make any equity or non-equity awards or pay any other compensation, to our non-employee directors who served on our board of directors. A non-employee director is a director who is not employed by us and who does not receive compensation from us (other than for services as a director) or have a business relationship with us that would require disclosure under certain SEC rules. Mr. Hatfield, our chief executive officer and a member of our board of directors, did not receive any compensation from us during our fiscal year ended December 31, 2013 for his service as a director and is not included in the table below.

Name
  All Other
Compensation
($)
  Total
($)
 

Peter Barrett, Ph.D. 

         

Robert V. Gunderson, Jr. 

         

Donald Hayden, Jr. 

  $ 40,008 (1) $ 40,008  

Charles W. Newhall, III

         

Bryan Roberts, Ph.D. 

         

James Tananbaum, M.D.(2)

         

(1)
Mr. Hayden receives a monthly fee for certain consulting, advisory and related services provided to us.

(2)
Dr. Tananbaum resigned as a member of our board of directors effective as of September 1, 2013.

        As of December 31, 2013, the following non-employee directors held outstanding options to purchase the following number of shares of our common stock: Mr. Hayden (1,572,994) and Mr. Gunderson (125,000). None of our other non-employee directors held outstanding options to purchase shares of our common stock as of December 31, 2013.

Non-Employee Director Compensation

        Prior to this offering, we generally have not provided any cash compensation to our non-employee directors for their service on our board of directors or committees of our board of directors (other than with respect to Mr. Hayden) and we have not had any established policy with regard to equity-based compensation of non-employee members of our board of directors. We do have a policy of reimbursing our directors for their reasonable out-of-pocket expenses incurred in attending board and committee meetings.

        Pursuant to the letter agreement he entered into with us in April 2006, Mr. Hayden, the Chairman of our board of directors, agreed to provide certain consulting, advisory and related services to and for us on a part-time basis, as reasonable requested by the board. In consideration of such services, which are expected to require one to two days per month of Mr. Hayden's time, we agreed to pay him a monthly fee of $3,334. Pursuant to his letter agreement, we granted Mr. Hayden an option to purchase 786,497 shares of our common stock at an exercise price of $0.15 per share, vesting over four years of continuous service provided by him as a director, with 25% of the option shares vesting after his completion of one year of

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