Effective as of November 10, 2021, our board of directors adopted a
non-employee
director compensation policy, pursuant to which each
non-employee
director is entitled to a $100,000 annual cash retainer, except for the lead independent director who is entitled to a $150,000 annual cash retainer. The chairs of the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee will be entitled to an additional annual cash retainer of $20,000, $15,000, and $12,500, respectively and any
non-employee
director serving as a member of the Audit Committee, Compensation Committee, or Nominating and Corporate Governance Committee (other than the chairs of the respective committees) are entitled to an additional annual retainer of $10,000, $10,000 and $7,500, respectively. The cash fees are paid to
non-employee
directors quarterly in arrears and will be
pro-rated
for any quarter of partial service. In addition to such cash compensation, each
non-employee
director who served on our board of directors as of the effective date of the
non-employee
director compensation policy received a
one-time
initial grant of restricted stock units with a grant date value of $100,000 on November 17, 2021. At each annual meeting of our stockholders,
non-employee
directors who serve on the board as of the annual meeting and will continue to serve on the board following the annual meeting will receive an equity award of restricted stock units that has a grant date value of $100,000. If a
non-employee
director is elected to our board for the first time at an annual meeting after the effective date of the
non-employee
director compensation policy, the
non-employee
director will receive an equity award of restricted stock units that has a grant date value of $100,000. If a
non-employee
director is initially elected to the board on a date other than the annual meeting, the
non-employee
director will receive, on the date of such
non-employee
director’s initial election or appointment, an initial equity award of restricted stock units that has a grant date value of $100,000, multiplied by a fraction, the numerator of which is 365 minus the number of days from the most recent annual meeting to the
non-employee
director’s start date and the denominator of which is 365. The equity awards granted to
non-employee
directors will be fully vested on the grant date.