{"url_path":"/sec/rntx/10-k/2026/item-11","section_key":"item-11","section_title":"Item 11 Executive Compensation.","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":2575,"has_tables":true,"body_markdown":"Item 11. Executive Compensation.\n\nThis section discusses the material elements of our executive compensation policies for our NEOs and the most important factors relevant to an analysis of these policies. Our NEOs for the fiscal year ended December 31, 2025 were as follows:\n\n•\nBrian Windsor, our President and Chief Executive Officer; and\n\n•\nTimothy M. Cunningham, our Interim Chief Financial Officer.\n\nIn addition, this section provides qualitative information regarding the manner and context in which compensation is awarded to and earned by our NEOs and is intended to place in perspective the data presented in the following tables and the corresponding narrative.\n\nSummary Compensation Table\n\nThe following table sets forth information regarding compensation awarded to, earned by or paid to our NEOs during the years indicated.\n\n \n\nName and Principal Position\n\n \n\nYear\n\n \n\nSalary\n($)\n\n \n\n \n\nBonus\n($)(1)\n\n \n\n \n\nOption\nAwards\n($)(2)\n\n \n\n \n\nAll Other\nCompensation\n($)(3)\n\n \n\n \n\nTotal\n($)\n\n \n\nBrian Windsor, Ph.D.(4)\n\n \n\n2025\n\n \n\n \n\n575,000\n\n \n\n \n\n \n\n287,500\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n20,195\n\n \n\n \n\n \n\n882,695\n\n \n\nPresident and Chief Executive Officer\n\n \n\n2024\n\n \n\n \n\n506,250\n\n \n\n \n\n \n\n227,812\n\n \n\n \n\n \n\n1,006,901\n\n \n\n \n\n \n\n19,358\n\n \n\n \n\n \n\n1,760,321\n\n \n\nTimothy M. Cunningham(5)\n\n \n\n2025\n\n \n\n \n\n433,940\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n433,940\n\n \n\nInterim Chief Financial Officer\n\n \n\n2024\n\n \n\n \n\n275,600\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n275,600\n\n \n\n \n\n(1)\nUnless otherwise noted, the amounts reported in the “Bonus” column represent discretionary annual cash bonuses awarded to our NEOs for service during the year referenced, although paid in the following year.\n\n(2)\nThe amounts reported in the “Options Awards” column reflect the aggregate grant date fair value of share-based compensation awarded during the year computed in accordance with the provisions of Financial Accounting Standards Board (“FASB”) Accounting Codification (“ASC”), Topic 718. See Note 10 to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025 regarding assumptions underlying the valuation of equity awards.\n\n(3)\nUnless otherwise noted, the amounts represent Health Savings Account (“HSA”) contributions, the dollar value of group life insurance paid with respect to life insurance and Company contributions under the 401(k) match program described below in the section entitled “401(k) Retirement Plan” for the NEOs consistent with those provided to all of our employees.\n\n(4)\nDr. Windsor was elected as our President and Chief Operating Officer, effective as of October 31, 2023 and was elected as our President and Chief Executive Officer, effective as of March 11, 2024.\n\n(5)\nMr. Cunningham was appointed as our Interim Chief Financial Officer, effective as of May 16, 2024.\n\nNarrative Disclosure to Summary Compensation Table\n\nWe review compensation for our executive officers annually. The material terms of the elements of our executive compensation program for 2025 are described below.\n\nThe Compensation Committee sets base salaries and bonus targets, and grants bonuses and equity incentive awards to our executive officers. In setting base salaries and bonus targets and granting equity incentive awards, the Compensation Committee considers compensation for comparable positions in the market, the historical compensation levels of our executives, individual and corporate performance as compared to our expectations and objectives, our desire to motivate our employees to achieve short- and long-term results that are in the best interests of our stockholders, and make a long-term commitment to the Company. In granting bonuses, the Compensation Committee considers corporate and individual performance.\n\n10\n\n \n\nAs part of our annual compensation process, our President and Chief Executive Officer prepares performance evaluations for the other executive officers and recommends annual salary increases, annual stock option awards and cash bonuses to the Compensation Committee. The Compensation Committee conducts a performance evaluation of our President and Chief Executive Officer. The Compensation Committee consults with the Board as to the achievement of corporate objectives that drive compensation awards.