UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

REATA PHARMACEUTICALS, INC.

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on June 10, 20202021

at 8:00 a.m. Central Daylight Time

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders, or the Annual Meeting, of Reata Pharmaceuticals, Inc., a Delaware corporation, or the Company. Due to the public health impact of the coronavirus pandemic (COVID-19), the increasingly strict protocols that federal, state and local governments have imposed, and to support the health and well-being of our stockholders, employees and their families, this year’s Annual Meeting will be held in a virtual-meetingvirtual-meeting format only via live webcast on June 10, 2020,2021, at 8:00 a.m. Central Daylight Time. You may attend the Annual Meeting virtually via the Internet by accessing www.proxydocs.com/RETA, where you will find instructions on how to register, vote electronically and submit questions. For additional instructions on how to attend the Annual Meeting, please review the accompanying proxy statement. Only stockholders who held stock at the close of business on the record date, April 16, 2020,15, 2021, may vote at the Annual Meeting, including any adjournment or postponement thereof.

At the Annual Meeting, you will be asked to consider and vote upon:

The accompanying proxy statement more fully describes the details of the business to be conducted at the Annual Meeting. Proposal 1 relates solely to the election of the two directors nominated by the Board of Directors and does not include any other matters relating to the election of directors, including, without limitation, the election of directors nominated by any stockholder of the Company. After careful consideration, our Board of Directors has unanimously approved the proposals and recommends that you vote FOR the two director nominees, FOR approval of the resolution to approve the compensation of our named executive officers to hold future advisory votes to approve the compensation of our named executive officers EVERY YEAR and FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020.2021. In accordance with Delaware law, a list of stockholders entitled to vote at the meeting will be accessible by appointment for ten days prior to the meeting by contacting our Investor Relations department at (855) 557-3282. The list of stockholders of record will also be available for review during the Annual Meeting by following the instructions on the meeting website.

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We are pleased to take advantage of Securities and Exchange Commission rules that allow us to provide our notice of annual meeting, proxy statement and 20192020 annual report to stockholders online, with paper copies available free of charge upon request. On or about April 29, 2020,30, 2021, we began mailing a Notice of Internet Availability of Proxy Materials, or Notice of Internet Availability, instead of a paper copy of our proxy materials.

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The Notice of Internet Availability contains instructions on how to access these documents and how to cast your vote via the Internet. The Notice of Internet Availability also contains instructions on how to request a paper copy of our proxy materials. All stockholders who have so requested will receive a paper copy of the proxy materials by mail. We believe that this process allows us to provide our stockholders with the information they need on a more timely basis, while lowering the costs of printing and distributing our proxy materials.

Your vote is important. Whether or not you are able to attend the Annual Meeting, it is important that your shares be represented. To ensure your vote is recorded promptly, please vote as soon as possible, even if you plan to attend the Annual Meeting, by submitting your proxy via the telephone at 1-866-250-6195 or via the Internet at www.proxypush.com/RETA or by completing, signing and dating the proxy card and returning it in the postage-prepaid envelope.

We look forward to speaking with you at the Annual Meeting.

Sincerely,

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TABLE OF CONTENTS

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PROXY STATEMENT FOR

20202021 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 10, 20202021

at 8:00 a.m. Central Daylight Time

via Live Webcast by Accessing

www.proxydocs.com/RETA  

Questions AND ANSWERS ABOUT THE PROXY STATEMENT AND THE ANNUAL MEETING

1. What are proxy materials?

The proxy materials are furnished in connection with the solicitation of proxies by the Board of Directors, or our Board, of Reata Pharmaceuticals, Inc., or Reata, the Company, we or us, for use at the Company’s 20202021 Annual Meeting of Stockholders, or Annual Meeting, to be held via live webcast on June 10, 2020,2021, at 8:00 a.m. Central Daylight Time by accessing www.proxydocs.com/RETA pre-registering prior to in advance of the meeting, completing online registration, deadlinewhich requires that you provide the control number included on Monday, June 8, 2020 at 5:00 p.m. Eastern Daylight Time,your Notice of Internet Availability, proxy card, or voting instruction form, and following the instructions you subsequently receive via e-mail. The proxy materials include the notice of annual meeting of stockholders, this proxy statement for the Annual Meeting, a 20192020 annual report to stockholders and the proxy card or, for shares held in street name (held for your account by a broker or other nominee), a voting instruction form, for the Annual Meeting. As a stockholder, you are invited to attend the Annual Meeting and are requested to vote on the items of business described in this proxy statement. This proxy statement includes information that we are required to provide to you under Securities and Exchange Commission, or SEC, rules and is designed to assist you in voting your shares.

