reta-ex1050_8.htm



Exhibit 10.50

 

Pursuant to Section 141(f) of the General Corporation Law of the State of Delaware and the authority contained in Article III, Section 3.10 of the Second Amended and Restated Bylaws of Reata Pharmaceuticals, Inc., a Delaware corporation (the “Company”), the undersigned, being all the members of the Board of Directors of the Company (the “Board”), hereby consent to the adoption of, and hereby consent to and authorize, the following resolutions by unanimous written consent.

Sixth Amended and Restated Non-Employee Director Compensation Policy

WHEREAS, the Compensation Committee of the Board (the “Compensation Committee”) has reviewed and approved the Sixth Amended and Restated Non-Employee Director Compensation Policy attached hereto as Exhibit A (the “Policy”) and recommended that the Policy be submitted to a subcommittee of the Compensation Committee composed of Jack B. Nielsen and William E. Rose (the “Subcommittee”) for the Subcommittee’s review and approval and adoption of the Policy and the Subcommittee’s recommendation that the Policy be submitted to the Board for the Board’s approval and adoption of the Policy;

WHEREAS, the Subcommittee approved and adopted the Policy and submitted the Policy to the Board with the Subcommittee’s recommendation that the Board approve and adopt the Policy: and

WHEREAS, the Board has reviewed the Policy.

NOW, THEREFORE, BE IT RESOLVED, that the Policy is hereby approved and adopted in all respects.

 

 

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IN WITNESS WHEREOF, each of the undersigned has executed this Unanimous Written Consent as of the date indicated below his name; thereby agreeing that the foregoing recitals and resolutions shall be of the same force and effect as if regularly adopted at a meeting of the Board held upon due notice. This Unanimous Written Consent may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. This Unanimous Written Consent may be executed by facsimile or email transmission and such facsimile or email transmission shall be valid and binding to the same extent as if it was an original, and this Unanimous Written Consent shall be effective at such time as all of the undersigned shall have executed this Unanimos Written Consent.

 


	
 
	
By:
	
/s/ Martin W. Edwards, MD.

	
 
	
Name:
	
Martin W. Edwards, MD.

	
 
	
Date:
	
December 17, 2022

	
 
	
 
	
 

	
 
	
By:
	
/s/ J. Warren Huff

	
 
	
Name:
	
J. Warren Huff

	
 
	
Date:
	
December 17, 2022

 

	
 
	
By:
	
/s/ William D. McClellan, Jr.

	
 
	
Name:
	
William D. McClellan, Jr.

	
 
	
Date:
	
December 17, 2022

	
 
	
 
	
 

	
 
	
By:
	
/s/ R Kent McGaughy, Jr. 

	
 
	
Name:
	
R Kent McGaughy Jr. 

	
 
	
Date:
	
December 17, 2022

	
 
	
 
	
 

	
 
	
By:
	
/s/ Jack B. Nielsen 

	
 
	
Name:
	
Jack B. Nielsen 

	
 
	
Date:
	
December 17, 2022

	
 
	
 
	
 

	
 
	
By:
	
/s/ William D. McClellan, Jr. 

	
 
	
Name:
	
William D. McClellan, Jr.

	
 
	
Date:
	
December 17, 2022

	
 
	
 
	
 

	
 
	
By:
	
/s/ Christy Oliger

	
 
	
Name:
	
Christy Oliger

	
 
	
Date:
	
December 17, 2022

	
 
	
 
	
 

	
 
	
By:
	
/s/ William E. Rose

	
 
	
Name:
	
William E. Rose

	
 
	
Date:
	
December 17, 2022

	
 
	
 
	
 

	
 
	
By:
	
/s/ Shamim Ruff

	
 
	
Name:
	
Shamim Ruff

	
 
	
Date:
	
December 17, 2022




 

 

 

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EXHIBIT A

 

REATA PHARMACEUTICALS, INC.

SIXTH AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

 

Each member of the Board of Directors (the “Board”) of Reata Pharmaceuticals, Inc. (“Reata”) who is not also serving as an employee of or consultant to Reata or any of its subsidiaries (each such member, an “Eligible Director”) will receive the compensation described in this Sixth Amended and Restated Non-Employee Director Compensation Policy (the “Policy”) for his or her Board service or service on a committee of the Board (“Committee”). This Policy is effective as of December 15, 2021 (the “Effective Date”) and may be amended at any time in the sole discretion of the Board or the Compensation Committee of the Board.

 

Annual Cash Compensation

 

The annual cash compensation amount set forth below is payable in equal quarterly installments, payable after each regular quarterly Board meeting, beginning with the Board meeting held on September 1, 2021 (collectively, the “Annual Cash Fees”). All Annual Cash Fees are vested upon payment.

