EX-10.5





 Exhibit 10.5 

AURA BIOSCIENCES, INC. 

NON-EMPLOYEE DIRECTOR COMPENSATION POLICY 

The purpose of this Non-Employee Director Compensation Policy (the “Policy”) of Aura Biosciences, Inc. (the
“Company”) is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber directors who are not employees or officers of the Company or its subsidiaries (“Outside
Directors”). This Policy will become effective as of the effective time of the registration statement for the Company’s initial public offering of its equity securities (the “Effective Date”). In furtherance of the purpose stated
above, all Outside Directors shall be paid compensation for services provided to the Company as set forth below: 
 Cash Retainers 

Annual Retainer for Board Membership: $40,000 for general availability and participation in meetings and conference calls of our Board
of Directors, to be paid quarterly in arrears, pro-rated based on the number of actual days served by the director during such calendar quarter. No additional compensation will be paid for attending individual
meetings of the Board of Directors. 
  

					
	 Additional Annual Retainer for Non-Executive
Chair:
	  	$	30,000	 
	 Additional Annual Retainers for Committee Membership:
	  			
	 Audit Committee Chair:
	  	$	15,000	 
	 Audit Committee member:
	  	$	7,500	 
	 Compensation Committee Chair:
	  	$	10,000	 
	 Compensation Committee member:
	  	$	5,000	 
	 Nominating and Corporate Governance Committee Chair:
	  	$	8,000	 
	 Nominating and Corporate Governance Committee member:
	  	$	4,000	 

 Chair and committee member retainers are in addition to retainers for members of the Board of Directors. No
additional compensation will be paid for attending individual committee meetings of the Board of Directors. 
 Equity Retainers 

Initial Award: An initial, one-time stock option award (the “Initial Award”) to
purchase 32,000 shares will be granted to each new Outside Director upon his or her election to the Board of Directors, which shall vest in equal annual installments over three years from the date of grant, 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 

  
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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 2021 Stock Option and Incentive Plan) of the
Company’s common stock on the date of grant. This Initial Award applies only to Outside Directors who are first elected to the Board of Directors subsequent to the Effective Date. 

Annual Award: On each date of each Annual Meeting of Stockholders of the Company following the Effective Date (the “Annual
Meeting”), each continuing Outside Director, other than a director receiving an Initial Award, will receive an annual stock option award (the “Annual Award”) to purchase 16,000 shares, which shall vest in full upon the earlier of
(i) the first anniversary of the date of grant or (ii) 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 2021 Stock Option and Incentive Plan) of the Company’s common stock on the date of grant. 
 Sale Event Acceleration: All
outstanding Initial Awards and Annual Awards held by an Outside Director shall become fully vested and exercisable upon a Sale Event (as defined in the Company’s 2021 Stock Option and Incentive Plan). 

Expenses 
 The Company will reimburse all
reasonable out-of-pocket expenses incurred by non-employee directors in attending meetings of the Board of Directors or any committee thereof. 

Maximum Annual Compensation 
 The
aggregate amount of compensation, including both equity compensation and cash compensation, paid by the Company to any Outside Director in a calendar year for services as an Outside Director period shall not exceed $750,000; provided, however, that
such amount shall be $1,000,000 for the calendar year in which the applicable Outside Director is initially elected or appointed to the Board of Directors; (or such other limits as may be set forth in Section 3(b) of the Company’s 2021
Stock Option and Incentive Plan or any similar provision of a successor plan). For this purpose, the “amount” of equity compensation paid in a calendar year shall be determined based on the grant date fair value thereof, as determined in
accordance with FASB ASC Topic 718 or its successor provision, but excluding the impact of estimated forfeitures related to service-based vesting conditions. 

Adopted October 7, 2021. 

  
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