Exhibit 10.12




The Board of Directors of CNS Pharmaceuticals, Inc. (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, effective as of March 12, 2020, 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 a corporation 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.


Cash Fees


Commencing April 1, 2020, the following annual cash fees shall be paid to the Outside Directors and to each Outside Director serving as Chairperson of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, as applicable:


Base Committee Chair Committee Member
Audit Compensation Nominating & Governance Audit Compensation Nominating & Governance
 $35,000  $10,000  $7,000  $5,000  $5,000  $3,500  $3,000






Note: Chair and Committee member compensation are not additive.