Exhibit 10.1
Tectonic Therapeutic, Inc.
Non-Employee Director Compensation Policy
Each member of the Board of Directors (the “Board”) of Tectonic Therapeutic, Inc. (the “Company”) who is a non-employee director of the Company (each such member, a “Non-Employee Director”) will receive the compensation described in this Non-Employee Director Compensation Policy (the “Policy”) for his or her Board service.
The Policy is effective as of the date of the consummation of the merger pursuant to that certain Agreement and Plan of Merger and Reorganization, dated as of January 30, 2024 by and among AVROBIO, Inc., Alpine Merger Subsidiary, Inc. and Tectonic Therapeutic, Inc. (the “Effective Date”). The Policy may be amended at any time in the sole discretion of the Board or the Compensation Committee of the Board.
A Non-Employee Director may decline all or any portion of his or her compensation by giving notice to the Company prior to the date cash is to be paid or equity awards are to be granted, as the case may be.
Annual Cash Compensation
Commencing at the beginning of the first calendar quarter following the Effective Date, each Non-Employee Director will receive a cash retainer for service on our Board and committees of our Board. The annual cash retainers will be payable in arrears in four equal quarterly installments within sixty days after the end of each calendar quarter in which the service occurred, provided that the amount of such payment will be prorated for any portion of such quarter that the Non-Employee Director is not serving on our Board.
1. Annual Board Service Retainer:
a. All Eligible Directors: $40,000
b. Retainer for non-executive chairperson of the Board: $70,000 (in lieu of amount listed above)
2. Annual Committee Member Service Retainer (in addition to Annual Board Service Retainer):
a. Member of the Audit Committee: $7,500
b. Member of the Compensation Committee: $5,000
c. Member of the Nominating and Corporate Governance Committee: $4,000
3. Annual Committee Chair Service Retainer (inclusive of the Annual Committee Member Service Retainer):
a. Chairperson of the Audit Committee: $15,000
b. Chairperson of the Compensation Committee: $10,000
c. Chairperson of the Nominating and Corporate Governance Committee: $8,000
Equity Compensation
Equity awards will be granted under the Company’s 2024 Equity Incentive Plan or any successor equity incentive plan (the “Plan”). All stock options granted under the Policy will be nonstatutory stock options, with a term of ten years from the date of grant, subject to earlier termination upon a termination of the
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Continuous Service (as defined in the Plan) of the Non-Employee Director and an exercise price per share equal to 100% of the Fair Market Value (as defined in the Plan) of the underlying shares of common stock of the Company on the date of grant. Vesting schedules for equity awards will be subject to the Non-Employee Director’s Continuous Service on each applicable vesting date.
Upon the termination of the membership of the Non-Employee Director on the Board for any reason, his or her options granted under this Policy shall remain exercisable for three months following his or her date of termination (or such longer period as the Board may determine in its discretion on or after the date of grant of such options).
(a) Automatic Equity Grants.
(i) Initial Grant for Directors Appointed to the Combined Company Board as of the Effective Date. Each Non-Employee Director appointed to the Board of the combined company on the Effective Date was granted an one-time equity award of options to purchase 11,760 shares of common stock (the “Effective Date Grant”). One-third of the Effective Date Grant will vest on the first anniversary of the date of grant, with the remainder vesting in equal monthly installments thereafter until the third anniversary of the date of grant, subject to the Non-Employee Director’s Continuous Service through each applicable vesting date.
(ii) Initial Grant for New Directors Post-Merger. Without any further action of the Board, each person who, after the Effective Date, is elected or appointed for the first time to be a Non-Employee Director will automatically, upon the date of his or her initial election or appointment to be a Non-Employee Director, be granted an initial, one-time equity award of options to purchase 14,800 shares of common stock with a cash value not to exceed $800,000 (the “Initial Grant”). One-third of the Initial Grant will vest on the first anniversary of the date of grant, with the remainder vesting in equal monthly installments thereafter until the third anniversary of the date of grant, subject to the Non-Employee Director’s Continuous Service through each applicable vesting date.
(iii) Annual Grant. Without any further action of the Board, on the business day following each annual meeting of stockholders of the Company (the “Annual Meeting”), commencing with the 2025 annual meeting of the stockholders, each person who is then a Non-Employee Director will automatically be granted an option to purchase 7,400 shares of common stock with a cash value not to exceed $400,000 (the “Annual Grant”). Each Annual Grant shall cliff vest upon the earlier of (x) the first anniversary of the date of grant and (y) the Annual Meeting that immediately follows the date of grant, (i) subject to the Non-Employee Director’s Continuous Service through the applicable vesting date and (ii) that no Annual Grant will be granted to a Non-Employee Director in the same calendar year that such person received his or her Initial Grant.
(b) Change in Control. Notwithstanding the foregoing vesting schedules, for each Non-Employee Director who remains in Continuous Service with the Company until immediately prior to the closing of a “Change in Control” (as defined in the Plan), the shares subject to his or her then-outstanding equity grants that were granted pursuant to the Policy will become fully vested immediately prior to the closing of such Change in Control.
(c) Remaining Terms. The remaining terms and conditions of each stock option, including transferability, will be as set forth in the Company’s standard Option Agreement, in the form adopted from time to time by the Board. The remaining terms and conditions of each restricted stock unit award, including transferability, will be as set forth in the Company’s standard Restricted Stock Unit Award Agreement, in the form adopted from time to time by the Board.
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Non-Employee Director Compensation Limit
Notwithstanding the foregoing, the aggregate value of all compensation granted or paid, as applicable, to any individual for service as a Non-Employee Director shall in no event exceed the limits set forth in Section 3(d) of the Plan.
Expenses
The Company will reimburse each Non-Employee Director for reasonable out-of-pocket travel expenses to cover in-person attendance at and participation in Board and committee meetings; provided, that such Non-Employee Director timely submit to the Company appropriate documentation substantiating such expenses in accordance with the Company’s travel and expense policy, as in effect from time to time.
Approved: August 21, 2024
Effective: June 20, 2024
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