\n\nIn August 2024, the Compensation Committee engaged Radford as its independent compensation consultant to provide comparative data on executive and director compensation practices in our industry and assess our executives’ and directors’ compensation relative to comparable companies for 2024.\n\nBase Salary\n\nWe use base salaries to recognize the experience, skills, knowledge and responsibilities required of all our employees, including our NEOs. None of our NEOs is currently party to an employment agreement or other agreement or arrangement that provides for automatic or scheduled increases in base salary.\n\nOn November 12, 2024, based upon comparative data on executive compensation provided by Radford, the Board, upon recommendation by the Compensation Committee, increased Dr. Windsor’s annual base salary to $575,000, effective as of December 1, 2024.\n\nCash Incentives\n\nThe Compensation Committee awards annual performance-based cash bonuses to our executive officers for up to a specific percentage of salary as a vehicle to reward achievement of value-driving milestones and recognize individual performance.\n\nPursuant to the terms of his employment agreement, Dr. Windsor had bonus targets of 50%, 50% and 45% of his annual base salary for 2024 based on performance against goals and at the discretion of the Board.\n\nOn November 12, 2024, the Board, upon recommendation of the Compensation Committee, increased Dr. Windsor’s target performance-based cash bonus to 50% of his annual base salary for 2024.\n\nOn January 31, 2025, the Board, upon recommendation of the Compensation Committee, determined to award a cash bonus of $227,812 to Dr. Windsor for his performance in 2024. In addition, the Board, upon recommendation of the Compensation Committee, determined to award a cash bonus of $287,500 to Dr. Windsor for his performance in 2025.\n\nEquity Incentives\n\nAlthough we do not have a formal policy with respect to the grant of equity incentive awards to our executive officers, or any formal equity ownership guidelines applicable to them, we believe that equity grants provide our executives with a strong link to our long-term performance, create an ownership culture and help to align the interests of our executive officers and our stockholders. In addition, we believe that equity grants with a time-based vesting feature promote executive retention because this feature incentivizes our executive officers to remain in our employment during the vesting period, and equity grants with a performance-based feature incentivize our executive officers to focus on what we see as key business goals. Accordingly, the Compensation Committee periodically reviews the equity incentive compensation of our executive officers and from time to time may grant equity incentive awards to them in the form of stock options.\n\nIn December 2024, the Board granted an option to purchase 517,500 shares of our common stock to Dr. Windsor in 2024. This option vests as to 25% of the shares on December 2, 2025 and thereafter in equal monthly installments through December 2, 2028.\n\n11\n\n \n\nEmployment Agreement\n\nIn February 2014, Lung entered into an employment agreement with Brian Windsor, Ph.D., as amended by a letter agreement in February 2023 and as further amended by a letter agreement in October 2023. Pursuant to the employment agreement, as amended, Dr. Windsor is currently entitled to an annual base salary of $575,000 and is eligible to receive an annual bonus based on a bonus target of 50% of his annual base salary based on performance against goals and at the discretion of the Board. In addition, pursuant to the employment agreement, in the event that Dr. Windsor is terminated without cause or resigns for good reason, then, subject to the execution of a release agreement, Dr. Windsor will be eligible to receive twelve months’ base salary in the form of severance payments, less statutory deductions and withholdings, payable in the form of salary continuation.\n\nOther Agreements\n\nIn May 2024, we entered into a consulting agreement with Danforth Advisors, LLC, pursuant to which we will pay Danforth an agreed upon hourly rate for Mr. Cunningham’s services as our Interim Chief Financial Officer and will reimburse Danforth for expenses. The consulting agreement may be terminated by the Company or Danforth with cause, upon 30 days written notice, and without cause, upon 60 days written notice.