AGLE Aeglea BioTherapeutics Inc

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d)

On November 12, 2021, the board of directors (the “Board”) of Aeglea Biotherapeutics, Inc. (the “Company”) appointed Hunter Smith as a Class I director and as a member of the Audit Committee, effective immediately.

Mr. Smith has served as Chief Financial Officer of Rhythm Pharmaceuticals, Inc. since July 2017 and Treasurer since August 2017. He has more than 25 years of global finance and management experience across multiple industries and financial disciplines, including expertise in business analysis and planning, mergers and acquisitions, capital raising and investor relations. Previously, he was Vice President, Finance and Chief Financial Officer of the Inflammation and Immunology Business Unit at Celgene Corporation from 2013 to July 2017. Before joining Celgene, Mr. Smith worked in roles of increasing responsibility at Bunge Limited from 1999 to 2013, including Director of Investor Relations, Chief Financial Officer—Asia, Corporate Treasurer, and Chief Financial Officer of Bunge's Sugar and Bioenergy Segment. Mr. Smith served previously as an independent director of Genessee & Wyoming Inc. and was a member of its compensation and nominating and governance committees. Mr. Smith holds an MBA in Finance from New York University's Stern School of Business and a B.A. in History, with honors, from Northwestern University. We believe Mr. Smith is qualified to serve on our board of directors because of his business and leadership experience in the life sciences industry.

In connection with Mr. Smith’s election as a non-employee director of the Board, he will receive a pro rata portion of the $40,000 annual retainer for service as a director for the remaining portion of the year, and a pro rata portion of the $7,500 annual retainer for service as a member of the Audit Committee for the remaining portion of the year, each in accordance with the Company’s existing compensation policy for non-employee directors. In addition, the Board granted to Mr. Smith, effective November 12, 2021, a stock option to purchase 60,000 shares of common stock at an exercise price equal to the closing sale price of the common stock on November 12, 2021, as reported by the Nasdaq Global Market, which will vest monthly over three years, subject to his continued service to the Company.

The Company has entered into its standard form of indemnification agreement with Mr. Smith. The form of the indemnification agreement was previously filed by the Company as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on September 14, 2015 and incorporated by reference herein.

There are no arrangements or understandings between Mr. Smith and any other persons pursuant to which Mr. Smith was selected as a member of the Board. There are also no family relationships between Mr. Smith and any director or executive officer of the Company, nor does Mr. Smith 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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