Tempest Therapeutics, Inc.
Non-Employee Director Compensation Policy
Each member of the Board of Directors (the “Board”) of Tempest Therapeutics, Inc. (the “Company”) who is not also serving as an employee of the Company or any of its subsidiaries (each such member, an “Non-Employee Director”) will be eligible to receive the compensation described in this Non-Employee Director Compensation Policy (this “Policy”) for his or her Board service from the date hereof (the “Effective Date”). Unless otherwise defined herein, capitalized terms used in this Policy will have the meaning given to such terms in the Company’s Amended and Restated 2023 Equity Incentive Plan, as may be amended from time to time, or any successor equity incentive plan (the “Plan”).
This Policy may be amended at any time in the sole discretion of the Board or the Compensation Committee of the Board.
•Annual Cash Compensation
Each Non-Employee Director will be entitled to receive the following annual cash retainers for service on the Board:
Annual Board Service Retainer:
•All Non-Employee Directors: $20,000
•Non-Executive Chairperson (additional retainer): $17,500
Annual Committee Chair Service Retainer (in lieu of Committee Member Service Retainer):
•Chairperson of the Audit Committee: $10,000
•Chairperson of the Compensation Committee: $7,500
•Chairperson of the Nominating and Corporate Governance Committee: $5,000
•Chairperson of the Science and Technology Committee: $6,000
Annual Committee Member Service Retainer:
•Member of the Audit Committee: $5,000
•Member of the Compensation Committee: $3,750
•Member of the Nominating and Corporate Governance Committee: $2,500
•Member of the Science and Technology Committee: $3,000
The annual cash retainers set forth above will be payable in equal quarterly installments, payable in arrears on the last day of each fiscal quarter (each such date, a “Retainer Accrual Date”) in which the service occurred, prorated for any partial quarter of service (based on the number of days served in the applicable position divided by the total number of days in the quarter). Such payments will be deemed timely if paid no later than the fifth business day after each Retainer Accrual Date. If a Non-Employee Director joins the Board or a committee of the Board at a time other than effective as of the first day of a fiscal quarter, each annual retainer set forth above will be pro-rated based on days served in the applicable fiscal quarter, with the pro-rated amount paid on the last day of the first fiscal quarter in which the Non-Employee Director provides the service and regular full quarterly payments thereafter. All annual cash fees are vested upon payment.
II.Election to Receive Shares of Common Stock in Lieu of Cash Retainer
A.Retainer Grant. Each Non-Employee Director may elect to convert up to 100% of his or her cash compensation payable under Section I, provided the Non-Employee Director submits an election in accordance with Section II(B) (such election, a “Retainer Grant Election”). If a Non-Employee Director timely makes a Retainer Grant Election pursuant to Section II(B) below, then on the first business day following the applicable Retainer Accrual Date to which the Retainer Grant Election applies, and without any further action by the Board or designated committee of the Board, such Non-Employee Director automatically will be granted a fully vested restricted stock unit (RSU) award under the Plan covering a number of shares of common stock equal to (a) the aggregate amount of cash compensation otherwise payable to such Non-Employee Director on the Retainer Accrual Date to which the Retainer Grant Election applies divided by (b) the closing sales price per share of the common stock on the applicable Retainer Accrual Date (or, if such date is not a business day, on the first business day thereafter), rounded down to the nearest whole share. No cash will be paid in lieu of fractional shares.
B.Election Mechanics. Each Retainer Grant Election must be submitted to the Company’s Chief Financial Officer (or such other individual as the Company designates) in writing prior to January 1st of the calendar year in which the election would first apply. For example, a Non-Employee Director would need to submit a Retainer Grant Election by December 31, 2026 in order to elect any portion of the cash compensation payable during 2027 to be converted into an RSU award. Further, a Non-Employee Director may only make a Retainer Grant Election during a period in which the Company is not in a quarterly or special blackout period and the Non-Employee Director is not aware of any material non-public information. Once a Retainer Grant Election is properly submitted, it will remain in effect until the Eligible Director revokes it in accordance with Section II(C) below. A Non-Employee Director who fails to make a timely Retainer Grant Election will not receive a Retainer Grant and instead will receive the cash compensation set forth under Section I.
