Exhibit 10.5


 


SPRINGWORKS THERAPEUTICS, INC.

NON-EMPLOYEE DIRECTOR COMPENSATION POLICY


 


The purpose of this Non-Employee Director Compensation
Policy (the “Policy”) of SpringWorks Therapeutics, 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 Policy 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 Board (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: $65,000


 


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	 



 


Note:
Chair and committee member retainers are in addition to retainers for members of the Board of Directors.


 


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 2019, such amounts shall be pro-rated based on the number of calendar days served by such Eligible
Director following the Effective Date.


 


For purposes
of this Policy, “Value” means with respect to any award of stock options the grant date fair value of the option (i.e.,
Black-Scholes Value) determined in accordance with the reasonable assumptions and methodologies employed by the Company for calculating
the fair value of options under ASC 718.


 






    	 	 	 



     


    

 


Equity Retainers


 


Initial Equity
Grant: Upon the Effective Date, each Eligible Director serving as of such date shall receive a one-time equity grant of an
option to purchase that number of shares of Common Stock that has a Value equivalent to $336,819. 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. 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 that number of shares of Common Stock that has a Value equivalent to $336,819. 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
will receive an annual equity grant of an option to purchase that number of shares of Common Stock
that has a Value equivalent to $168,410. Such annual equity grant shall vest on the earlier of the one-year anniversary of the
grant date and 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 death, disability of an Eligible Director or upon a Sale Event
(as defined in the Company’s 2019 Stock Option and Incentive Plan). In addition, Eligible Directors will have until the earlier
of one year following cessation of service as a director or the original expiration date of the option to exercise the option (to
the extent vested at the date of such cessation), provided that the Eligible Director has not been removed for cause.


 


Any stock option granted to an Eligible Director pursuant to this
Policy will be granted at an exercise price equal to the Fair Market Value of a share of Common Stock on the date of grant (as
defined in the Company’s 2019 Stock Option and Incentive Plan).


 


Expenses


 


The Company shall reimburse all reasonable
out-of-pocket expenses incurred by Eligible Directors in attending Board and committee meetings.


 


ADOPTED: August
7, 2019, subject to effectiveness of the Company’s Registration Statement on Form S-1.