{"url_path":"/sec/rntx/10-k/2026/item-10","section_key":"item-10","section_title":"Item 10 Directors, Executive Officers and Corporate Governance.","topic":"sec","document":{"doc_type":"10-K/A","doc_date":"2026-04-27","source_url":"https://www.sec.gov/Archives/edgar/data/1420565/0001193125-26-178787-index.html","accession_number":"0001193125-26-178787","cik":"0001420565","ticker":"RNTX","issuer_name":"Rein Therapeutics, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1420565/0001193125-26-178787-index.html","primary_entity_key":"0001420565","primary_entity_name":"Rein Therapeutics, Inc."},"word_count":5144,"has_tables":true,"body_markdown":"Item 10. Directors, Executive Officers and Corporate Governance.\n\nBoard of Directors\n\nOur board of directors (the “Board”) is divided into three classes, with members of each class holding office for staggered three-year terms. There are currently two Class I directors (Brian Windsor, Ph.D. and Alan A. Musso), whose terms expire at the 2027 annual meeting of stockholders; one Class II director (William C. Fairey), whose term expires at the 2025 annual meeting of stockholders; and two Class III directors (Reinhard J. Ambros, Ph.D. and Josef H. von Rickenbach), whose terms expire at the 2026 annual meeting of stockholders.\n\nName\n\n \n\nAge\n\n \n\nPosition(s)\n\nClass I Directors\n\n \n\n \n\n \n\n \n\nBrian Windsor, Ph.D.\n\n \n\n60\n\n \n\nPresident and Chief Executive Officer; Director\n\nAlan A. Musso (1)(2)\n\n \n\n64\n\n \n\nDirector\n\nClass II Director\n\n \n\n \n\n \n\n \n\nWilliam C. Fairey (1)(3)\n\n \n\n61\n\n \n\nDirector\n\nClass III Directors\n\n \n\n \n\n \n\n \n\nReinhard J. Ambros, Ph.D. (1)(2)\n\n \n\n70\n\n \n\nDirector\n\nJosef H. von Rickenbach (2)(3)\n\n \n\n71\n\n \n\nChairman of the Board of Directors\n\n \n\n(1)\nMember of the compensation committee of the Board (the “Compensation Committee”).\n\n(2)\nMember of the audit committee of the Board (the “Audit Committee”).\n\n(3)\nMember of the nominating and corporate governance committee of the Board (the “Nominating and Corporate Governance Committee”).\n\nSet forth below are the names of and certain information for each Board member. The information presented includes each director’s principal occupation and business experience for the past five or more years and the names of other public companies for which he has served as a director during the past five years.\n\nClass I Directors\n\nBrian Windsor, Ph.D. has served as our President, Chief Executive Officer, and as a member of the Board since March 2024. Prior to becoming President and Chief Executive Officer, Dr. Windsor served as our President and Chief Operating Officer from October 2023 to March 2024. From July 2013 to October 2023, Dr. Windsor served as President, Chief Executive Officer and a director of Lung Therapeutics, Inc. (“Lung”) until the closing of our acquisition of Lung in October 2023 (the “Lung Acquisition”). From September 2019 to March 2022, Dr. Windsor served as a director and the Chief Science Officer of TFF Pharmaceuticals, Inc., a public biopharmaceutical company that Lung spun out into an independent company. From January 2018 to March 2022, Dr. Windsor provided consulting services to TFF Pharmaceuticals, Inc. in the areas of science and technology. From November 2009 to March 2013, Dr. Windsor served as President of Enavail, LLC, a specialty pharmaceutical manufacturing company, where he oversaw all aspects of the company’s pharmaceutical drug development. Before joining Enavail, Dr. Windsor directed portfolio company management for Emergent Technologies, Inc., an early stage technology venture creation and management company, where he served as managing director or president for ten portfolio companies. Dr. Windsor holds a B.S. and a Ph.D. in molecular biology from The University of Texas at Austin. We believe Dr. Windsor is qualified to serve on the Board due to his extensive knowledge of our company, scientific knowledge, and extensive management and financial experience in the life sciences industry.\n\nAlan A. Musso has served as a member of the Board since October 2023. Since August 2023, Mr. Musso has served as the chief financial officer of Fulcrum Therapeutics, a public clinical-stage biopharmaceutical company focused on improving the lives of patients with genetically defined rare diseases in areas of high unmet medical need. Previously, he served as the chief financial officer of ReViral Ltd., a privately held, clinical-stage biopharmaceutical company focused on discovering, developing, and commercializing novel antiviral therapeutics that target respiratory syncytial virus (RSV), that was acquired by Pfizer Inc. in June 2022, from October 2019 until September 2022. Prior to ReViral,\n\n1\n\n \n\nfrom September 2018 to September 2019, Mr. Musso was the chief financial officer and treasurer at Peloton