 


	
 
	
1.
	
Annual Board Service Retainer:





	
 
	
a.
	
All Eligible Directors: $50,000





	
 
	
b.
	
Lead Independent Director Service Retainer (in addition to Annual Board Service Retainer): $25,000





	
 
	
2.
	
Annual Committee Member Service Retainer:





	
 
	
a.
	
Member of the Audit Committee: $10,000





	
 
	
b.
	
Member of the Compensation Committee: $7,500





	
 
	
c.
	
Member of the Nominating and Corporate Governance Committee: $5,000





	
 
	
d.
	
Member of the Regulatory Development Committee: $7,500





	
 
	
e.
	
Member of the Commercial Committee: $7,500





	
 
	
3.
	
Annual Committee Chair Service Retainer (in addition to Annual Committee Member Service Retainer):





	
 
	
a.
	
Chairman of the Audit Committee: $25,000





	
 
	
b.
	
Chairman of the Compensation Committee: $7,500





	
 
	
c.
	
Chairman of the Nominating and Corporate Governance Committee: $5,000





	
 
	
d.
	
Chairman of the Regulatory Development Committee: $7,500





	
 
	
e.
	
Chairman of the Commercial Committee: $7,500




 

Beginning with the second regular Board meeting held after the 2022 annual stockholder meeting, the Annual Cash Fees shall be as follows:

 


	
 
	
1.
	
Annual Board Service Retainer:





	
 
	
a.
	
All Eligible Directors: $50,000





	
 
	
b.
	
Lead Independent Director Service Retainer (in addition to Annual Board Service    Retainer): $25,000




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2.
	
Annual Committee Member Service Retainer:





	
 
	
a.
	
Member of the Audit Committee: $10,000





	
 
	
b.
	
Member of the Compensation Committee: $10,000





	
 
	
c.
	
Member of the Nominating and Corporate Governance Committee: $5,000





	
 
	
d.
	
Member of the Regulatory Development Committee: $10,000





	
 
	
e.
	
Member of the Commercial Committee: $10,000





	
 
	
3.
	
Annual Committee Chair Service Retainer (in addition to Annual Committee Member Service Retainer):





	
 
	
a.
	
Chairman of the Audit Committee: $25,000





	
 
	
b.
	
Chairman of the Compensation Committee: $10,000





	
 
	
c.
	
Chairman of the Nominating and Corporate Governance Committee: $5,000





	
 
	
d.
	
Chairman of the Regulatory Development Committee: $10,000





	
 
	
e.
	
Chairman of the Commercial Committee: $10,000




 

Equity Compensation

 

The equity compensation set forth below will be granted under the Reata’s Second Amended and Restated Long Term Incentive Plan (the “Plan”). All stock options granted under this Policy will be nonstatutory stock options to purchase shares of Class A common stock of Reata (“Common Stock”), with (a) an exercise price per share equal to 100% of the Fair Market Value (as defined in the Plan) of the underlying Common Stock on the date of grant, which shall be the closing price on the date of grant (or, if not a business day, the business day determined pursuant to the Plan) of a share of Common Stock on the Nasdaq Global Market, and (b) a term of ten years from the date of grant. All restricted stock units granted under this Policy will be settled on the later to occur of (a) each vesting date or (b) if applicable, the date of settlement elected by the director pursuant to any applicable deferred compensation arrangement in effect and administered by Reata, in either case, in shares of Common Stock; provided, however, with respect to the foregoing clauses (a) and (b), the settlement date may be deferred pursuant to the provisions included in a Notice of Grant of Restricted Stock Units-Directors/Consultants relating to the date of delivery of shares.  The other terms and provisions of the stock options and restricted stock units, including vesting on termination of service, Disability (as defined in the form stock option agreement or form restricted stock agreement, as applicable), death and Change in Control (as defined in the Plan) will be in conformity with the Plan and the form of stock option agreement or restricted stock unit agreement, as applicable, and notice of grant previously approved by the Board or Compensation Committee of the Board, as the Plan or any such form or notice of grant may be amended from time to time; provided, however, that stock options that are vested at the time of termination of service as a director may be exercised on or before the third anniversary of such termination of service, notwithstanding the provisions of the form of stock option agreement or notice of grant to the contrary. The terms and provisions of the stock options or restricted stock units as set forth in this paragraph are referred to herein as the “Terms”. 

 


	
 
	
1.
	
