Document
NON-EMPLOYEE DIRECTOR COMPENSATION POLICY
The purpose of this Non-Employee Director Compensation Policy (this “Policy”) of Shattuck Labs, Inc. (the “Company”), is to provide a compensation package that enables the Company to attract and retain high-caliber directors and aligns their interests with the interests of the Company’s stockholders.
| 1. | Eligibility | ||||
The Policy applies to all members of the Company’s Board of Directors (the “Board”) who are not employees or officers of the Company or its subsidiaries. Directors who are employees or officers of the Company or its subsidiaries do not receive compensation for their service on the Board.
| 2. | Cash Retainers | ||||
The Company shall pay annual cash retainers as set forth below:
Annual retainer for Board membership (other than the Chairman) | $ | 40,000 | |||||||||
| Annual retainer for Non-Executive Chairman of the Board (if applicable) | $ | 72,500 | |||||||||
| Annual retainer for Lead Independent Director (if applicable) | $ | 60,000 | |||||||||
| Additional annual retainers | |||||||||||
•Chair of the Audit Committee | $ | 15,000 | |||||||||
•Chair of the Compensation Committee | $ | 12,000 | |||||||||
•Chair of the Nominating and Corporate Governance Committee | $ | 8,000 | |||||||||
•Member of the Audit Committee (other than Chair) | $ | 7,500 | |||||||||
•Member of the Compensation Committee (other than Chair) | $ | 6,000 | |||||||||
•Member of the Nominating and Corporate Governance Committee (other than Chair) | $ | 4,000 | |||||||||
| 3. | Equity Awards | ||||
The Compensation Committee of the Board shall also grant: (i) each new non-employee director an initial, one-time award of twice the number of stock options that are granted on an annual basis and that vests over a three-year period subject to such director’s continued service, the grant date being as soon as practicable after the non-employee director is appointed to the Board, including, taking into account open trading windows under the Company’s insider trading policy; and (ii) to each non-employee director on an annual basis, an award of 81,000 stock options that vests over a one-year period (or if sooner, immediately prior to the next annual meeting of the Company’s shareholders).
| 4. | Director Pay Limit | ||||
The total amount of cash retainers paid and equity awards (valued based on the grant date fair value) granted by the Company to any director for his or her service on the Board shall not exceed $750,000 in any fiscal year.
| 5. | Administration | ||||
The Board, with the assistance of the Compensation Committee, administers the Policy and may amend the Policy at any time in its sole discretion.
Policy adopted on September 8, 2020
Policy last amended on February 10, 2026