\n\nWe have also entered into employee confidentiality and inventions agreements with each of our NEOs under which each NEO has agreed to (i) protect our confidential and proprietary information and (ii) assign to us related intellectual property developed during the course of his employment.\n\n401(k) Retirement Plan\n\nWe maintain a 401(k) retirement plan that is intended to be a tax-qualified defined contribution plan under Section 401(k) of the Internal Revenue Code. In general, all of our employees are eligible to participate, beginning on the first day of the month following commencement of their employment. The 401(k) plan includes a salary deferral arrangement pursuant to which participants may elect to reduce their current compensation by up to the statutorily prescribed limit, equal to $23,000 in 2024 and $23,500 in 2025, and have the amount of the reduction contributed to the 401(k) plan. Participants over the age of 50 are entitled to an additional catch-up contribution up to the statutorily prescribed limit, equal to $7,500 in 2024 and 2025.\n\nIn March 2021, the Compensation Committee adopted a 100% match on the first 4% of eligible compensation, retroactively effective to January 1, 2021, which remained applicable in 2024 and 2025. This was a non-voluntary contribution by the Company for 2024 and 2025 and will be a non-voluntary contribution by the Company for 2026.\n\n12\n\n \n\nOutstanding Equity Awards at Fiscal Year End 2025\n\nThe following table sets forth information regarding outstanding equity awards held by our NEOs as of December 31, 2025:\n\n \n\n \n\nOption Awards\n\nName and Principal Position\n\n \n\nNumber of Securities Underlying Unexercised Options Exercisable\n(#)\n\n \n\n \n\n \n\nNumber of Securities Underlying Unexercised Options Unexercisable\n(#)\n\n \n\n \n\n \n\nOption Exercise Price\n($)\n\n \n\n \n\nOption Expiration Date\n\nBrian Windsor, Ph.D.\n\n \n\n209,469\n\n \n\n(1)\n\n \n\n \n\n43,183\n\n \n\n \n\n \n\n \n\n0.70\n\n \n\n \n\n10/9/2027\n\nPresident and Chief Executive Officer\n\n \n\n \n\n34,736\n\n \n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n \n\n0.70\n\n \n\n \n\n3/14/2028\n\n \n\n \n\n317,613\n\n \n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n \n\n1.17\n\n \n\n \n\n2/25/2030\n\n \n\n \n\n139,900\n\n \n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n \n\n1.17\n\n \n\n \n\n2/25/2030\n\n \n\n \n\n170,646\n\n \n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n \n\n3.87\n\n \n\n \n\n5/9/2032\n\n \n\n129,375\n\n \n\n(2)\n\n \n\n388,125\n\n \n\n(2)\n\n \n\n \n\n2.85\n\n \n\n \n\n12/2/2034\n\nTimothy M. Cunningham\n\n \n\n \n\n—\n\n \n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\nInterim Chief Financial Officer\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n(1)\nThese options were granted on October 10, 2017 and vested with respect to 209,469 shares and the remaining vesting on the first to occur of (i) a change of control in which Lung is sold for a valuation per share of greater than $1.8573 per share of common stock or (ii) the completion of an offering of Lung’s equity securities at a valuation of greater than $1.2382 per share of common stock.\n\n(2)\nThese options were granted on December 2, 2024 and vest as to 25% of the shares on the one-year anniversary of the date of grant and the remaining vesting as to 2.0833% of the shares in equal monthly installments through December 2, 2028.\n\nDirector Compensation\n\nOur non-employee directors receive compensation under our non-employee director compensation program. Under our non-employee director compensation program, we pay our non-employee directors a cash retainer for service on the Board and for service on each committee on which the director is a member. The chair of each committee and the Chair of the Board receive higher retainers for such service. These fees are payable in arrears in four equal quarterly installments on the last day of each quarter, subject to proration for any portion of such quarter that the director is not serving on the Board, on such committee or in such position. We also make initial and annual equity grants to our non-employee directors and reimburse our non-employee directors for reasonable travel and out-of-pocket expenses incurred in connection with attending the Board and committee meetings.