Initial Grant: On the date of the Eligible Director’s initial election or appointment to the Board (or, if such date is not a market trading day, the first market trading day thereafter), the Eligible Director will automatically, and without further action by the Board or Compensation Committee of the Board, be granted, at the election of the Eligible 




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Director, either (a) a stock option to purchase a number of shares of Common Stock with a grant date Black-Scholes value of $200,000 and a number of restricted stock units with a grant date value of $200,000 or (b) a stock option to purchase a number of shares of Common Stock with a grant date Black-Scholes value of $400,000 (the “Initial Grant”).  The closing price of the Common Stock on the date of grant shall be utilized to determine the applicable value. The stock option and restricted stock units constituting each Initial Grant will vest in equal annual installments over a three-year period so that the Initial Grant will become fully vested on the third anniversary of the date of grant, subject to the Terms.




 


	
 
	
2.
	
Annual Grant: On the date of the first regular Board meeting held after each Reata annual stockholder meeting, for each Eligible Director who continues to serve as a non-employee member of the Board (or who is first elected to the Board at such annual stockholder meeting) (an “ Annual Eligible Director”), the Annual Eligible Director will automatically, and without further action by the Board or Compensation Committee of the Board, be granted , at the election of the Eligible Director, either (a) a stock option to purchase a number of shares of Common Stock with a grant date Black-Scholes value of $200,000 and a number of restricted stock units with a grant date value of $200,000 or (b) a stock option to purchase a number of shares of Common Stock with a grant date Black-Scholes value of $400,000 (the “Annual Grant”).  The closing price of the Common Stock on the date of grant shall be utilized to determine the applicable value. In addition, each Eligible Director who is first elected or appointed to the Board other than at a Reata annual stockholder meeting (a “Mid-Year Eligible Director”) will automatically, and without further action by the Board or Compensation Committee of the Board, be granted an Annual Grant on the date of the Mid-Year Eligible Director’s initial election or appointment to the Board, prorated by multiplying the values of the Annual Grant by a fraction (1) the numerator of which is the number of days remaining until Reata’s next annual stockholder meeting (including both the day of the grant and the day of Reata’s next annual stockholder meeting) and (2) the denominator of which is 365 (the “Proration Factor”) (an “Interim Annual Grant”). Subject to the Terms, the stock options constituting the Annual Grant for an Annual Eligible Director will vest in four equal installments, the first three of which shall be three-month, sixth-month, and nine-month anniversaries of the date of grant, and the last of which shall be the date of the next annual stockholder meeting. Subject to the Terms, the restricted stock units constituting the Annual Grant for an Annual Eligible Director will vest and settle (unless otherwise elected by the Annual Eligible Director) on the date of the next annual stockholder meeting.  Subject to the Terms, the stock options constituting the Interim Annual Grant for a Mid-Year Eligible Director will vest in equal installments at the times that the stock options included in the last Annual Grant (including an annual grant prior to the Effective Date) to Annual Eligible Directors vest.  Subject to the Terms, the restricted stock units constituting the Interim Annual Grant for a Mid-Year Eligible Director will vest and settle (unless otherwise elected by the Mid-Year Eligible Director)  on the date of the next annual stockholder meeting.  




 

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Election to Receive a Combination of Stock Options and Restricted Stock Units or Only Stock Options in Lieu of Cash Compensation

 