Pursuant to the “notice and access” rules adopted by the SEC, we have elected to provide access to our proxy materials to our stockholders via the Internet. Accordingly, on or about April 29, 2020,30, 2021, we began mailing a Notice of Internet Availability to stockholders entitled to vote at the Annual Meeting containing instructions on how to access the proxy materials and how to vote online. Please follow the instructions on the Notice of Internet Availability for requesting paper or e-mail copies of our proxy materials. In addition, stockholders of record may request to receive proxy materials in printed form by mail or electronically by e-mail on an ongoing basis for future stockholder meetings. We believe electronic delivery will expedite the receipt of the materials and will help lower the costs of our proxy materials. Please note that, while our proxy materials are available at the website referenced in the Notice of Internet Availability and on our website, no other information contained on either website is incorporated by reference into or considered to be a part of this document.

2. Who is entitled to vote at the Annual Meeting?

Only holders of record of our Class A common stock and Class B common stock, or our common stock, at the close of business on April 16, 2020,15, 2021, or the Record Date, are entitled to notice of and to vote at the Annual Meeting. Each share of Class A common stock is entitled to one vote on all matters to be voted upon at the Annual Meeting, and each share of Class B common stock is entitled to three votes on all matters to be voted upon at the Annual Meeting. On the Record Date, 28,166,71231,368,226 shares of Class A common stock were issued and outstanding (constituting 28,166,71231,368,226 votes), and 5,070,2114,909,492 shares of Class B common stock were issued and outstanding (constituting 15,210,63314,728,476 votes). Holders of shares of Class A common stock and Class B common stock will vote together as a single class on all matters submitted to a vote of stockholders at the Annual Meeting. Holders of common stock do not have the right to cumulative voting in the election of directors. Shares of common stock that are present virtually during the Annual Meeting constitute shares of common stock represented “in person.”

The presence, in person or by proxy, of the holders of a majority of the voting power of outstanding shares of Class A common stock and Class B common stock on the Record Date (constituting 21,688,67323,048,352 votes) will constitute a quorum for the transaction of business at the Annual Meeting and any postponement or adjournment thereof, though the Board may fix a new record date for purposes of a postponed or adjourned meeting. Abstentions and broker non-votes, each discussed below, will be counted for the purpose of determining the presence or absence of a quorum.

You are a stockholder of record if your shares of our common stock are registered directly in your own name with our transfer agent, American Stock Transfer & Trust Company, LLC, or AST. You are a beneficial owner of shares of our common stock if a brokerage firm, bank or other agent, called a “nominee,” holds your stock. This is often called ownership in “street name” because your name does not appear in the records of AST. If you are a stockholder of record, you have the right to grant your proxy directly to the individuals listed on the proxy card or to vote in person at the Annual Meeting. If you hold any shares in street name, you have the right to direct your nominee how to vote your shares. Beneficial owners are also invited to attend the Annual Meeting. If you hold any shares of common stock in street name, you should receive a voting instruction form from your nominee.

3. How do you vote your shares?

If you are a stockholder of record, there are four ways to vote:

If you are a beneficial owner of shares held in street name, there are four ways to provide voting instructions:

4. What if you receive more than one proxy card or voting instruction form?

This means that you may have more than one account at AST, with a nominee or both. Please vote all proxy cards and voting instruction forms that you receive so that all the shares that you own will be represented at the Annual Meeting.

5. How may you revoke your proxy or voting instructions?

If you are a stockholder of record, you may revoke or amend your proxy at any time before it is voted at the Annual Meeting by writing to us, Attention: Secretary, directly “revoking” your earlier proxy, submitting a new proxy with a later date by mail, by telephone or via the internetInternet or by attending the Annual Meeting and voting in person. Attendance at the Annual Meeting will not itself revoke an earlier submitted proxy. Your last dated proxy timely received prior to the Annual Meeting, or vote cast at the Annual Meeting, will be counted. If you hold your shares in street name, you must follow the instructions on your voting instruction form to revoke or amend any prior voting instructions.

6. What is discretionary authority?

If you are a stockholder of record and you properly submit your proxy without making any specific selections, your shares will be voted on each matter before the Annual Meeting in the manner recommended by the Board. If other matters not included in this proxy statement properly come before the Annual Meeting, the persons named on the proxy card, or otherwise designated, will have the authority to vote on those matters for you in their discretion. At this time, we are not aware of any matters that will come before the Annual Meeting other than those disclosed in this proxy statement. If you are a beneficial owner of shares held in street name, please see the discussion below regarding broker non-votes and the rules related to voting by nominees.