\n\nNon-Employee Director Compensation Program\n\nUnder our non-employee director compensation program, the fees payable to non-employee directors for service on the Board and for service on each committee of the Board on which the director is a member are as follows:\n\n \n\n \n\nBase\n\n \n\n \n\nIncremental\nChair\n\n \n\n \n\nIncremental\nNon-Chair\n\n \n\nBoard of Directors\n\n \n\n$\n\n40,000\n\n \n\n \n\n$\n\n50,000\n\n \n\n \n\n$\n\n—\n\n \n\nAudit Committee\n\n \n\n$\n\n—\n\n \n\n \n\n$\n\n22,500\n\n \n\n \n\n$\n\n15,000\n\n \n\nCompensation Committee\n\n \n\n$\n\n—\n\n \n\n \n\n$\n\n15,000\n\n \n\n \n\n$\n\n10,000\n\n \n\nNominating and Corporate Governance Committee\n\n \n\n$\n\n—\n\n \n\n \n\n$\n\n11,250\n\n \n\n \n\n$\n\n7,500\n\n \n\n \n\nIn addition, under our non-employee director compensation program, each non-employee director who serves on the Board for at least six months receives an option to purchase 17,500 shares of common stock immediately following\n\n13\n\n \n\neach annual meeting of stockholders. Each of these options vest in full on the earlier of the first anniversary of the grant date and the date of the next annual meeting of stockholders, subject to the non-employee director’s continued service as a director. In addition, each new member of the Board receives an option to purchase 35,000 shares of common stock upon his or her initial election to the Board. Each of these options vest in four equal annual installments from his or her election, subject to his or her continued service as a director.\n\nWe do not pay any compensation to Dr. Windsor, our President and Chief Executive Officer, in connection with his service on the Board. The compensation that we paid to Dr. Windsor is discussed earlier in this “Executive Compensation” section.\n\nThe following table sets forth information regarding compensation earned by any of our directors who served in such capacity at any time during 2025. Dr. Aivado resigned from the Board on February 16, 2026.\n\n \n\nName\n\n \n\nFees Earned or Paid in Cash\n($)\n\n \n\n \n\nOption Awards\n($)(1)\n\n \n\n \n\nTotal\n($)\n\n \n\nJosef H. von Rickenbach\n\n \n\n$\n\n112,500\n\n \n\n \n\n$\n\n22,050\n\n \n\n \n\n$\n\n134,550\n\n \n\nManuel C. Alves Aivado, M.D., Ph.D.\n\n \n\n$\n\n40,000\n\n \n\n \n\n$\n\n22,050\n\n \n\n \n\n$\n\n62,050\n\n \n\nReinhard J. Ambros, Ph.D.\n\n \n\n$\n\n70,000\n\n \n\n \n\n$\n\n22,050\n\n \n\n \n\n$\n\n92,050\n\n \n\nWilliam C. Fairey\n\n \n\n$\n\n61,250\n\n \n\n \n\n$\n\n22,050\n\n \n\n \n\n$\n\n83,300\n\n \n\nAlan A. Musso\n\n \n\n$\n\n72,500\n\n \n\n \n\n$\n\n22,050\n\n \n\n \n\n$\n\n94,550\n\n \n\n \n\n(1)\nThe amounts reported in the “Option Awards” column reflect the aggregate grant date fair value of stock-based compensation awarded during the year computed in accordance with the provisions of ASC Topic 718. See Note 10 to our financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 regarding assumptions underlying the valuation of equity awards.\n\nAs of December 31, 2025, any of our directors who served in such capacity at any time during 2025 held the following stock options, including stock options assumed by us in the Lung Acquisition, all of which were granted under (a) our 2017 Stock Incentive Plan, (b) our 2021 Stock Incentive Plan, and (c) Lung’s 2013 Long-Term Incentive Plan:\n\n \n\nName\n\n \n\nOption Awards\n\n \n\nJosef H. von Rickenbach\n\n \n\n \n\n67,350\n\n \n\nManuel C. Alves Aivado, M.D., Ph.D.\n\n \n\n \n\n297,866\n\n \n\nReinhard J. Ambros, Ph.D.\n\n \n\n \n\n70,100\n\n \n\nWilliam C. Fairey\n\n \n\n \n\n77,739\n\n \n\nAlan A. Musso\n\n \n\n \n\n77,739\n\n \n\n \n\nPolicies and Practices Related to the Grant of Equity Awards\n\nWe grant stock options to our employees and directors, as applicable, on an annual basis. We may also grant stock options to individuals upon hire or promotion or for retention purposes. We currently do not grant stock appreciation rights or similar option-like instruments.\n\nWe grant stock options to our directors on an annual basis and when they are initially appointed or elected to the Board. Pursuant to the terms of our non-employee director compensation program, the annual stock option awards to directors are granted immediately following the date of each annual meeting of stockholders. For initial grants to new directors, stock options are awarded upon election to the Board.\n\nDuring the last fiscal year, neither the Board nor the Compensation Committee took material nonpublic information into account when determining the timing or terms of stock options, nor did the Company time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. We did not grant stock options, stock appreciation rights or similar option-like instruments in 2025 to any NEO during any period\n\n14\n\n \n\nbeginning four business days before and ending one business day after the filing of any Form 10-Q or 10-K, or the filing or furnishing of a Form 8-K that discloses material nonpublic information.\n\n15"}