| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b)
On January 28, 2022, Vineet R. Jindal notified Reneo Pharmaceuticals, Inc. (the “Company”) of his intention to resign from his position as the Company’s Chief Financial Officer, effective as of March 31, 2022 (the “Separation Date”).
(e)
On February 2, 2022, in connection with Mr. Jindal’s resignation, the Company entered into a Transition, Separation and Consulting Agreement with Mr. Jindal (the “Agreement”).
The Agreement provides that until the Separation Date, (i) Mr. Jindal will continue to (a) serve as the Company’s Chief Financial Officer, (b) receive a base salary of $385,000 per year and (c) be eligible for the Company’s standard benefits and (ii) Mr. Jindal’s outstanding equity awards (the “Equity Awards”) will continue to vest according to the terms of the Company’s 2014 Equity Incentive Plan, as amended, and the Company’s 2021 Equity Incentive Plan (the “Equity Plans”), as applicable, and the applicable grant documents but that such vesting will cease as of the Separation Date.
In connection with the separation, and contingent upon Mr. Jindal’s execution of a standard release of claims (the “Release”), the Company has agreed to (i) pay Mr. Jindal, as severance, continued payment of his base salary for a period of nine months, (ii) provide coverage under COBRA for up to 12 months and (iii) accelerate the vesting of the Equity Awards that are subject to time-based vesting requirements as if Mr. Jindal had completed an additional 12 months of service with the Company as of the Separation Date.
Additionally, pursuant to the Agreement, the Company has agreed, subject to Mr. Jindal’s execution of the Release, to engage Mr. Jindal as a consultant for a period of 12 months from the Separation Date (the “Consulting Period”). As consideration for his consulting services, (i) Mr. Jindal will receive cash compensation at the rate of $375 per hour and (ii) the Company has agreed to extend the period of time during which Mr. Jindal may exercise any vested, outstanding and unexercised stock options as of the Separation Date to the earliest of (i) three months following the termination of the Consulting Period, (ii) the applicable expiration date of such stock options, and (iii) such earlier date as provided or permitted under the Equity Plans.
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 fiscal year ended December 31, 2021.