7. What are abstentions, “withhold” votes and “broker non-votes”?

If you are a stockholder of record and you vote “abstain” on the resolution to approve the compensation of our named executive officers or the ratification of the appointment of the independent registered public accounting firm, your shares will not be voted on that matter but will be counted as present in person or by proxy and entitled to vote. Abstentions have the same effect as a vote “against” the resolution to approve the compensation of our named executive officers and the ratification of the appointment of the independent registered public accounting firm.  If you are a stockholder of record and you “abstain” from voting on the frequency of future advisory votes to approve the compensation of our named executive officers, your shares will be counted as present in person or by proxy and entitled to vote, but will have no effect on the outcome, because the frequency period that receives the most votes (every one, two or three years) will be deemed to be the recommendation of the stockholders. If you are a stockholder of record and you vote “withhold” in the election of a director, your shares will be counted as present in person or by proxy and entitled to vote, but will have no effect on the outcome, because the director nominees who receive the highest number of “for” votes are elected. In all cases, if you are a stockholder of record, your shares will be counted for purposes of determining whether a quorum is present. If you are a beneficial owner holding shares through a nominee, you may instruct your nominee that you wish to abstain from voting on a proposal or withhold authority to vote for one or more nominees for director, and your vote will have the same effect as described above.

If you are a beneficial owner holding shares through a nominee and you fail to instruct the nominee how your shares should be voted on a particular matter, then your broker nominee may submit a vote on your behalf on “routine” matters. A broker nominee generally may not vote on “non-routine” matters without receiving your specific voting instructions. This is called a “broker non-vote.” Broker non-votes are counted as present and entitled to vote for quorum purposes, but are not considered entitled to vote and have no effect on the outcome of any vote. At the Annual Meeting, your broker nominee will not be able to submit a vote on any matter other than the ratification of the appointment of the independent registered public accounting firm, unless it receives your specific instructions. If your nominee does not receive your specific instructions for the election of directors proposal or the resolution to approve the compensation of our named officers or the advisory vote on the frequency of future advisory votes to approve the compensation of our named executive officers, it will submit a broker non-vote. The broker nominee, however, will be able to vote on the ratification of the appointment of our independent registered public accounting firm even if it does not receive your instructions, so we do not expect any broker non-votes will exist in connection with this proposal.

8. What proposals will be voted on at the Annual Meeting, and what votes are required to approve each of the proposals?

The required vote for each of the proposals expected to be acted upon at the Annual Meeting and the treatment of abstentions and broker non-votes under each proposal are described below:

Proposal No. 1 — Election of directors. Directors are elected by a plurality of the voting power of the outstanding shares of the Company that are present in person or represented by proxy and entitled to vote on the election of directors, with the nominees obtaining the most votes being elected. Because there is no minimum vote required, abstentions and broker non-votes will have no effect on the outcome.

Proposal No. 2 — Advisory (non-binding) vote on a resolution to approve the compensation of our named executive officers. BecauseBecause this proposal asks for a non-binding, advisory vote, there is no “required vote” that would constitute approval of the compensation of our named executive officers. We value the opinions expressed by our stockholders with respect to this advisory vote, and our compensation committee, which is responsible for overseeing and administering our compensation programs, will consider the outcome of the vote, including whether the votes cast “for” this proposal represent the affirmative vote of the majority of the voting power of the shares present in person or represented by proxy at the annual meeting and entitled to vote when designing our compensation programs and making future compensation decisions for our named executive officers. We will consider this advisory proposal approved if it receives the affirmative vote of the majority of the voting power of the shares present in person or represented by proxy at the annual meeting and entitled to vote on the proposal. As a result, abstentions will have the same effect as a vote “against” the proposal. Broker non-votes will have no effect on the vote outcome.

Proposal No. 3 — Advisory (non-binding) vote on the frequency of future advisory votes to approve the compensation of our named executive officers.  This advisory vote provides a choice among three frequency periods for future advisory votes to approve the compensation of our named executive officers.  The frequency period receiving a plurality of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the matter will be the recommendation of the stockholders.  Thus, the frequency period that receives the most votes (every one, two or three years) will be deemed to be the recommendation of the stockholders.  Because there is no minimum vote required, abstentions and broker non-votes will have no effect on the vote outcome.

Proposal No. 4 — Ratification of appointment of independent registered public accounting firm. This proposal must be approved by the affirmative vote of the majority of the voting power of the shares present in person or represented by proxy at the annual meeting and entitled to vote. As a result, abstentions will have the same effect as a vote “against” the proposal. Broker non-votes will not be considered entitled to vote on this proposal and will therefore have no effect on the vote outcome. As discussed above, we do not expect any broker non-votes with respect to this proposal.

9. How does the Board recommend you vote on the proposals?

10. What do you need to do to attend the Annual Meeting?

The 20202021 Annual Meeting will be a completely virtual meeting. There will be no physical meeting location, unless we later announce an in-person only meeting via press release as described in the questionQuestion 12 below. The meeting will only be conducted via live webcast. We have adopted a virtual format this year for our Annual Meeting in light

of the public health impact of the coronavirus pandemic (COVID-19), the increasingly strict protocols that federal, state and local governments have imposed,COVID-19 and to support the health and well-being of our stockholders, employees and their families. This virtual-meeting format uses technology designed to increase stockholder access and provide stockholders rights and opportunities to participate in the meeting similar to what they would have at an in-person meeting.

