UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e)
On December 23, 2021, Reneo Pharmaceuticals, Inc. (the “Company”) entered into a Transition, Separation and Consulting Agreement (the “Agreement”) with Wendy Johnson, in connection with her previously announced resignation from the Company.
The Agreement provides that until December 31, 2021 (the “Separation Date”), Ms. Johnson will continue to serve as the Company’s Chief Business Officer, a role which she undertook upon the hiring and appointment of Ashley F. Hall, J.D. to the position of Chief Development Officer. Until the Separation Date, Ms. Johnson will continue to receive a base salary of $365,000 per year and will continue to be eligible for the Company’s standard benefits. Ms. Johnson’s options to purchase shares of the Company’s common stock (the “Equity Awards”) will continue to vest according to the terms of the Company’s 2014 Equity Incentive Plan, as amended, and the option agreements under such plan.
In connection with the separation, and contingent upon Ms. Johnson’s execution of a standard release of claims (the “Release”), the Company has agreed to pay Ms. Johnson severance in the amount of $100,000 (the “Severance Payment”), subject to standard withholdings. The Severance Payment will be paid to Ms. Johnson as a lump sum within ten days of the Release being executed.
Additionally, pursuant to the Agreement, the Company has agreed, subject to Ms. Johnson’s execution of the Release, to engage her as a consultant (the “Consulting Agreement”) for a period of eighteen months from the Separation Date (the “Consulting Period”). As consideration for her consulting services, the Equity Awards will continue to vest during the Consulting Period, provided that if the Company prevents the consulting relationship with Ms. Johnson to commence on the Separation Date or if, prior to June 30, 2023, the Company terminates the consulting relationship with Ms. Johnson, in each case, for a reason other than due to her breach of the Agreement or of a continuing obligation owed to the Company, then the Company shall accelerate the vesting of her outstanding Equity Awards in full. Ms. Johnson will also receive cash compensation at the rate of $10,000 per calendar month for her consulting services, provided that if the number of hours of consulting services Ms. Johnson provides in a calendar month is greater than 32 hours, she shall be compensated at an hourly rate for every excess hour.
The foregoing description of the material terms of the Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Agreement, a copy of which the Company intends to file with the Securities and Exchange Commission as an exhibit to the Company’s Annual Report on Form 10-K for the year ending December 31, 2021.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Reneo Pharmaceuticals, Inc. | ||||||
| Date: December 27, 2021 | By: | /s/ Gregory J. Flesher | ||||
| Gregory J. Flesher Chief Executive Officer | ||||||