EX-10.4





 Exhibit 10.4 

CODIAK BIOSCIENCES, INC. 

NON-EMPLOYEE DIRECTOR COMPENSATION PRACTICES 

The purpose of this Non-Employee Director Compensation Practices (the “Practices”) of Codiak
BioSciences, Inc., a Delaware corporation (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. This Practices will become effective as of the effective time of the registration statement for the Company’s initial firm commitment underwritten public offering of equity securities (the “Effective Date”) and
will apply to all non-employee directors of the Company (such directors, the “Eligible Directors”) of the Company (the “Board”). In furtherance of this purpose, except as
otherwise provided in any written agreement between the Company and an Eligible Director, all Eligible Directors shall be paid compensation for services provided to the Company as set forth below: 

Cash Retainers 
 Annual Retainer for Board
Membership: $35,000 for general availability and participation in meetings and conference calls of our Board. No additional compensation for attending individual Board meetings. 

 

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

 No additional compensation for attending individual committee meetings. All cash retainers will be paid
quarterly, in arrears, or upon the earlier of resignation or removal of the Eligible Director. Cash retainers owing to Eligible Directors shall be annualized, meaning that with respect to Eligible Directors who join the Board during the calendar
year, and with respect to all Eligible Directors for 2020, such amounts shall be pro-rated based on the number of calendar days served by such Eligible Director following the Effective Date. 

Equity Retainers 
 Initial Equity Grant: For
each Eligible Director joining the Board after the Effective Date, upon his or her initial appointment to the Board, each such Eligible Director shall receive a one-time equity grant of an option to purchase
20,000 shares of the Company’s common stock, par value 












 
$0.0001 per share (the “Common Stock”). Such initial equity grant shall vest in equal quarterly installments during the twelve quarters following the grant date, subject to the
Eligible Director’s continued service on the Board through each such date. 
 Annual Equity Grant: Immediately following each annual meeting of
the Company’s stockholders, each continuing Eligible Director who has served as a director for the previous six months will receive an annual equity grant of an option to purchase 10,000 shares of Common Stock. Such annual equity grant shall
vest on the earlier of the one-year anniversary of the grant date or the Company’s next annual meeting of stockholders, subject to the Eligible Director’s continued service on the Board through such
date. All of the foregoing option grants will become immediately exercisable upon the Eligible Director’s death or upon a Sale Event (as defined in the Company’s 2020 Stock Option and Incentive Plan). 

Any stock option granted to an Eligible Director pursuant to this Practices will be granted at an exercise price equal to the fair market value of a share of
Common Stock on the date of grant. 
 Expenses 

The Company shall reimburse all reasonable out-of-pocket expenses incurred by
Eligible Directors in attending Board and committee meetings. 
 ADOPTED: September 17, 2020