EX-10.40





 Exhibit 10.40 

LIANBIO 

NON-EMPLOYEE DIRECTOR COMPENSATION
POLICY 
 Effective as of the initial public offering (the “IPO”) of the American depository shares
representing the ordinary shares of LianBio (the “Company”), each individual who provides services to the Company as a member of the Board of Directors (the “Board”), other than any director who is employed by the
Company or one of its subsidiaries (a “Covered Non-Employee Director”), will be entitled to receive the following amounts of compensation, subject to the limitations included in the
Company’s 2021 Equity Incentive Plan: 
  

			
	 Type of

Compensation
	  	 Amount and

Form of Payment

	Annual cash retainer	  	$40,000 (and an additional annual cash retainer of $25,000 for the lead independent director, if applicable)
		
	Additional annual cash retainer for members of the Compensation Committee	  	$6,000 ($12,000 for the chair of the Compensation Committee)
		
	Additional annual cash retainer for members of the Nominating and Corporate Governance Committee	  	$5,000 ($10,000 for the chair of the Nominating and Corporate Governance Committee)
		
	Additional annual cash retainer for members of the Audit Committee	  	$10,000 ($20,000 for the chair of the Audit Committee)
		
	Initial equity retainer	  	Each Covered Non-Employee Director who is first elected to the Board will, upon his or her initial election to the Board, be granted 72,600 stock options, such stock options to vest in equal
monthly installments over a period of three years commencing from the date of grant, subject to the Covered Non-Employee Director’s continued service to the Board through the applicable vesting
date.
		
	Annual equity retainer	  	Commencing in fiscal 2022, on the date of the first meeting of the Board following the annual meeting of stockholders of the Company, each Covered Non-Employee Director who is not first
elected or appointed to the Board during the fiscal year of such meeting (including, for the avoidance of doubt, at the time of the annual meeting) shall be granted 36,300 stock options, such stock options to vest on the one-year anniversary of the date of grant subject to the Covered Non-Employee Director’s continued service to the Board through the applicable vesting date. For the
avoidance of doubt, in no event shall a Covered Non-Employee Director receive both an initial equity award and an annual equity award in their first calendar year of service on the
Board.














			
		
	Additional equity terms	  	Each stock option grant will be subject to the terms and conditions of the Company’s 2021 Equity Incentive Plan (or any successor plan), including any individual limits contained therein.
		
	Approval	  	The Board or the Compensation Committee thereof shall approve the grants described in this Non-Employee Director Compensation Policy.

 All cash fees will be payable in arrears on a quarterly basis or, to the extent earned, upon the earlier resignation or
removal of the Covered Non-Employee Director and will be prorated for any fiscal quarter of partial service, including, for the avoidance of doubt, for the fiscal quarter in which the IPO occurs, based on the
number of calendar days the Covered Non-Employee Director was a member of the Board or the applicable committee. 

In addition, Covered Non-Employee Directors will be reimbursed by the Company for reasonable travel and other expenses
incurred in connection with the Covered Non-Employee Director’s attendance at Board and committee meetings, in accordance with the Company’s policies as in effect from time to time. 

The Board (or the Compensation Committee thereof) may amend this Non-Employee Director Compensation Policy at any
time.