Exhibit 10.5






 


ANGION BIOMEDICA CORP.


 


2014 NON-EMPLOYEE
DIRECTOR COMPENSATION POLICY


 


The Board of Directors of Angion Biomedica
Corp. (the “Company”) has approved the following Non-Employee Director Compensation Policy (this “Policy”)
which establishes compensation to be paid to non-employee directors of the Company, to provide an inducement to obtain and retain
the services of qualified persons to serve as members of the Company’s Board of Directors.


 


Applicable Persons


 


This Policy shall apply to each director
of the Company who is not an employee of, or compensated consultant to, the Company or any Affiliate (each, an “Outside
Director”). “Affiliate” shall mean an entity which is a direct or indirect parent or subsidiary of
the Company, as determined pursuant to Section 424 of the Internal Revenue Code of 1986, as amended.


 


Equity Grants


 


Annual Equity Grants


 


Each Outside Director shall be granted under
the Company’s 2014 Equity Incentive Plan or any successor plan (the “Equity Plan”) a non-qualified stock
option for 20,000 shares of the Company’s common stock each year at the annual meeting of the Board of Directors following
the Company’s annual meeting of stockholders. The equity grants shall vest one year from the date of grant, subject to the
Outside Director’s continued service on the Board of Directors. The grants shall vest in full immediately prior to a change
in control of the Company.


 


All stock options shall have an exercise
price equal to the fair market value of the Company’s common stock as determined in the Equity Plan on the date of grant.


 


Cash Fees 


 


Annual Cash Payments


 


The following annual cash fees shall be
paid to the Outside Directors serving on the Board of Directors and the Audit Committee, Compensation Committee and Nominating
and Governance Committee, as applicable.


 


	Board of Directors or

    Committee of Board of
 Directors	 	Annual Retainer Amount

    for Chair	 	 	Annual Retainer Amount

    for Member	 
	Board of Directors	 	$	55,000	 	 	$	30,000	 
	Audit Committee	 	$	10,000	 	 	 	-	 
	Compensation Committee	 	$	5,000	 	 	 	-	 
	Nominating and Governance Committee	 	$	5,000	 	 	 	-	 



 




    	 



    	 



    

  


In addition, Outside Directors serving
on the Board of Directors and the Audit Committee, Compensation Committee and Nominating and Governance Committee, as
applicable, may be able to receive up to the following amounts based on in-person meeting attendance.1


 


	Board of Directors or

    Committee of Board of
 Directors	 	Maximum Amount for

    Chair	 	 	Maximum Amount for

    Member	 
	Board of Directors	 	$	12,000	 	 	$	6,000	 
	Audit Committee	 	 	-	 	 	$	8,000	 
	Compensation Committee	 	 	-	 	 	$	4,000	 
	Nominating and Governance Committee	 	 	-	 	 	$	4,000	 



 


Payment Terms for
All Cash Fees


 


Cash payments payable to Outside Directors
shall be paid quarterly in arrears as of the last day of each fiscal quarter. Committee cash fees shall commence effective as of
January 1, 2015.


 


Following an Outside Director’s first
election or appointment to the Board of Directors, such Outside Director shall receive his or her cash compensation pro-rated during
the first fiscal quarter in which he or she was initially appointed or elected for the number of days during which he or she provides
service. If an Outside Director dies, resigns or is removed during any quarter, he or she shall be entitled to a cash payment on
a pro-rated basis through his or her last day of service.


 


Expenses


 


Upon presentation of documentation of such
expenses reasonably satisfactory to the Company, each Outside Director shall be reimbursed for his or her reasonable out-of-pocket
business expenses incurred in connection with attending meetings of the Board of Directors and Committees thereof or in connection
with other business related to the Board of Directors, and each Outside Director shall also be reimbursed for his or her reasonable
out-of-pocket business expenses authorized by the Board of Directors or a Committee of the Board of Directors that are incurred
in connection with attendance at various conferences or meetings with management of the Company. Each Outside Director shall abide
by the Company’s travel and other policies applicable to Company personnel.


 





 



 1
Compensation for telephonic meeting participation will be one-half of the stated amount.


 




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Amendments


 


The Compensation Committee
or the Board of Directors shall review this Policy from time to time to assess whether any amendments in the type and amount of
compensation provided herein should be adjusted in order to fulfill the objectives of this Policy.


  




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