In order to attend, you must register in advance at www.proxydocs.com/RETA prior to the Registration Deadline of June 8, 2020 at 5:00 pm Eastern Daylight Time.  . As part of the registration process, you must enter the control number located in your Notice of Internet Availability, proxy card or voting instruction form. Upon completing your registration, you will receive further instructions via email, including your unique linkslink that will allow you access to the Annual Meeting and will also permit youto vote and to submit questions.  questions during the Annual Meeting. Please be sure to follow the instructions found on your Notice of Internet Availability, proxy card or voting instruction form and subsequent instructions that will be delivered to you via email. If you are a beneficial owner of shares registered in the name of a broker, bank or other nominee, you will also need to provide the registered name on your account and the name of your broker, bank or other nominee as part of the registration process.

On the day of the Annual Meeting, June 10, 2021, stockholders may begin to log in to the virtual-only Annual Meeting 15 minutes prior to the Annual Meeting. The Annual Meeting will begin promptly at 8:00 a.m. Central Time. Please allow ample time for online registration and login procedures.

We will have technicians ready to assist you with any technical difficulties you may have accessing the Annual Meeting. If you encounter any difficulties accessing the virtual-only Annual Meeting platform, including any difficulties voting or submitting questions, you may call the technical support number that will be posted in your instructional email.

11. Will you be able to ask questions and participate in the Annual Meeting?

We are aware of concerns that virtual meetings may diminish stockholder voices or reduce accountability and are taking steps to address these concerns. For example, our virtual meeting format enhances, rather than constrains, stockholder access, participation and communication because the online format allows stockholders to communicate with us during the Annual Meeting so they can ask questions to our Board, management and a representative from our independent registered public accounting firm.

We have reserved 20 minutes for stockholder questions at our Annual Meeting. We will answer stockholder questions as they come in, as time permits. We are committed to publicly answering each question received following the Annual Meeting, with the exception of any questions that are irrelevant to the purpose of the Annual Meeting or our business or that contain inappropriate or derogatory references. If we receive substantially similar questions, we will group such questions together and provide a single response to avoid repetition. Although the live webcast is available only to stockholders as of the record date at the time of the Annual Meeting, the webcast of the Annual Meeting will be archived for the public for one year after the date of the Annual Meeting at www.reatapharma.com.

12. Could emerging developments regarding the coronavirus affect our decision to hold a virtual Annual Meeting?

We intend to hold the Annual Meeting virtually. However, in the event it is possible or advisable to hold the Annual Meeting in person, we may hold the meeting in person at our offices located at 5320 Legacy Drive, Plano, Texas 75024. The Company would publicly announce a determination to hold an in-person only Annual Meeting in a press release available under “Investors > News” on our website at www.reatapharma.com as soon as practicable before the meeting.

12.13. You share an address with another stockholder. Why did you receive only one copy of the proxy materials, and how may you obtain an additional copy of the proxy materials?

The SEC has adopted rules that permit companies and intermediaries, such as brokers, to satisfy the delivery requirements for the proxy materials with respect to two or more stockholders sharing the same address by delivering a single set of the proxy materials addressed to those stockholders. This process, which is commonly referred to as “householding,” is intended to provide extra convenience for stockholders and cost savings to the companies.

A number of brokers with account holders who are stockholders may be “householding” our proxy materials. A single set of proxy materials will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. If you have received notice from your broker that it will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate set of materials, please notify your broker or the Company at 5320 Legacy Drive, Plano, Texas 75024 or (469) 442-4772,(972) 865-2219, in each case Attention: Secretary, and the Company will promptly deliver such additional materials to you. Stockholders who have multiple accounts in their names or who share an address with other stockholders can request “householding” and authorize your broker to discontinue mailings of multiple annual reports and proxy statements by contacting your broker or the Company at 5320 Legacy Drive, Plano, Texas 75024 or (469) 442-4772,(972) 865-2219, in each case Attention: Secretary.

13.14. How will the results of voting be announced?

We expect to announce the preliminary voting results at the Annual Meeting. The final voting results will be tallied by the inspector of elections and published in a Current Report on Form 8-K, which we are required to file with the SEC within four business days after the Annual Meeting.

14.15. Who pays the costs of solicitation?

The Company will pay all of the costs of soliciting proxies. We will provide copies of our proxy materials to brokerage firms, fiduciaries and custodians for forwarding to beneficial owners who request printed copies of these materials and will reimburse these persons for their costs of forwarding these materials. We have engaged D. F. King & Co., Inc. to assist us in soliciting proxies for a fee of $12,500.approximately $26,500. Our directors, officers and employees may also solicit proxies by telephone, facsimile or personal solicitation; however, we will not pay these individuals additional compensation for any of these services.

