| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On November 28, 2022, the board of directors (the “Board”) of Aeglea Biotherapeutics, Inc. (the “Company”) appointed Jeffrey M. Goldberg, age 50, as President and Chief Executive Officer, and as a Class III director, effective November 29, 2022. In conjunction with the appointment of Mr. Goldberg, Jim Kastenmayer resigned from his position as the Company’s Interim Chief Executive Officer. Mr. Kastenmayer will continue in his role as the Company’s General Counsel and Corporate Secretary.
Mr. Goldberg served as an Independent Biopharma Consultant from November 2021 to November 2022. From December 2019 to November 2021, Mr. Goldberg served as Chief Executive Officer at Immunitas Therapeutics, Inc. From January 2015 to December 2019, Mr. Goldberg was Chief Operating Officer at Akeca Therapeutics, Inc. Mr. Goldberg received a S.M. in Chemical Engineering and a M.B.A. from the Massachusetts Institute of Technology, and a B.S. in Chemical Engineering from Cornell University.
Pursuant to his offer letter, Mr. Goldberg will (i) receive an annual base salary of $600,000, (ii) be eligible to receive a cash bonus of up to 50 % of his annual base salary, subject to the achievement of certain performance criteria and (iii) receive an annual housing allowance of $35,000. Additionally, pursuant to his severance agreement, Mr. Goldberg will receive the following benefits if his employment is terminated for any reason other than for cause or if he voluntarily resigns his employment for good reason: (i) 12 months of his monthly base salary; (ii) one-hundred percent (100%) of his annual target bonus; (iii) payment for the full amount of his premiums under COBRA for 12 months; and (iv) any outstanding equity awards, including awards that would otherwise vest only upon satisfaction of performance criteria, shall accelerate and become vested and exercisable as if an additional twelve (12) months of vesting had occurred to the then-unvested shares subject to the equity award. Additionally, if his employment is terminated within 12 months of a change in control or within three months preceding a change in control for any reason other than for cause or he voluntarily resigns his employment for good reason during such period, we will provide him with the following benefits: (i) 12 months of his monthly base salary; (ii) one-hundred percent (100%) of his annual target bonus; (iii) payment for the full amount of his premiums under COBRA for 12 months; and (iv) 100% vesting for all outstanding and unvested equity awards, including awards that would otherwise vest only upon satisfaction of performance criteria based on achievement of the performance criteria at target.
Effective November 29, 2022 and pursuant to his offer letter, Mr. Goldberg also received a stock option to purchase 1,884,838 shares of common stock at an exercise price equal to the closing sale price of the common stock on November 29, 2022, as reported by the Nasdaq Global Market, which will vest as to 1/4th of the shares on the date that is one year following November 29, 2022 and 1/48th of the shares monthly thereafter until fully vested, subject to his continued service to the Company.
The foregoing descriptions of Mr. Goldberg’s offer letter and severance agreement is qualified in its entirety by reference to the offer letter and severance agreement a copy of which will be filed with the Company’s Annual Report on Form 10-K for the year ending December 31, 2022.
The Company has entered into its standard form of indemnification agreement with Mr. Goldberg. The form of the amended and restated indemnification agreement was previously filed by the Company as Exhibit 10.1 to the Company’s Form 10-Q filed with the Securities and Exchange Commission on August 9, 2018 and incorporated by reference herein.
There are no arrangements or understandings between Mr. Goldberg and any other persons, pursuant to which he was appointed as Chief Executive Officer. There are also no family relationships between Mr. Goldberg and any director or executive officer of the Company, nor does Mr. Goldberg have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
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