Therapeutics Inc., a company focused on the development of novel small molecule therapeutic candidates for the treatment of cancer. While at Peloton, Mr. Musso helped to prepare the company for an initial public offering until the company was acquired by Merck & Co. in July 2019. Prior to Peloton, from November 2014 to August 2018, Mr. Musso served as the chief financial officer and treasurer at Bellicum Pharmaceuticals, Inc., a public biotechnology company focused on discovering and developing novel, controllable cellular immunotherapies for various forms of cancer. Prior to Bellicum, from February 2002 to November 2014, Mr. Musso served in various positions at Targacept, Inc., a public biopharmaceutical company. Mr. Musso spent the early part of his career as a senior internal auditor for Pfizer as well as a certified public accountant for KPMG International. Mr. Musso served as a member of the board of directors of Lung from April 2022 until the closing of the Lung Acquisition in October 2023. Mr. Musso holds a B.S. in accounting from Saint Mary’s College of California, and a Master’s Degree from the Thunderbird School of Global Management. We believe Mr. Musso is qualified to serve on the Board due to his extensive management and financial experience in the life sciences industry.\n\nClass II Director\n\nWilliam C. Fairey has served as a member of the Board since October 2023. Mr. Fairey served as executive vice president and chief commercial officer of MyoKardia, Inc., a clinical-stage biopharmaceutical company discovering and developing targeted therapies for the treatment of serious cardiovascular diseases, from January 2019 to November 2020 prior to its acquisition by Bristol Myers Squibb in October 2020. Prior to MyoKardia, from January 2018 to January 2019, Mr. Fairey served as executive vice president and chief operating officer of ChemoCentryx, Inc., a public biopharmaceutical company focused on discovering, developing and commercializing orally administered therapeutics to treat autoimmune diseases, inflammatory disorders and cancer. During that time, Mr. Fairey was responsible for the sales, marketing, medical affairs and market access functions, including commercialization of late stages compounds. Prior to ChemoCentryx, Mr. Fairey served in various roles at Actelion Pharmaceuticals Ltd., a pharmaceutical company, and its subsidiaries, from January 2001 to December 2017. Actelion was acquired by Johnson & Johnson in 2017. Mr. Fairey has served on the board of directors of Mirum Pharmaceuticals, Inc., a public biopharmaceutical company focused on the identification, acquisition, development and commercialization of novel therapies for debilitating rare and orphan diseases, since August 2021 and on the board of directors of Ascendis Pharma A/S, a public biopharmaceutical company organized under the laws of the Kingdom of Denmark, since August 2022. Mr. Fairey served as a member of the board of directors of Lung from August 2021 until the closing of the Lung Acquisition. Mr. Fairey holds a B.S. in biology from the University of Oregon and an M.B.A. from Saint Mary’s College of California. We believe Mr. Fairey is qualified to serve on the Board due to his significant experience in the life sciences industry and his experience on corporate boards of public companies.\n\nClass III Directors\n\nReinhard J. Ambros, Ph.D. has served as a member of the Board since June 2013. From 2005 until 2017, Dr. Ambros served as global head of Novartis Venture Funds, a globally acting corporate biotechnology venture fund. Prior to that, from 1999 until 2005, he served as head of group strategic planning and as global head of business development and licensing for cardiovascular and metabolic diseases at Novartis AG, a multinational pharmaceutical company. He currently serves on the boards of several biotechnology companies in Europe and the U.S. He also served as advisor to German and Swiss Government Biotechnology Funds. Dr. Ambros received an M.S. from the University of Regensburg, Germany, and a Ph.D. in medicinal chemistry and pharmacology from the University of Regensburg, Germany. We believe Dr. Ambros is qualified to serve on the Board due to his management experience in the biotechnology sector and his service on other boards of directors.