PROPOSAL NO. 1 – ELECTION OF DIRECTORS

Background

The amended and restated certificate of incorporation of the Company provides that the Board is to be divided into three classes as nearly equal in number as reasonably possible, with directors in each class generally serving three-year terms. The total Board size is currently fixed at seveneight directors. Currently, the Class IIIII directors (whose terms expire at the Annual Meeting) are James E. Bass and R. Kent McGaughy, Jr.  The Class III directors (whose terms expire at the 2021 annual meeting) are William D. McClellan, Jr., and William E. Rose. The Class I directors (whose terms expire at the 2022 annual meeting) are J. Warren Huff, and Jack B. Nielsen.Nielsen and Shamim Ruff. The Board currently anticipates filling the remaining vacant board position in the future.  Accordingly, proxies cannot be voted for a greater number of persons than the number of nominees named for Class II directors (whose terms expire at the Annual Meeting.2023 annual meeting) are Martin W. Edwards, M.D., R. Kent McGaughy, Jr., and Christy J. Oliger. The Class IIIII directors elected at the Annual Meeting will hold office until the 20232024 annual meeting of stockholders and until their successors are elected and qualified, unless they resign or their seats become vacant due to removal or death.

As described below, the Board has nominated JamesWilliam D. McClellan, Jr., and William E. Bass and R. Kent McGaughy, Jr.Rose for election as Class IIIII directors at the Annual Meeting. Mr. BassMcClellan and Mr. McGaughyRose have indicated their willingness to serve if elected.  You may not vote by proxy or in person for a greater number of persons than the two director nominees.

Nomination of Directors

The nominating and corporate governance committee of our Board reviews and recommends to the Board potential nominees for election to the Board. In reviewing potential nominees, the nominating and corporate governance committee considers the qualifications of each potential nominee in light of the Board’s existing and desired mix of experience and expertise. Specifically, the nominating and corporate governance committee considers each potential nominee’s personal and professional ethics, integrity and values, and commitment to the representation of the long-term interests of the stockholders. The Board membership criteria are set forth in our corporate governance guidelines, a copy of which is available under “Investors > ESG > Governance > Documents & Charters” on our website at www.reatapharma.com. After reviewing the qualifications of potential Board candidates, the nominating and corporate governance committee presents its recommendations to the Board, which selects the final director nominees. Upon the recommendation of the nominating and corporate governance committee, the Board nominated Mr. BassMcClellan and Mr. McGaughyRose for election as Class IIIII directors. The Company did not pay any fees to any third parties to identify or assist in identifying or evaluating nominees for the Annual Meeting.

The nominating and corporate governance committee considers stockholder nominees using the same criteria set forth above. Stockholders who wish to present a potential nominee to the nominating and corporate governance committee for consideration for election at a future annual meeting of stockholders must provide the nominating and corporate governance committee with notice of the recommendation and certain information regarding the candidate as described in our second amended and restated bylaws and within the time periods set forth under the caption “Stockholder Proposals.”

Pursuant to our corporate governance guidelines, the Company endeavors to have a Board representing diverse experience at policy-making levels with a complementary mix of skills and professional experience in areas relevant to the Company’s activities. The nominating and corporate governance committee will also consider such factors as diversity, including differences in viewpoints, background, education, gender, race or ethnicity, age and other individual qualifications and attributes. As set forth in our corporate governance guidelines, the Company is committed to considering candidates for the Board regardless of gender, race, ethnicity and national origin. Any search firm retained to assist the nominating and corporate governance committee in seeking candidates for the Board will affirmatively be instructed to seek to present women and minority candidates.

Nominees and Incumbent Directors

The nominating and corporate governance committee has recommended, and the Board has nominated, Mr. BassMcClellan and Mr. McGaughyRose to be elected as Class IIIII directors at the Annual Meeting. The following table sets forth the following information for Mr. BassMcClellan and Mr. McGaughyRose and the Company’s continuing directors: their respective ages as of the Record Date, the positions currently held with the Company, the year each was first elected or appointed a director of the Company, the year their current term will expire and their current class.

Class IIIII Directors Nominated for Election

The following two people have been nominated by the Board to be elected as Class IIIII directors at the 20202021 Annual Meeting.

James E. Bass has served as a member of the Board since July 2004.  For the past five years, Mr. Bass has been managing family assets and investments as his primary business activity.  Mr. Bass is a member of the board of Snowbird Holdings, LLC and Trinity Summits, LLC.  Mr. Bass graduated with a B.A. from Yale University and obtained his J.D. from Stanford University.  Our Board believes that Mr. Bass is qualified to serve on our Board due to his extensive experience investing and extensive service on the boards of directors and boards of managers of other enterprises.

R. Kent McGaughy, Jr. has served as a member of the Board since December 2004.  Mr. McGaughy has been a partner of CPMG, Inc. since 2006.  Prior to joining CPMG’s predecessor, Cardinal Investment Company, Inc., in 1997, he worked at Simmons & Company International.  He currently serves on the boards of Apollo Endosurgery, Inc., a publicly traded company, and several private companies.  Mr. McGaughy received his B.A. from The University of Texas (summa cum laude and member of Phi Beta Kappa) and his M.B.A. from the Harvard Business School.  Our Board believes that Mr. McGaughy is qualified to serve on our Board due to his extensive experience investing and extensive service on the boards of directors of other companies.

