Reneo Pharmaceuticals, Inc. Board Appointment Letter Agreement with Paul W. Hoelscher (January 20, 2022)
This agreement confirms the appointment of Paul W. Hoelscher as a member of the Board of Directors and chair of the Audit Committee of Reneo Pharmaceuticals, Inc. Mr. Hoelscher will receive compensation and reimbursement for expenses according to the company's Non-Employee Director Compensation Policy. He is required to fulfill fiduciary duties under Delaware law and will be entitled to indemnification as outlined in the company's governing documents. The agreement clarifies that this is not an employment relationship and becomes effective upon Mr. Hoelscher's acceptance and signature.
January 20, 2022
Paul W. Hoelscher
RE: Member of the Reneo Board of Directors
Dear Paul:
This letter confirms our understanding regarding the terms of your appointment as a member of the Board of Directors (the “Board”) of Reneo Pharmaceuticals, Inc., a Delaware corporation (the “Company”), contingent and effective upon your execution of this letter. In addition, you will also initially serve as a member and as the chair of the Audit Committee of the Board. Nothing in this is meant, or shall be construed in any way or manner, to create between you and the Company a relationship of employer and employee.
In consideration of your services to the Company as a member of the Board and as a member or chair of any of the committees of the Board, you will receive compensation for such services, as applicable, pursuant to the Company’s Non-Employee Director Compensation Policy, as it may be in effect from time to time.
As a member of the Board, pursuant to the Delaware General Corporation Law (“DGCL”) and related case law you will owe fiduciary duties to the Company and its stockholders, including the duty of care (directors must act in good faith, with the care of a prudent person, and in the best interest of the corporation), duty of loyalty (directors must refrain from self-dealing, usurping corporate opportunities and receiving improper personal benefits) and the duty of disclosure (directors must disclose all material information to their fellow directors and, when stockholder action is sought, to the corporation’s stockholders). Our amended and restated certificate of incorporation and amended and restated bylaws provide that, as a director, you will be entitled to indemnification to the fullest extent permitted by the DGCL, and, upon your becoming a member of the Board, we will enter into the Company’s standard form of indemnification agreement with you. We would be happy to arrange a conference with our outside counsel, Cooley LLP, if you have any questions about the indemnification agreement or your duties in general under Delaware law.
As a member of the Board, you will be reimbursed for any reasonable travel and other out-of-pocket expenses incurred in connection with your services on the Board. Please keep copies of all bills, receipts, or other written documentation of such reimbursable expenses and submit such documentation with your requests for reimbursement.
We look forward with enthusiasm to your service as a member of theBoard. If the foregoing terms are acceptable to you, please sign this letter and return it to me.
Sincerely,
/s/ Gregory J. Flesher__________
Gregory J. Flesher
UK: Reneo Pharma Ltd, Innovation House, Office 12B, Discovery Park, Ramsgate Road, Sandwich, Kent, CT13 9FF
USA: Reneo Pharmaceuticals, Inc., 18575 Jamboree Rd. Suite 275-S, Irvine, CA 92612
President and Chief Executive Officer
AGREED TO AND ACCEPTED:
Signature:/s/ Paul W. Hoelscher_________
Paul W. Hoelscher
Date:___1/20/2022________________
UK: Reneo Pharma Ltd, Innovation House, Office 12B, Discovery Park, Ramsgate Road, Sandwich, Kent, CT13 9FF
USA: Reneo Pharmaceuticals, Inc., 18575 Jamboree Rd. Suite 275-S, Irvine, CA 92612
