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Non-Employee Director
Compensation Policy of GTx, Inc.
This Policy
sets forth guidelines pertaining to compensation for non-employee
Directors of the GTx, Inc. Board of Directors
(“Board”).
This Policy
applies to all non-employee members of the Board and is not
applicable to employee members of the Board. This Policy shall
remain in effect until it is revised or rescinded by further action
of the Board.
The Board sets
non-employee Directors’ compensation at the recommendation of
the Nominating and Corporate Governance Committee and the
Compensation Committee. Compensation for non-employee Directors is
comprised of a mix of cash and equity-based
compensation.
Periodically,
at the direction of the Nominating and Corporate Governance
Committee, the Company provides information from independent
consultants and/or data management sources relating to Board
compensation paid by companies comparable to the Company within the
biotech and pharmaceutical industries. The Nominating and Corporate
Governance Committee uses this information in making its
recommendations to the Compensation Committee regarding any
modifications to Board compensation. The Compensation Committee
considers the information and recommendations provided by the
Nominating and Corporate Governance Committee and makes its
recommendations to the Board. The Board then sets the
Directors’ compensation taking into account the
recommendations from the Committees. Cash compensation payments and
equity awards shall be paid or be made, as applicable,
automatically and without further action of the Board, unless such
non-employee Director declines to receive such compensation or
awards by written notice to the Company.
Each
non-employee Director shall be eligible to receive an annual
retainer of $25,000, except the Chairman of the Audit Committee who
shall receive an annual retainer of $35,000 for services on the
Board. The annual retainer will be paid in quarterly installments,
on or about the first day of each quarterly period.
Each
non-employee Director shall receive a stipend of $2,000 for every
regularly scheduled (or special) meeting of the Board and its
committees physically attended by such Director and a $750 stipend
for each telephonic meeting in which the Director participated,
payable after the end of each calendar quarter.
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Director
Compensation Policy
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Page 1 of 3
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The Company
shall reimburse a non-employee Director for all of his or her
reasonable expenses incurred to attend meetings of the Board or its
committees. Any travel expenses shall be reimbursed in accordance
with the Company’s standard travel policy. The travel
expenses will be reimbursed within thirty (30) days after
receipt by the Company of an invoice together with originals or
copies of receipts showing the payment of such expenses.
B.
Directors’ Deferred Compensation
Each
non-employee Director has the opportunity to defer all or a portion
of his or her cash compensation under the Company’s
Directors’ Deferred Compensation Plan. Deferrals can be made
into a cash account, a stock unit account, or a
combination
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