APLS 2018 Proxy Statement

During 2017, we did not pay any compensation to Cedric Francois, our President and Chief Executive Officer in connection with his service on our board of directors. Dr. Francois’ compensation is set forth and discussed under “Executive Compensation—2017 Summary Compensation Table” and “—Narrative Disclosure to Summary Compensation Table.” Director Compensation Program Prior to November 2017, we did not pay cash compensation to any non-employee director for his or her service as a director. In October 2017, our board of directors approved a director compensation program that became effective at the time of our initial public offering in November 2017. This program is intended to provide a total compensation package that enables us to attract and retain qualified and experienced individuals to serve as directors and to align our directors’ interests with those of our stockholders. Under our director compensation program, we pay our non-employee directors a cash retainer for service on the board of directors and for service on each committee on which the director is a member. The chairman of each committee and the chairman of the board of directors receive higher retainers for such service. These fees are payable in arrears in four equal quarterly installments on the last day of each quarter, provided that the amount of such payment is prorated for any portion of such quarter that the director is not serving on our board of directors, on such committee or in such position. The fees paid to non-employee directors for service on the board of directors and for service on each committee of the board of directors on which the director is a member are as follows: Member Annual Fee ($) Chairman Additional Annual Fee ($) Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40,000 25,000 Audit Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,000 8,000 Compensation Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,000 5,000 Nominating and Corporate Governance Committee . . . . . . . . . . . . 4,000 4,000 We also reimburse our non-employee directors for reasonable travel and out-of-pocket expenses incurred in connection with attending our board of director and committee meetings. In addition, under our director compensation program, on November 8, 2017, each non-employee director received options to purchase 121,894 shares of our common stock under the 2017 plan. Each of these options vested with respect to 50% of such options immediately upon grant, and will vest with respect to the balance of the options in 12 equal monthly installments with the first installment vesting on December 8, 2017, subject to the non-employee director’s continued service as a director. Each non-employee director that may be elected to our board of directors in the future will receive an option to purchase 35,161 shares of our common stock upon his or her initial election to the board of directors. Each of these options will vest with respect to one-third of the award on each of the first, second and third anniversaries of the grant date, subject to the non-employee director’s continued service as a director. Further, on January 1st of each year, beginning on January 1, 2019, each non-employee director that has served on our board of directors for at least six months will receive an option to purchase 17,580 shares of our common stock. Each of these options will vest in four equal quarterly installments on April 1, July 1 and October 1 of the year in which the grant is made and on January 1 of the following year, unless otherwise provided at the time of grant, subject to the non-employee director’s continued service as a director. All options issued to our non-employee directors under our director compensation program will become exercisable in full upon a change in control of our company, will be granted at an exercise price per share equal to the fair market value of our common stock on the date of grant, and will have a term of ten years. - 22 -