C.Revocation Mechanics. The revocation of any Retainer Grant Election must be submitted to the Company’s Chief Financial Officer (or such other individual as the Company designates) in writing prior to the first day of the quarter in which the applicable Retainer Accrual Date occurs. A Non-Employee Director may only revoke a Retainer Grant Election during a period in which the Company is not in a quarterly or special blackout period and the Non-Employee Director is not aware of any material non-public information. Once the revocation of the Retainer Grant Election is properly submitted, it will be in effect until the Non-Employee Director makes a new Retainer Grant Election in accordance with Section (II)(B).
All stock options granted under this Policy will be nonstatutory stock options, with an exercise price per share equal to 100% of the Fair Market Value (as defined in the Plan) of the underlying common stock on the date of grant, and a term of 10 years from the date of grant (subject to earlier termination in connection with a termination of service as provided in the Plan), and will be automatic and nondiscretionary (without the need for any additional corporate action by the Board or designated committee of the Board) and will be made in accordance with the following provisions:
A.Initial Grant. Following the Effective Date, on the date of such Non-Employee Director’s initial election or appointment to the Board (or, if such date is not a market trading day, the first market trading day thereafter), the Non-Employee Director will be automatically, and without further action by the Board or Compensation Committee of the Board, granted a stock option to purchase a number of shares of the Company’s common stock equal to 25,000 shares of the Company’s common stock. The shares subject to each such stock option will vest over a three-year period, with one-third of the award vesting on the first anniversary of the grant date and the remainder of the award vesting in equal monthly installments thereafter, subject to the Non-Employee Director’s Continuous Service (as defined in the Plan) on each vesting date.
B.Annual Grant. Following the Effective Date, on the date of each annual stockholder meeting of the Company, each Non-Employee Director who continues to serve as a non-employee member of the Board following such stockholder meeting will be automatically, and without further action by the Board or Compensation Committee of the Board, granted a stock option to purchase 12,500 shares of the Company’s common stock (the “Annual Grant”). The shares subject to the Annual Grant will vest on the earlier to occur of the first anniversary of the grant date and the date of the first annual meeting of stockholders following the grant date, subject to the Non-Employee Director’s Continuous Service through such vesting date. With respect to a Non-Employee Director who, following the Effective Date, was first elected or appointed to the Board on a date other than the date of the Company’s annual stockholder meeting, upon the Company’s first annual stockholder meeting following such Non-Employee Director’s first joining the Board, such Non-Employee Director’s first Annual Grant will be pro-rated to reflect the time between such Non-Employee Director’s election or appointment data and the date of such first annual stockholder meeting.
C.Exercise Period. Vested stock options will be exercisable during any period of service to the Company and for one year thereafter; provided, that no stock option shall be exercisable more than 10 years after the grant date of the stock option.
D.Change in Control. Notwithstanding the foregoing, for each Non-Employee Director who remains in Continuous Service as of, or immediately prior to, a Change in Control that occurs following the Effective Date, the equity awards that were granted pursuant to this Policy will become fully vested immediately prior to such Change in Control.
E.Additional Provisions: All provisions of the Plan not inconsistent with this Policy will apply to awards granted to a Non-Employee Director. Non-Employee Directors will be required to execute an award agreement in a form satisfactory to the Company prior to receipt of an Initial Grant or Annual Grant.
IV.Non-Employee Director Compensation Limit
Notwithstanding anything herein to the contrary, the cash compensation and equity compensation that each Non-Employee Director is entitled to receive under this Policy shall in no event exceed the limits set forth in Section 3(d) of the Plan.
V.Ability to Decline Compensation
A Non-Employee Director may decline all or any portion of his or her compensation under this Policy by giving notice to the Company prior to the date such cash is earned or such equity awards are to be granted, as the case may be.
The Company will reimburse each Non-Employee Director for ordinary, necessary and reasonable out-of-pocket travel expenses to cover in-person attendance at and participation in Board and committee meetings; provided, that the Non-Employee Director timely submits to the Company appropriate documentation substantiating such expenses in accordance with the Company’s travel and expense policies or procedures, as in effect from time to time.
Approved by the Board of Directors: June 4, 2026