\n\nJosef H. von Rickenbach has served as a member of the Board since June 2019. Mr. von Rickenbach has served as managing director of Stet Vision LLC, a life sciences business advisory firm, since December 2018. Mr. von Rickenbach served as a director of NextGen Acquisition Corp. II, a special purpose acquisition company, from March 2021 until its merger with Virgin Holdings, Inc. in December 2021, and as a director of NextGen Acquisition Corporation, a special purpose acquisition company, from October 2020 until its merger with Xos Inc. in August 2021. He co-founded and served as President and Chief Executive Officer of HelioVision, Inc., a biotechnology company, from April 2017 until its acquisition by Aldeyra Therapeutics, Inc. in February 2019. Previously, Mr. von Rickenbach was a founder of Parexel International Corporation, a global clinical research organization and biopharmaceutical services company, in 1982 and served as a director, chairman of the board, and Chief Executive Officer of Parexel\n\n2\n\n \n\nfrom 1983 until the company’s acquisition by Pamplona Capital Management, LLP in September 2017. Mr. von Rickenbach received an M.B.A. from Harvard Business School and a B.A. in business economics from the University of Lucerne in Switzerland. We believe Mr. von Rickenbach is qualified to serve on the Board due to his management experience in the biotechnology sector, his decades of experience in drug development, and his service on other boards of directors.\n\nExecutive Officers\n\nThe following table sets forth the name, age and position of each of our executive officers.\n\n \n\nName\n\n \n\nAge\n\n \n\nPosition(s)\n\nBrian Windsor, Ph.D.*\n\n \n\n60\n\n \n\nPresident, Chief Executive Officer and Director\n\nTimothy M. Cunningham**\n\n \n\n64\n\n \n\nInterim Chief Financial Officer\n\n \n\n* Dr. Windsor is a member of our board of directors. See “Board of Directors—Class I Directors” for more information about Dr. Windsor.\n\n** Mr. Cunningham is not directly compensated by the Company for his services as our Interim Chief Financial Officer.\n\nTimothy M. Cunningham has served as our Interim Chief Financial Officer since May 2024. Since September 2020, Mr. Cunningham has served as chief financial officer consultant at Danforth Advisors, LLC, a national consulting firm providing financial, accounting and reporting services to the life science industry. Mr. Cunningham has served as Chief Financial Officer for Neuphoria Therapeutics, Inc. (formerly Bionomics Limited) since May 2023, and he previously served as Acting Chief Financial Officer for Peak Bio, Inc. from September 2022 to January 2024 and for SAB Biotherapeutics, Inc. from October 2020 to December 2021. Prior to joining Danforth, Mr. Cunningham served as Chief Financial Officer at Organogenesis from July 2016 to August 2020. Prior to joining Organogenesis, Mr. Cunningham held leadership positions with several different public and private companies over the course of his career, which began at KPMG LLP followed by PricewaterhouseCoopers LLP. Mr. Cunningham holds an MBA from Boston University, a BS in Accounting from Boston College and is a CPA in the state of Florida.\n\nCorporate Governance Matters\n\nThe Board believes that good corporate governance is important to ensure that the Company is managed for the long-term benefit of stockholders. This section describes key corporate governance guidelines and practices that the Board has adopted. Complete copies of our Corporate Governance Guidelines, committee charters and Code of Business Conduct and Ethics available on the “Investors & Media—Governance” section of our website, which is located at www.reintx.com. Alternatively, you can request a copy of any of these documents by writing to us at Rein Therapeutics, Inc., 12407 N. Mopac Expy. Suite 250 #390, Austin, Texas 78758, Attention: Brian Windsor, Ph.D., President and Chief Executive Officer.\n\nCorporate Governance Guidelines\n\nThe Board has adopted Corporate Governance Guidelines to assist in the exercise of its duties and responsibilities and to serve the best interests of the Company and our stockholders. These guidelines, which provide a framework for the conduct of the Board’s business, provide that:\n\n•\nthe principal responsibility of the Board is to oversee our management;\n\n•\na majority of the members of the Board must be independent directors, unless otherwise permitted by the Nasdaq Stock Market (“Nasdaq”) rules;\n\n•\nthe independent directors meet at least twice a year in executive session;\n\n3\n\n \n\n•\ndirectors have full and free access to management and, as necessary and appropriate, independent advisors;\n\n•\nthe Nominating and Corporate Governance Committee will oversee an annual self-evaluation of the Board to determine whether it and its committees are functioning effectively; and\n\n•\nnew directors participate in an orientation program and all directors are expected to participate in continuing director education on an ongoing basis.