EX-10.12



 Exhibit 10.12 

KURA ONCOLOGY, INC. 

NON-EMPLOYEE DIRECTOR COMPENSATION POLICY 

Each member of the Board of Directors (the “Board”) who is not also serving as an employee of Kura Oncology, Inc.
(“Kura”) or any of its subsidiaries (each such member, an “Eligible Director”) will receive the compensation described in this Non-Employee Director Compensation Policy for his or her Board service on
and following the date of the approval of this policy by the Board (the “Effective Date”). This policy is effective as of the Effective Date and may be amended at any time in the sole discretion of the Board or the
Compensation Committee of the Board. 
 Annual Cash Compensation 

The annual cash compensation amount set forth below is payable in equal quarterly installments, payable in arrears on the last day of each fiscal quarter in
which the service occurred. If an Eligible 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 below will be pro-rated based on days served in
the applicable fiscal year, with the pro-rated amount paid for the first fiscal quarter in which the Eligible Director provides the service, and regular full quarterly payments thereafter. All annual cash fees are vested upon payment. 

 

	1.	Annual Board Service Retainer: 

 All Eligible Directors: $50,000.00 

Equity Compensation 
 The equity compensation set forth
below will be granted under the Kura Oncology, Inc. Amended and Restated 2014 Equity Incentive Plan (the “Plan”), subject to the Kura stockholders’ approval of the Plan. 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 of Kura on the date of grant, and a term of ten years from the date of grant (subject to
earlier termination in connection with a termination of service as provided in the Plan, provided that upon a termination of service other than for death, disability or cause, the post-termination exercise period will be 12 months from the date of
termination). 
 1. Initial Grant: On the date of the Eligible Director’s initial election to the Board, for each Eligible Director who is first
elected to the Board following the Effective Date (or, if such date is not a market trading day, the first market trading day thereafter), the Eligible Director will be automatically, and without further action by the Board or Compensation Committee
of the Board, granted a stock option for 30,000 shares (the “Initial Grant”). The shares subject to each Initial Grant will vest in equal annual installments over a three year period such that the option is fully vested on
the third anniversary of the date of grant, subject to the Eligible Director’s Continuous Service (as defined in the Plan) through each such vesting date and will vest in full upon a Change in Control (as defined in the Plan). 

  
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 2. Annual Grant: On the date of each Kura’s annual stockholder meeting held after the Effective Date,
for each Eligible Director who continues to serve as a non-employee member of the Board (or who is first elected to the Board at such annual stockholder meeting), the Eligible Director will be automatically, and without further action by the Board
or Compensation Committee of the Board, granted a stock option for 10,000 shares (the “Annual Grant”). In addition, each Eligible Director who is first elected to the Board following the Effective Date and other than at an
annual stockholder meeting will be automatically, and without further action by the Board or Compensation Committee of the Board, granted an Annual Grant, pro rated for the number of months remaining until the next annual stockholder meeting. The
shares subject to the Annual Grant will vest on the one year anniversary of the date of grant, subject to the Eligible Director’s Continuous Service (as defined in the Plan) through such vesting date and will vest in full upon a Change in
Control (as defined in the Plan). 

  
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