EX-10.8





 Exhibit 10.8 

VERVE THERAPEUTICS, INC. 

NON-EMPLOYEE DIRECTOR COMPENSATION POLICY 

Effective on the effective date of the Registration Statement on Form S-1 relating to the
initial public offering (“IPO”) of Verve Therapeutics, Inc. (the “Company”), the Company’s non-employee directors shall receive the following compensation for their service
as members of the Board of Directors (the “Board”) of the Company. 
 Director Compensation 

Our goal is to provide compensation for our non-employee directors in a manner that enables
us to attract and retain outstanding director candidates and reflects the substantial time commitment necessary to oversee the Company’s affairs. We also seek to align the interests of our directors and our stockholders and we have chosen to do
so by compensating our non-employee directors with a mix of cash and equity-based compensation. 

Cash Compensation 

The fees that will be paid to our non-employee directors for service on the Board, and for
service on each committee of the Board on which the director is then a member, and the fees that will be paid to the chairperson of the Board, if one is then appointed, and the chairperson of each committee of the Board will be as follows: 

 

									
	 	  	Member Annual
Fee	 	  	Chairperson Incremental
Annual Fee	 
	 Board of Directors
	  	$	35,000	 	  	$	30,000	 
	 Audit Committee
	  	$	7,500	 	  	$	7,500	 
	 Compensation Committee
	  	$	5,000	 	  	$	5,000	 
	 Nominating and Corporate Governance Committee
	  	$	4,000	 	  	$	4,000	 

 The foregoing fees will be payable in arrears in four equal quarterly installments on the last day of each
quarter, provided that (i) the amount of such payment will be prorated for any portion of such quarter that the director is not serving on the Board, on such committee or in such position, and (ii) no fee shall be payable in respect of any
period prior to the effective date of the Registration Statement on Form S-1 relating to our IPO and the first payment hereunder after such effective date shall be prorated. 

Equity Compensation 

Initial Grants. Upon initial election to the Board, each non-employee director will be
granted, automatically and without the need for any further action by the Board, an initial equity award of an option to purchase 47,664 shares of our common stock. The initial award shall have a term of ten years from the date of the award, and
shall vest and become exercisable as to 2.7778% of the shares underlying such award at the end of each successive one-month period following the grant date until the third anniversary of the grant
date, subject to the non-employee director’s continued service to the Company through each applicable vesting date. The vesting shall accelerate as to 100% of the shares upon a change in control of the
Company. The exercise price of the option shall be the closing price of our common stock on the date of grant. 
 Annual Grants. Each non-employee director who has served as a member of the Board for at least six months prior to the date of our annual meeting of stockholders for a particular year will be granted, automatically and
without the need for any further action by the Board, an option to purchase 25,999 shares of our common stock on the date of the first Board meeting held after our annual meeting of stockholders for such year. The annual award shall have a term of
ten years from the date of the award, and shall vest and become exercisable in full on the one-year anniversary of the grant date (or, if earlier, immediately prior to the first annual meeting of
stockholders occurring after the grant date), subject to the non-employee director’s continued service to the Company through each applicable vesting date. The vesting shall accelerate as to 100% of the
shares upon a change in control of the Company. The exercise price of the option shall be the closing price of our common stock on the date of grant. 












 The foregoing share amounts shall be automatically adjusted in the event of any stock split,
reverse stock split, stock dividend, recapitalization, combination of shares, reclassification of shares, spin-off or other similar change in capitalization or event effecting our common stock, or
any distribution to holders of our common stock other than an ordinary cash dividend, in each case only if such event occurs after the effective date of the Registration Statement on
Form S-1 relating to our IPO. 
 The initial awards and the annual awards shall be subject
to the terms and conditions of our 2021 Stock Incentive Plan, or any successor plan, and the terms of the option agreements entered into with each director in connection with such awards. 

Expenses 
 Upon
presentation of documentation of such expenses reasonably satisfactory to the Company, each non-employee director shall be reimbursed for his or her reasonable out-of-pocket business expenses incurred in connection with attending meetings of the Board and committees thereof or in connection with other business related to the Board, and each non-employee director shall also be reimbursed for his or her reasonable out-of-pocket business expenses
authorized by the Board or a committee of the Board that are incurred in connection with attendance at various conferences or meetings with management of the Company, in accordance with the Company’s travel policy, as it may be in effect from
time to time.