\n\nBoard Leadership Structure\n\nOur Corporate Governance Guidelines provide that the Nominating and Corporate Governance Committee shall periodically assess the Board’s leadership structure, including whether the offices of Chief Executive Officer and Chair of the Board should be separate. Our guidelines provide the Board with flexibility to determine whether the two roles should be combined or separated based upon our needs and the Board’s assessment of its leadership from time to time. We currently separate the roles of Chief Executive Officer and the Chair of the Board. Separating the duties of the Chair of the Board from the duties of the Chief Executive Officer allows our Chief Executive Officer to focus on our day-to-day business, while allowing the Chair of the Board to lead the Board in its fundamental role of providing advice to and independent oversight of management. Specifically, the Chair of the Board presides over meetings of the Board, facilitates communications between management and the Board, and assists with other corporate governance matters.\n\nThe Board has three standing committees that currently consist of, and are chaired by, independent directors. The Board delegates substantial responsibilities to the committees, which then report their activities and actions back to the full Board. We believe that the independent committees of the Board and their chairpersons promote effective independent governance. We believe this structure represents an appropriate allocation of roles and responsibilities for the Company at this time because it strikes an effective balance between management and independent leadership participation in our Board proceedings.\n\nThe Board oversees our risk management processes directly and through its committees. Our management is responsible for risk management on a day-to-day basis. The role of the Board and its committees is to oversee the risk management activities of management. The Board fulfills this duty by discussing with management the policies and practices utilized by management in assessing and managing risks and providing input on those policies and practices. In general, the Board oversees risk management activities relating to business strategy, acquisitions, capital allocation, organizational structure and certain operational risks; the Audit Committee oversees risk management activities related to financial controls, legal and compliance risks and cybersecurity risks; the Compensation Committee oversees risk management activities relating to our compensation policies and practices; and the Nominating and Corporate Governance Committee oversees risk management activities relating to the composition of the Board and management succession planning. Each committee reports to the full Board on a regular basis, including reports with respect to the committee’s risk oversight activities as appropriate. In addition, since risk issues often overlap, committees from time to time request that the full Board discuss particular risks.\n\nBoard Determination of Independence\n\nApplicable Nasdaq rules require a majority of a listed company’s board of directors to be comprised of independent directors within one year of listing. In addition, the Nasdaq rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent. Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act and compensation committee members must also satisfy the independence criteria set forth in Rule 10C-1 under the Exchange Act. Under applicable Nasdaq rules, a director will only qualify as an “independent director” if, in the opinion of the listed company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee, accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company\n\n4\n\n \n\nor any of its subsidiaries or otherwise be an affiliated person of the listed company or any of its subsidiaries. In order to be considered independent for purposes of Rule 10C-1, the board must consider, for each member of a compensation committee of a listed company, all factors specifically relevant to determining whether a director has a relationship to such company which is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member, including, but not limited to: the source of compensation of the director, including any consulting, advisory or other compensatory fee paid by such company to the director; and whether the director is affiliated with the company or any of its subsidiaries or affiliates.\n\nBased upon information requested from and provided by each director concerning his background, employment and affiliations, including family relationships, the Board believes that each director, with the exception of Dr. Windsor, is an “independent director” as defined under applicable Nasdaq rules, including, in the case of all the members of the Audit Committee, the independence criteria set forth in Rule 10A-3 under the Exchange Act, and in the case of all the members of the Compensation Committee, the independence criteria set forth in Rule 10C-1 under the Exchange Act. In making such determination, the Board considered the relationships that each such non-employee director has with the Company and all other facts and circumstances that the Board deemed relevant in determining his independence, including the beneficial ownership of our capital stock by each non-employee director. Dr. Windsor is not an independent director under these rules because Dr. Windsor is our President and Chief Executive Officer.