Class III Directors Continuing in Office Until 2021

William D. McClellan, Jr. has served as a member of the Board since March 2017. Mr. McClellan, has served as the Chief Financial Officer of Aerin Medical Inc. since January 2018. Mr. McClellan is a financial management consultant to healthcare and life sciences companies, serving as the managing member of Goodwater Consulting, LLC since March 2017. From June 2004 until June 2016, Mr. McClellan was the Chief Financial Officer and Executive Vice President, Finance at On-X Life Technologies Holdings, Inc. Prior to June 2004, Mr. McClellan held financial and accounting positions at various healthcare and other companies and was a certified public accountant (CPA) serving as an auditor with PricewaterhouseCoopers for nine years. He currently serves onas a member of the board of directors of Apollo Endosurgery, Inc., a publicly traded company, and chairs its audit committee. Mr. McClellan received a B.B.A. in accounting from Abilene Christian University and is a certified public accountant.CPA. Our Board believes that Mr. McClellan is qualified to serve on our Board due to his extensive experience in finance and accounting roles in the healthcare and life sciences industry and in serving as a certified public accountantCPA at a large public accounting firm.

William E. Rose has served as a member of the Board since February 2016. Mr. Rose is the President of Montrose Capital, Inc. Prior to Montrose, Mr. Rose was associated with HBK Capital Management from 1991 until 2012, serving in various capacities, including Co-Chief Investment Officer. He currently serves on the Board of Greenhill School and is alsoas a member of the Investment Committee for the Dallas Museum of Art. Mr. Rose received a B.A. in Political Science from Duke University in 1989. Our Board believes that Mr. Rose is qualified to serve on our Board due to his extensive experience investing, his experience with venture capital investments and his board service for other enterprises.

Class I Directors Continuing in Office Until 2022

J. Warren Huff is the Chairman, Chief Executive Officer and President of Reata. He has served as our sole CEO,Chief Executive Officer, President and as Chairman of the Board since our founding in 2002. Prior to founding Reata, Mr. Huff served as CEOChief Executive Officer in a number of biotechnology and information technology start-up enterprises. Mr. Huff started his career as an attorney with Johnson & Gibbs, P.C., where he was a partner and Chairman of the Corporate Securities Practice. Mr. Huff received a B.B.A. (magnamagna cum laude)laude from the University of Texas at Austin and a J.D. from Southern Methodist University. Our Board believes that Mr. Huff is qualified to serve on our Board due to his extensive experience investing and working in the pharmaceuticals industry.

Jack B. Nielsenhas served as a member of the Board since June 2006. Mr. Nielsen ishas served as a Managing Director ofat Vivo Capital LLC, a healthcare focused investment firm.  Priorfirm, since August 2017, and previously served as a consultant from March 2017 to March 1,July 2017. From 2001 to February 2017, Mr. Nielsen worked withinwas with the Novo A/S (Novozymes) organization and its venture activities since 2001 in several roles, most recently being employed as a Senior Partner based in Copenhagen, Denmark. From 2006 to 2012, Mr. Nielsen was employed as a Partner at Novo Ventures (US) Inc. in San Francisco, where he established the office which provides certain consultancy services to Novo A/S. Mr. Nielsen, in the past, has served on the board of directors of Akebia Therapeutics, Inc., Crinetics Pharmaceuticals, Inc., Merus, N.V. and Apollo Endosurgery, Inc., each of which is a publicly traded company.  He is also currently serves as a member of the board of directors of public biotech companies Aligos Therapeutics, Inc., ALX Oncology Holdings Inc., Harmony Biosciences Holdings, Inc., and Instil Bio, Inc., as well as several private biotech companies and previously served as a numbermember of private companies.the board of directors of public biotech companies Akebia Therapeutics, Inc., Apollo Endosurgery, Inc., Crinetics Pharmaceuticals, Inc., and Merus, N.V. Mr. Nielsen received aholds an M.Sc. in Chemical Engineering from the Technical University of Denmark, and a Masters in Management of Technology from Center for Technology, Economics and Management, Technical University of Denmark. Our Board believes that Mr. Nielsen is qualified to serve on our Board due to his extensive industry experience, his experience with venture capital investments and his board service for several companies in the biotechnology sector.

