EX-10.22 3 caba-ex1022_208.htm EX-10.22

Exhibit 10.22

CABALETTA BIO, INC.

AMENDED AND RESTATED NON-EM PLOYEE DIRECTOR COMPENSATION POLICY

The purpose of this Amended and Restated Non-Employee Dir ec tor Compensation Policy of Cabaletta Bio, Inc. (the “Co m pany”), is to provide a tot al compensation packa ge that e n ables the Company to attract and retain, on a long-term basis, hi g h-c aliber directors who are not empl o y e es or offic ers of the Company or its subsidiaries. In furtherance of the purpo se stated above, all non-empl o y ee directors sh all be p aid compensation for servic es provided to the Company as s et forth below:

Cash R e taine r s

Annu a l R e tain e r for B o a rd Memb e rshi p: $35,000 for gene r al a v ail ability and particip ation in meetings and conf ere n ce calls of our Board of Dir ectors, to be paid qu arterl y in arrears, pro-rated based on the number of actual days served by the director during such calendar quarter.

Addit i on a l R e tain e rs f or Com m i t tee Memb e rshi p:

Audit Committee Chair:$15,000

Audit Committee member:$7,500

Compensa tion Committee Chair:$10,000

Comp ensation Committee member:$5,000

Nominating and Corporate Governan ce Committee Chair:$8,000

Nominating and Corporate Governa n ce Committee member:$4,000

Note: Chair and committee member retainers are in addition to retainers for members of the Board of Directors.

E qu ity Re taine r s

Initial Award: An initial, one-time stock option award (the “Initial Award”) of 44,000 shares will be granted to each new non-employee director upon his or her election to the Board of Directors, which shall vest in equal quarterly installments over three years from the date of vesting commencement, provided, however, that all vesting shall cease if the director resigns from the Board of Directors or otherwise ceases to serve as a director of the Company. The Initial Award shall expire ten years from the date of grant, and shall have a per share exercise price equal to the Fair Market Value (as defined in the Company’s 2019 Stock Option and Incentive Plan) of the Company’s common stock on the date of grant. This Initial Award

applies only to non-employee directors who are first elected to the Board of Directors subsequent to the Company’s initial public offering.

Annual Award: Commencing in 2021, on each date of the Company’s Annual Meeting of Stockholders following the completion of the Company’s initial public offering (the “Annual Meeting”), each continuing non-employee member of the Board of Directors, other than a director receiving an Initial Award, will receive an annual stock option award (the “Annual Award”) of 22,000 shares, which shall vest in full upon the earlier to occur of the first anniversary of the date of grant or the date of the next Annual Meeting; provided, however, that all vesting shall cease if the director resigns from the Board of Directors or otherwise ceases to serve as a director, unless the Board of Directors determines that the circumstances warrant continuation of vesting. Such Annual Award shall expire ten years from the date of grant, and shall have a per share exercise price equal to the Fair Market Value (as defined in the Company’s 2019 Stock Option and Incentive Plan) of the Company’s common stock on the date of grant.

Each Initial Award and Annual Award will become immediately vested and exercisable upon a Sale Event (as defined in the Company’s 2019 Stock Option and Incentive Plan).

Ex p e ns e s

The Company will reimburse all r easonab le out-of-pocket e xpenses incurred by non-empl o y ee directors in attending me etings of the Board or a ny Committee.

Adopted October 14, 2019, and effective as of October 24, 2019

Amended and restated effective as of February 11, 2020