\n\nBoard of Director Meetings and Attendance\n\nThe Board held eight meetings during the year ended December 31, 2025. During 2025, each of our incumbent directors attended at least 75% of the aggregate of the number of meetings held by the Board during the period which the person has been a director and the number of meetings held by all committees of the Board on which such director then served (during the periods that such person served). Our Corporate Governance Guidelines provide that directors are expected to attend our annual meeting of stockholders. Four of our directors then in office attended the 2025 annual meeting of stockholders.\n\nCommunicating with our Directors\n\nThe Board provides a process for stockholders to send communications to the Board. Any interested party with concerns about the Company may report such concerns to the Board, or the Chair of the Board, or otherwise the Chair of the Nominating and Corporate Governance Committee, by submitting a written communication to the attention of such director at the following address:\n\nc/o Rein Therapeutics, Inc.\n\n12407 N. Mopac Expy. Suite 250 #390\n\nAustin, Texas 78758\n\nYou may submit your concern anonymously or confidentially by postal mail. You may also indicate whether you are a stockholder, customer, supplier, or other interested party.\n\nA copy of any such written communication may also be forwarded to our legal counsel, and a copy of such communication may be retained for a reasonable period of time. The director may discuss the matter with our legal counsel, with independent advisors, with non-management directors, or with our management, or may take other action or no action as the director determines in good faith, using reasonable judgment and discretion.\n\nCommunications may be forwarded to all directors if they relate to important substantive matters and include suggestions or comments that may be important for the directors to know. In general, communications relating to corporate governance and long-term corporate strategy are more likely to be forwarded than communications relating to ordinary business affairs, personal grievances, and matters as to which we tend to receive repetitive or duplicative communications.\n\n5\n\n \n\nThe Audit Committee oversees the procedures for the receipt, retention, and treatment of complaints received by us regarding accounting, internal accounting controls, or audit matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting, internal accounting controls, or auditing matters. We have also established a toll-free telephone number for the reporting of such activity, which is 866-869-5217.\n\nCommittees of the Board of Directors\n\nWe have established an Audit Committee in accordance with Section 3(a)(58)(A) of the Exchange Act, a Compensation Committee, and a Nominating and Corporate Governance Committee. Each of these committees operates under a charter that has been approved by the Board. A copy of each committee’s charter can be found under the “Investors & Media—Governance” section of our website, located at www.reintx.com.\n\nAudit Committee\n\nThe current members of the Audit Committee are Reinhard J. Ambros, Ph.D., Alan A. Musso, and Josef H. von Rickenbach. Mr. Musso serves as Chair of the Audit Committee. In 2025, the Audit Committee met four times. The Audit Committee’s responsibilities include:\n\n•\nappointing, approving the compensation of, and assessing the independence of our independent registered public accounting firm;\n\n•\noverseeing the work of our independent registered public accounting firm, including through the receipt and consideration of reports from that firm;\n\n•\nreviewing and discussing with management and our independent registered public accounting firm our annual and quarterly financial statements and related disclosures;\n\n•\nmonitoring our internal control over financial reporting, disclosure controls, and procedures, and code of business conduct and ethics;\n\n•\noverseeing our internal audit function, if any;\n\n•\ndiscussing our risk assessment and risk management policies;\n\n•\nestablishing policies regarding hiring employees from our independent registered public accounting firm and procedures for the receipt and retention of accounting-related complaints and concerns;\n\n•\nmeeting independently with our internal auditing staff, if any, our independent registered public accounting firm and management;\n\n•\nreviewing and approving or ratifying any related person transactions; and\n\n•\npreparing the audit committee report required by the SEC rules.\n\nAll audit and non-audit services, other than de minimis non-audit services, to be provided to us by our independent registered public accounting firm must be approved in advance by the Audit Committee.