Shamim Ruff has served as a member of the Board since April 2021. Ms. Ruff brings over 30 years of experience in the biopharmaceutical industry, serving in various regulatory roles. Ms. Ruff has served as Chief Regulatory Affairs Officer and Senior Vice President, Head of Quality Assurance, at Stoke Therapeutics, Inc. since December 2018. From January 2013 to May 2018, Ms. Ruff served in various roles at Sarepta Therapeutics, Inc., including as Chief Regulatory Officer and Senior Vice President, Quality, from December 2015 to May 2018. Prior to her time at Sarepta Therapeutics, Inc, Ms. Ruff served in increasing senior regulatory roles at Sanofi, Amgen Inc., Abbott Laboratories, and AstraZeneca PLC. Ms. Ruff holds a bachelor’s degree in Chemistry and Biology from the University of Leicester, UK, and a master’s degree in Analytical Chemistry from the University of Loughborough, UK. Additionally, she is a Chartered Chemist and Member of the Royal Society of Chemistry. Our Board believes Ms. Ruff is qualified to serve on our Board due to her extensive regulatory experience at biopharmaceutical companies.

Class II Directors Continuing in Office until 2023

Dr. Martin W. Edwards, M.D. has served as a member of the Board since August 2020. Since 2003, until his retirement in September 2020, Dr. Edwards held various positions at Novo Holdings A/S, a life sciences investment firm, and most recently as a part-time Senior Partner. Earlier in his career, he was Corporate VP and Global Head of Drug Development for Novo Nordisk A/S, where he led all aspects of pre-clinical and clinical drug development. Dr. Edwards currently serves as a member of the board of directors of public biotech companies Kalvista Pharmaceuticals, Inc., Verona Pharma plc, Inozyme Pharma, Inc., and Morphic Holding, Inc., as well as a private biotech company. Dr. Edwards previously served as a member of the board of directors of CoLucid Pharmaceuticals, Inc., a publicly traded company. Dr. Edwards qualified in physiology and medicine at the University of Manchester. Dr. Edwards was elected a Member of the Royal College of Physicians, a Member with distinction of the Royal College of General Practitioners, and a Fellow of the Faculty of Pharmaceutical Medicine, and holds an M.B.A. from the University of Warwick. Our Board believes that Dr. Edwards is qualified to serve on our Board due to his extensive experience and knowledge in the biotechnology sector.

R. Kent McGaughy, Jr. has served as a member of the Board since December 2004. Mr. McGaughy has been a partner in CPMG, Inc. since 2006. Prior to joining CPMG’s predecessor, Cardinal Investment Company, Inc., in 1997, he worked at Simmons & Company International. He currently serves as a member of the board of directors of public biotech companies Apollo Endosurgery, Inc. and Instil Bio, Inc., as well as several private companies. Mr. McGaughy received his B.A. from The University of Texas, summa cum laude and member of Phi Beta Kappa, and his M.B.A. from Harvard Business School. Our Board believes that Mr. McGaughy is qualified to serve on our Board due to his extensive experience investing and extensive service on the boards of directors of other companies.

Christy J. Oliger has served as a member of the Board since April 2021. Ms. Oliger brings nearly 30 years of experience in the biopharmaceutical industry, serving in various commercial roles at Genentech, Inc. and Roche Holding AG from January 2000 until her retirement in July 2020, and at Schering-Plough Corporation from September 1992 until December 1999. Most recently, Ms. Oliger served as Senior Vice President, Oncology Business Unit Head, at Genentech, Inc. During her tenure at Genentech, Inc., Ms. Oliger held senior leadership roles across a variety of therapeutic areas, including oncology, neurology, rare diseases, respiratory, dermatology and immunology in hospital and specialty settings. She currently serves as a member of the board of directors of Karyopharm Therapeutics Inc., a publicly traded pharmaceutical company. Ms. Oliger received a B.A. in Economics from the University of California at Santa Barbara. Our Board believes that Ms. Oliger is qualified to serve on our Board due to her extensive experience in commercial and portfolio management roles at biopharmaceutical companies.

Vote Required

The nominees who receive the greatest number of affirmative votes will be elected as Class IIIII directors. Abstentions and broker non-votes will not affect the election of directors.

Holders of proxies solicited by this proxy statement will vote the proxies received by them as directed on the proxy card or, if no direction is given, then FOR the election of the nominees named in this proxy statement.

THE BOARD RECOMMENDS A VOTE “FOR” THE TWO DIRECTOR NOMINEES IDENTIFIED ABOVE.

PROPOSAL NO. 2 – ADVISORY (NON-BINDING) vote on a RESOLUTION TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

Background

Our Board is committed to excellence in governance. As part of this commitment, and as required by Rule 14a-21 of the Securities Exchange Act of 1934, or the Exchange Act, our Board is providing our stockholders with an opportunity to cast an advisory (non-binding) vote on a resolution to approve the compensation of our named executive officers.

As described below under “Executive Compensation – Compensation Discussion and Analysis,” we have developed a compensation program that is designed to attract, retain and motivate key executives responsible for our success, to provide incentives that reward achievement of performance goals that directly correlate to the enhancement of stockholder value and to align our executives’ interests with those of our stockholders by rewarding short-term and long-term performance and tying a significant portion of our executive officers’ compensation to increases in stockholder value. We believe our executive compensation program strikes an appropriate balance between the implementation of responsible, measured compensation practices and the effective provision of incentives for our named executive officers to exert their best efforts for our success.

