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SEC Filings

S-1/A
VITAE PHARMACEUTICALS, INC filed this Form S-1/A on 08/28/2014
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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 service and the remainder vesting in substantially equal installments over an additional 36 months of service. Also pursuant to his letter agreement, we granted Mr. Hayden a second option to purchase 786,497 shares of our common stock at an exercise price of $0.15 per share. Such option vests over three years of continuous service provided by him as a consultant and advisory to us, with 50% vesting after he completes 12 months of continuous service, and the remainder vesting in substantially equal annual installments over an additional two years of service. If we are subject to a change in control, the options granted to Mr. Hayden pursuant to his letter agreement will vest in full.

        In June 2014, the board of directors granted options to purchase 418,186 shares of our common stock to Mr. Hayden at an exercise price of $0.23 per share and 209,093 shares of our common stock to Mr. Gunderson at an exercise price of $0.23 per share.

        Following the effectiveness of this offering, each member of our board of directors who is not our employee will receive the following cash compensation for board services, as applicable:

    $            per year for service as a board of directors member;
    $            per year for service as chairman of the Audit Committee;
    $            per year for service as chairman of the Compensation Committee;
    $            per year for service as chairman of the Nominating and Corporate Governance Committee;
    $            per year for service as non-chairman member of the Audit Committee;
    $            per year for service as non-chairman member of the Compensation Committee; and
    $            per year for service as non-chairman member of the Nominating and Corporate Governance Committee.

        Non-employee members of our board of directors will also receive automatic grants of non-statutory stock options under our 2014 Equity Incentive Plan. Each non-employee director joining our board of directors will automatically be granted a non-statutory stock option to purchase                shares of common stock with an exercise price equal to the fair market value of our common stock on the grant date. This initial option will vest ratably in annual installments over three years of service following the date of grant.

        In addition, on the date of each annual meeting of our stockholders, each non-employee director will automatically be granted a non-statutory stock option to purchase                 shares of our common stock on that date with an exercise price equal to the fair market value of our common stock on the grant date. A non-employee director who receives an initial award will not receive the additional annual award in the same calendar year. Automatic annual grants vest in full on the one-year anniversary of the grant date.

        If we are subject to a change in control, then all of the directors' automatic grants will become fully vested. All automatic director options have a maximum term of ten years.

        We will also continue to reimburse our non-employee directors for their reasonable out-of-pocket expenses incurred in attending board and committee meetings.

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