\n\nThe Board has determined that Mr. Musso is an “audit committee financial expert” as defined in applicable SEC rules and that each of the members of the Audit Committee possesses the financial sophistication required for audit committee members under Nasdaq rules. We believe that the composition of the Audit Committee meets the requirements for independence under current Nasdaq and SEC rules and regulations.\n\n6\n\n \n\nCompensation Committee\n\nThe current members of the Compensation Committee are Dr. Ambros, William C. Fairey, and Mr. Musso. Dr. Ambros serves as the Chair of the Compensation Committee. In 2025, the Compensation Committee met once. The Compensation Committee’s responsibilities include:\n\n•\nreviewing and approving or making recommendations to the Board concerning the compensation of our chief executive officer and our other executive officers;\n\n•\noverseeing an evaluation of our senior executives;\n\n•\nreviewing and making recommendations to the Board concerning our incentive-compensation and equity-based compensation plans;\n\n•\noverseeing and administering our equity-based plans;\n\n•\nreviewing and making recommendations to the Board concerning director compensation;\n\n•\nreviewing and discussing annually with management our “Compensation Discussion and Analysis” disclosure if and to the extent then required by SEC rules; and\n\n•\npreparing the compensation committee report if and to the extent required by SEC rules.\n\nThe Compensation Committee may delegate to one or more executive officers the power to grant options or other stock awards pursuant to our incentive plans to employees of the Company who are not executive officers or Senior Vice Presidents.\n\nWe believe that the composition of the Compensation Committee meets the requirements for independence under current Nasdaq and SEC rules and regulations.\n\nNominating and Corporate Governance Committee\n\nThe current members of the Nominating and Corporate Governance Committee are Mr. Fairey and Mr. von Rickenbach. Mr. Fairey serves as the Chair of the Nominating and Corporate Governance Committee. In 2025, the Nominating and Corporate Governance Committee met once. The Nominating and Corporate Governance Committee’s responsibilities include:\n\n•\nindividuals qualified to become members of the Board;\n\n•\nrecommending to the Board the persons to be nominated for election as directors and to each of the Board’s committees;\n\n•\ndeveloping and recommending to the Board corporate governance principles; and\n\n•\noverseeing an annual evaluation of the Board.\n\nWe believe that the composition of the Nominating and Corporate Governance Committee meets the requirements for independence under current Nasdaq rules and regulations.\n\n7\n\n \n\nDirector Nomination Process\n\nThe process followed by the Nominating and Corporate Governance Committee to identify and evaluate director candidates includes requests to Board members and others for recommendations, meetings from time to time to evaluate biographical information and background material relating to potential candidates and interviews of selected candidates by members of the Nominating and Corporate Governance Committee and the Board.\n\nCriteria\n\nIn considering whether to recommend to the Board any particular candidate for inclusion in the Board’s slate of recommended director nominees, including candidates recommended by stockholders, the Nominating and Corporate Governance Committee applies the criteria set forth in our Corporate Governance Guidelines. The Nominating and Corporate Governance Committee believes that the Board, taken as a whole, should embody a broad range of skills, experiences and backgrounds. In this regard, the Nominating and Corporate Governance Committee considers a wide range of criteria when determining and assessing director candidates, including the candidate’s integrity, business acumen, knowledge of our business and industry, the ability to act in the interests of all stockholders and lack of conflicts of interest. The Nominating and Corporate Governance Committee does not make any particular weighting of any particular criteria or characteristic in evaluating nominees and directors.