An Eligible Director may elect to receive a grant of a combination of stock options and restricted stock units or only stock options pursuant to the Equity Compensation provisions of this Policy in lieu of receiving future cash compensation payments, or any portion thereof, of the Annual Board Service Retainer, the Lead Independent Director Service Retainer, the Annual Committee Member Service Retainer, and/or the Annual Committee Chair Service Retainer (the “Election Grant”). This election to receive an Election Grant may be made (1) by a new Annual Eligible Director  on the date of Reata’s first regular Board meeting held after the annual stockholder meeting at which such Annual Eligible Director was elected and (2) by an existing Eligible Director  on or before December 31 of the year preceding such annual stockholder meeting, by submitting an executed election form (the “Election Form”) to Reata’s chief legal officer in the form and pursuant to procedures established by the Company.  The stock options granted pursuant to an Election Grant to an Annual Eligible Director will be granted on the day of Reata’s first regular Board meeting held after an annual stockholder meeting, will have a Black-Scholes value equal to 50% of the annual amount of the applicable Retainer unless the Annual Eligible Director elected to receive only stock options, in which case the stock options will have a Black-Scholes value equal to 100% the annual amount of the applicable Retainer, and will otherwise be subject to the Terms. The restricted stock units granted pursuant to an Election Grant to an Annual Eligible Director will be granted on the day of Reata’s first regular Board meeting held after an annual stockholder meeting, will have a value equal to 50% of the annual amount of the applicable Retainer, and will otherwise be subject to the Terms.  In addition, each Mid-Year Eligible Director may execute an Election Form on the date of such Mid-Year Eligible Director’s election or appointment to the Board, in which case, in addition to receiving a grant of stock options and restricted stock units pursuant to an Election Grant on the day of Reata’s first regular Board meeting held after an annual stockholder meeting, such Mid-Year Eligible Director will also be granted on the date of execution of the Election Form a Prorated Election Grant (herein so called). The stock options included in the Prorated Election Grant will have a Black-Sholes value equal to 50% of the annual amount of the applicable Retainer, or 100% of the annual amount of the applicable Retainer if the Mid-Year Eligible Director elected to receive only stock options, in each case, multiplied by the Proration Factor.  The restricted stock units included in the Prorated Election Grant will have a value equal to 50% of the annual amount of the applicable Retainer multiplied by the Proration Factor. The closing price of the Common Stock on the date of grant shall be utilized to determine the applicable value. The stock options and restricted stock units constituting Election Grants will vest and settle in the same manner and at the same times as set forth above under Equity Compensation-Annual Grant for grants of stock options and restricted stock units to an Annual Eligible Director or a Mid-Year Eligible Director, as applicable. Notwithstanding the foregoing, if an Annual Eligible Director elects by December 31, 2021, to receive a grant of a combination of stock options and restricted stock units or only stock options in lieu of a Regulatory Development Committee or Commercial Committee Retainer, then such Annual Eligible Director will be deemed to be a Mid-Year Election Director and receive a Prorated Election Grant with respect to such Retainer pursuant to the provisions of this section, and the date of grant of such stock options and restricted stock units shall be January 3, 2022. Any election to receive an Election Grant will be irrevocable until the third anniversary of such election. Once an Election Form has been executed and delivered to 

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Reata, no additional Election Form is required to be executed, unless (1) an Eligible Director has revoked an election to receive an Election Grant and thereafter determines to again receive an Election Grant or (2) an Eligible Director becomes entitled to receive a Retainer which the Eligible Director was not entitled to receive at the time of the execution of an Election Form. If the amount of any Retainer is changed, no additional Election Form is required to be executed if it included an election as to that type of Retainer. Notwithstanding the foregoing, all Election Forms executed prior to the Effective Date shall automatically be null and void on the date of Reata’s annual stockholder meeting held following the Effective Date. After the Effective Date, an existing Eligible Director must execute an Election Form prior to December 31 in order to make an Election Grant with respect to compensation payable to such Eligible Director after the annual stockholder meeting held in the following year.

 

Fractions

 

Stock options and restricted stock units granted hereunder shall be for a number of whole shares of Common Stock. Any fractional share of Common Stock shall be rounded down to the nearest whole share of Common Stock. Fractions of shares of Common Stock subject to a stock option or restricted stock units shall not vest on a vesting date of an Initial Grant, an Annual Grant, an Interim Annual Grant, or an Election Grant, and the shares of Common Stock that do vest on a vesting date shall be rounded down to the nearest whole share of Common Stock; provided, however, that such fractions of shares of Common Stock shall be added to the number of shares of Common Stock that vest on the final vesting date or that otherwise vest due to the vesting acceleration (with any resulting fraction of a share of Common Stock being rounded down to the nearest whole share of Common Stock).

 

Waiver

 

An Eligible Director may, at any time and from time to time, waive receipt of any or all cash or equity compensation payable to such Eligible Director pursuant to the Policy (a “Waiver”). After a Waiver, the Eligible Director may, at any time and from time to time, withdraw the Waiver and begin receiving future cash and equity compensation pursuant to the Policy. Any Waiver or withdrawal of a Waiver shall be made by providing written notice to an officer of Reata.

 

Equity Value Cap

 

The number of stock options and restricted stock units that would otherwise be granted pursuant to an Initial Grant, an Annual Grant, an Interim Annual Grant, or an Election Grant shall be reduced, equally in value between stock options and restricted stock units, including if necessary to zero, in order to comply with Section 5 of the Plan (such number of stock options and restricted stock units not granted pursuant to this sentence being referred to as the “Reduced Equity”). If two or more types of grants would otherwise be made simultaneously pursuant to the provisions of the Policy and the number of stock options and restricted stock units permitted to be granted must be reduced in order to comply with Section 5 of the Plan, then, in order to allocate the Reduced Equity to the applicable grant, an Interim Annual Grant, an Annual Grant, 

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and an Election Grant will be reduced, in that order, before an Initial Grant is reduced; and an Annual Grant will be reduced before an Election Grant is reduced.

 

Prior Policies

 

Cash payments and equity grants made pursuant to the terms and provisions of any prior version of this Policy shall be governed by the terms and provisions of such prior version of this Policy.

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