NeoPhotonics Corporation Non-Employee Director Compensation Policy



 Exhibit 10.25 

NeoPhotonics Corporation 

Non-Employee Director Compensation Policy 

Effective: Upon the effectiveness of the IPO 

Each member of the Board of Directors (the “Board”) who is not also serving as an employee of NeoPhotonics Corporation
(“NeoPhotonics”) or any of its subsidiaries (each such member, a “Director”) will receive the following compensation for his or her Board service: 

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. The meeting fees set forth below are payable on the last day of each fiscal
quarter in which the service occurred. If a Director joins the Board at a time other than effective as of the first day of a fiscal quarter, each annual retainer/fee 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 Director provides the service, and regular full quarterly payments thereafter. All annual cash fees are vested upon payment; meeting fees are vested upon the date of the
meeting. 
  

	1.	Annual Board Service Retainer: 

  

	 	a.	Chairman of the Board: $36,000 


	 	b.	All other Directors: $36,000 


	 	c.	Lead Director Fee: $1,000 per regular meeting (expected to be $5,000 per year assuming one meeting per quarter plus one annual plan meeting) 


 

	2.	Annual Committee Chair Service Fee: 

  

	 	a.	Chairman of the Audit Committee: $24,000 


	 	b.	Chairman of the Compensation Committee: $9,000 


	 	c.	Chairman of the Nominating & Corporate Governance Committee: $9,000 


 

	3.	Annual Committee Member (non-Chair) Service Fee: 

  

	 	a.	Audit Committee: $12,000 


	 	b.	Compensation Committee: $6,000 


	 	c.	Nominating & Corporate Governance Committee: $6,000 

  

	4.	Meeting Fees: 

  

	 	a.	Meeting fee for member of the Technical Advisory Board: 

  

	 	•	 	 $5,000 per meeting if the meeting requires long distance travel (i.e. >1 day) 



 

	 	•	 	 $2,500 per meeting if the meeting does not require such travel (i.e. <1 day for a conference call meeting) 



 

 1. 








 Equity Compensation 

The equity compensation set forth below will be granted under the NeoPhotonics Corporation 2010 Equity Incentive Plan (the “Plan”), subject to
the shareholders’ approval of the Plan. All stock options granted under this policy will be non-statutory stock options, with an exercise price per share equal to 100% of the Fair Market Value (as defined in the Plan) of the underlying
NeoPhotonics common stock on the date of grant, and a term of ten (10) years from the date of grant (subject to earlier termination in connection with a termination of service as provided in the Plan). 

1. Initial Grant: On the date of the Director’s initial election to the Board (or, if such date is not a market trading day, the first market
trading day thereafter), the Director will be automatically, and without further action by the Board, granted a stock option for a number of shares equal to (i) $100,000 divided by (ii) the Fair Market Value of a share of NeoPhotonics
common stock on the date of grant, rounded down for any partial share. Such option will vest in forty-eight (48) equal monthly installments from the grant date, such that the option is fully vested on the fourth anniversary of the date of
grant, subject to the Director’s Continuous Service (as defined in the Plan). A Director who, in the one year prior to his or her initial election to serve on the Board as a non-employee director, served as an employee of NeoPhotonics or one of
its subsidiaries will not be eligible for an initial grant. 
 2. Annual Grant: On the date of each NeoPhotonics annual shareholder
meeting held after the effective date of the Company’s initial public offering, each Director will be automatically, and without further action by the Board, granted a stock option for a number of shares equal to (i) $50,000 divided by
(ii) the Fair Market Value of a share of NeoPhotonics common stock on the date of grant, rounded down for any partial share. Such option will vest in twenty-four (24) equal monthly installments from the date of grant, such that the option
is fully vested on the second anniversary of the date of grant, subject to the Director’s Continuous Service. 
  

 2.