\n\nStockholder Nominations\n\nStockholders may recommend individuals to the Nominating and Corporate Governance Committee for consideration as potential director candidates by submitting their names, together with appropriate biographical information and background materials and a statement as to whether the stockholder or group of stockholders making the recommendation has beneficially owned more than 5% of our common stock for at least a year as of the date such recommendation is made, to Rein Therapeutics, Inc., Attention: Nominating and Corporate Governance Committee, 12407 N. Mopac Expy. Suite 250 #390, Austin, Texas 78758. Assuming that appropriate biographical and background material has been provided in accordance with the procedures set forth in our definitive proxy statement for the 2025 annual meeting of stockholders filed with the SEC on May 12, 2025 (the “2025 Proxy Statement) under the heading “Other Matters--Stockholder Proposals for our 2026 Annual Meeting”, the Nominating and Corporate Governance Committee will evaluate stockholder-recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others. If the Board determines to nominate a stockholder-recommended candidate and recommends his or her election, then his or her name will be included in our proxy card for the next annual meeting of stockholders. Stockholders also have the right under our by-laws to directly nominate director candidates, without any action or recommendation on the part of the Nominating and Corporate Governance Committee or the Board, by following the procedures set forth in the 2025 Proxy Statement under “Other Matters—Stockholder Proposals for our 2026 Annual Meeting.”\n\nInsider Trading Policy\n\nWe have adopted an insider trading policy governing the purchase, sale and/or other dispositions of Company securities by our directors, officers, employees and other covered persons. We believe our Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and Nasdaq listing standards. A copy of our Insider Trading Policy is filed as Exhibit 19.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.\n\nAnti-Hedging Policy\n\nOur Insider Trading Policy also expressly prohibits all of our employees, including our named executive officers (“NEOs”), as well as our directors, from engaging in speculative transactions in our stock, including short sales, puts/calls, hedging transactions and margin accounts or pledges.\n\n8\n\n \n\nClawback Policy\n\nIn November 2023, we adopted a “clawback policy” compliant with Nasdaq listing standards which provides that, in the event that we are required to prepare an accounting restatement for periods ending on or after October 2, 2023, we will attempt to recover from our current or former executive officers the pre-tax amount of incentive-based compensation in excess of what would have been paid to such executive officer after giving effect to the accounting restatement during the three completed fiscal years immediately preceding the earlier of (i) the date the Board, or a committee of the Board, or the officer or officers of the Company authorized to take such action if board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an accounting restatement, or (ii) the date a court, regulator, or other legally authorized body directs the company to prepare an accounting restatement. For purposes of the policy, incentive-based compensation means any compensation that is granted, earned or vested based wholly or in part upon the attainment of any measures determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures that are derived wholly or in part from such measures (whether or not such measures are presented within the company’s financial statements or included in a filing made with the SEC); stock price; and total stockholder return. If the incentive-based compensation is based on our stock price or total stockholder return and the amount of excess incentive-based compensation is not calculable directly from the information in an accounting restatement, the amount recovered shall be based on a reasonable estimate of the effect of the accounting restatement on the stock price or total stockholder return upon which the incentive-based compensation was received.\n\nCompensation Committee Interlocks and Insider Participation\n\nNone of our executive officers serves, or in the past have served, as a member of the board of directors or compensation committee, or other committee serving an equivalent function, of any entity that has one or more executive officers who serve as members of the Board or the Compensation Committee. None of the members of the Compensation Committee is, or ever has been, an officer or employee of the Company.\n\nCode of Business Conduct and Ethics\n\nWe have adopted a written Code of Business Conduct and Ethics that applies to our directors, officers and employees, including our principal executive officer and principal financial officer. A copy of our Code of Business Conduct and Ethics is available on the “Investors & Media—Governance” section of our website, which is located at www.reintx.com. The Board is responsible for overseeing the code of business conduct and ethics and must approve any waivers of the code for directors and officers. If we make any substantive amendments to, or grant any waivers from, our Code of Business Conduct and Ethics for any officer or director, we will disclose the nature of such amendment or waiver on our website or in a Current Report on Form 8-K.\n\n9"}