Exhibit 10.1
NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM
Exyn Technologies, Inc.
1. Eligibility
All non-employee members of the Board are eligible to participate. Employee directors are not eligible. Market practice is to include all non-employee directors, including investor directors, on the same basis; however, investor directors may decline compensation consistent with their fund policies without prejudice to their Board service.
2. Board Leadership Structure
The Company has elected to designate a Lead Independent Director (LID) rather than a Non-Executive Chair. This reflects the governance structure in place at IPO. For reference, among peer companies: 47% designate a Non-Executive Chair only; 16% designate a Lead Independent Director only; 9% have both; and 28% disclose neither. The LID retainer set forth below is positioned at the market 50th percentile.
3. Annual Cash Retainer
| Compensation Element | Annual Amount |
| General Board Retainer | $40,000 per director |
| Lead Independent Director (additional) | $20,000 |
No per-meeting fees are paid. A retainer-only structure is used by 86% of peer companies and is consistent with market practice. Cash retainers are paid quarterly in arrears. A director who serves for less than a full quarter shall receive a pro-rated retainer for that quarter.
Equity-in-Lieu-of-Cash Election: Directors may elect, no later than December 31 of the preceding calendar year (or, for the initial year, no later than five business days prior to the IPO closing date), to receive all or a portion of their annual cash retainer in the form of additional stock options or RSUs of equivalent value, in lieu of cash. Elections are irrevocable for the applicable year. The form of equity and conversion methodology shall be determined by the Committee at the time of the election.
4. Committee Service Retainers
| Committee Role | Annual Retainer |
| Audit Committee — Chair | $15,000 |
| Audit Committee — Member | $7,500 |
| Compensation Committee — Chair | $10,000 |
| Compensation Committee — Member | $5,000 |
| Nominating/Governance Committee — Chair | $8,000 |
| Nominating/Governance Committee — Member | $4,000 |
Chair retainers reflect total fees for the chair role and are not incremental over member fees. Member retainers are set at 50% of the corresponding chair retainer, consistent with market practice. A director serving as both chair and member of a committee receives only the chair retainer. All retainers are positioned at or near the market 50th percentile.
5. Equity Vehicle and Market Practice Departure
The Committee has affirmatively determined to grant director equity in the form of 100% stock options rather than restricted stock units (RSUs), which are used by 83% of peer companies. Stock options are used by only 3% of peers as the sole equity vehicle. The Committee adopts options for the following reasons specific to the Company’s current circumstances:
| Rationale | Detail |
| Dilution management | A fixed number of options per director, rather than a target dollar value, manages dilution at the Company’s current low market capitalization of approximately $44 million |
| Upside alignment | Options provide greater leverage and align director and stockholder interests during the growth phase preceding and following the IPO |
| No tax withholding at vesting | Unlike RSUs, options do not trigger income tax withholding obligations at the time of exercise, reducing administrative complexity for directors |
| Valuation-based denomination | Only 12% of peers use a fixed number of shares or options; 88% use a target dollar value. The Company adopts a fixed-unit approach now and commits to transitioning to a target dollar value denomination as valuation increases, consistent with the approach used by most recently public companies of comparable size |
Transition Commitment: The Committee commits to reviewing the director equity vehicle and denomination approach in connection with the annual director compensation review once the Company’s market capitalization has grown to a level where a target dollar value approach is operationally appropriate. At that time, the Committee will consider transitioning to RSUs consistent with market practice.
6. Annual Equity Grant
Each non-employee director shall receive an annual equity grant upon election or re-election at each annual meeting of stockholders, with the following terms:
| Grant Element | Terms |
| Grant size | 0.075% of market capitalization per director |
| Market positioning | Between the market 50th percentile (0.059%) and 75th percentile (0.085%) on a percent-of-company basis; grant date value in the bottom decile of peers on a dollar basis ($33,238 vs. peer 50th percentile of $137,500) |
| Approximate grant date value at IPO | $33,238 per director (based on $44M valuation at $5.75 per share) |
| Equity vehicle | 100% stock options (see Section 5 above for rationale) |
| Approximate option count | 11,600 options per director (based on 7.7 million post-IPO shares outstanding); rounded to nearest 100 |
| Total annual burn rate (5 directors) | Approximately 58,000 options; 0.75% of shares outstanding |
| Exercise price | Fair market value on the date of grant; for the first grant at IPO, the exercise price may be set at the IPO price |
| Vesting | Cliff vest on the earlier of: (i) the first anniversary of the grant date, or (ii) the day prior to the next annual meeting of stockholders following the grant date |
| Maximum grant date value cap | $200,000 per director per year (to manage proxy disclosure value) |
First Grant Timing: The first annual equity grant to the current non-employee directors shall be granted and issued on the Effective Date (June 24, 2026), at an exercise price equal to the fair market value of the Common Stock on that date. Ted Tewksbury is the only current board member with unvested equity holdings; the Committee has considered any resulting inequities in connection with the grant made on the Effective Date.
7. Initial Equity Grant (Newly Elected or Appointed Directors)
Each director newly elected or appointed after the IPO who has not previously received a grant under this program shall receive an initial equity grant with the following terms:
| Grant Element | Terms |
| Grant size | 2x the then-current annual grant (approximately 23,200 options; $66,477 at IPO valuation) |
| Market positioning | Below the market 25th percentile on grant date value ($66,477 vs. peer 25th percentile of $186,250); aligned with the market median on a grant multiple basis (2.0x annual) |
| Market prevalence | 31% of peer companies disclose enhanced initial grants; more common for recently public and smaller companies |
| Maximum grant date value cap | $400,000 (to manage proxy disclosure value) |
| Vesting | Ratably over three years from the grant date (annual tranches) |
8. Annual Compensation Limit
The aggregate value of all compensation (cash and equity at grant date fair value) paid to any non-employee director in a calendar year shall not exceed: (a) $750,000; or (b) $1,000,000 in the first calendar year of a director’s appointment. This limit is consistent with the market 50th percentile ($750,000) and shall be incorporated into the Company’s 2026 Equity Incentive Plan as a plan-level limit.
9. Stock Ownership Guidelines
No stock ownership guidelines are adopted at this time, consistent with market practice for recently public companies (only 38% of peer companies have formal director ownership guidelines at time of IPO). For reference, among peers that do have guidelines, the market standard is 3x the annual cash retainer within five years of appointment. The Committee will revisit adoption in connection with a broader executive and director governance policy review, typically within the first five years following the IPO.
10. Expense Reimbursement
The Company shall reimburse non-employee directors for reasonable, documented out-of-pocket expenses incurred in connection with attendance at Board and committee meetings and other Board-related activities, consistent with the Company’s expense reimbursement policy.