We are asking for stockholder approval, on an advisory basis, of the compensation of our named executive officers as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K, which includes the disclosures in the “Executive Compensation – Compensation Discussion and Analysis” section below, the compensation tables, the narrative discussion and any related material disclosed in this proxy statement. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the policies and practices described in this proxy statement. For the reasons discussed above, our Board unanimously recommends that our stockholders vote in favor of the following resolution:

“RESOLVED, that the Company’s stockholders hereby approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Company’s proxy statement for the 20202021 Annual Meeting of Stockholders pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables, narrative discussion and any related material disclosed in the proxy statement.”

As this vote is advisory, it will not be binding on our Board or our compensation committee, and neither our Board nor our compensation committee will be required to take any action as a result of the outcome of the vote. However, our compensation committee will carefully consider the outcome of this vote when considering future executive compensation policies and decisions. In accordance with the vote of the Company's stockholders in 2020 regarding the frequency of future “say-on-pay” votes, the Board intends to hold this vote annually, and the next advisory vote on the frequency of future advisory votes to approve named executive officer compensation will occur in 2026.

Vote Required

Approval of the resolution to approve the compensation of our named executive officers requires the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at the annual meeting and entitled to vote. As a result, abstentions will have the same effect as a vote “against” this proposal and broker non-votes will have no effect on the vote outcome.

Holders of proxies solicited by this proxy statement will vote the proxies received by them as directed on the proxy card or, if no direction is given, then FOR the approval of the resolution to approve the compensation of our named executive officers.

THE BOARD RECOMMENDS A VOTE “FOR” PROPOSAL NO. 2.

PROPOSAL NO. 3 – advisory (NON-BINDING) vote on the frequency of future advisory votes to approve THE Compensation OF OUR NAMED EXECUTIVE OFFICERS

Background

We are required by Rule 14a-21 of the Exchange Act to provide stockholders with a separate advisory (non-binding) vote for the purpose of asking stockholders to express their preference for the frequency of future advisory votes to approve the compensation of our named executive officers.  Stockholders may indicate whether they would prefer an advisory vote to approve the compensation of our named executive officers every one, two or three years (or abstain from voting).  We are required to solicit stockholder votes on the frequency of future advisory votes to approve the compensation of our named executive officers at least once every six years, although we may seek stockholder input more frequently.

The frequency period that receives the most votes (every one, two or three years) will be deemed to be the recommendation of the stockholders.  However, because this vote is advisory and not binding on the Board or the compensation committee, the Board may decide that it is in the best interest of our stockholders and the Company to hold an advisory vote to approve the compensation of our named executive officers more or less frequently than the option selected by a plurality of our stockholders.  The Board will, however, carefully consider the outcome of this vote when considering the frequency of future advisory votes to approve the compensation of our named executive officers.

The Board believes there is a reasonable basis for holding the advisory vote to approve the compensation of our named executive officers every year, every two years or every three years; less frequent votes encourage a more long-term analysis of the Company’s executive compensation programs and would avoid the burden that annual votes would impose on stockholders required to evaluate the executive compensation program each year, but more frequent votes provide stockholders with the opportunity to react to emerging trends in compensation and give the Board and the compensation committee the opportunity to evaluate the compensation program each year in light of timely input from stockholders.  The Board believes it is best practice to hold the advisory vote to approve the compensation of our named executive officers every year.

Therefore, the Board recommends that the stockholders vote to hold the advisory vote to approve the compensation of our named executive officers every year.  Stockholders are not voting, however, to approve or disapprove of this particular recommendation.  The proxy card provides four choices, and stockholders are entitled to vote on whether the advisory vote to approve the compensation of our named executive officers shall be held every one, two or three years or to abstain from voting.

Vote Required

The frequency period that receives the most votes (every one, two or three years) will be deemed to be the recommendation of the stockholders.  You may also abstain from voting.  Abstentions and broker non-votes will have no effect on the vote outcome.

Holders of proxies solicited by this proxy statement will vote the proxies received by them as directed on the proxy card or, if no direction is given, then the holders of the proxies will vote for a frequency period of every year.

THE BOARD RECOMMENDS A VOTE TO HOLD FUTURE ADVISORY VOTES TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS EVERY YEAR.

PROPOSAL NO. 4 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Background

Our audit committee has appointed Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 20202021 and has further recommended to the Board that we submit the selection of Ernst & Young LLP for ratification by our stockholders at the Annual Meeting.

We are not required to submit the appointment of our independent registered public accounting firm for stockholder approval, but we are submitting the appointment of Ernst & Young LLP for stockholder ratification as a matter of good corporate governance. If the stockholders do not ratify this appointment, the audit committee will reconsider its appointment of Ernst & Young LLP. Even if the appointment is ratified, our audit committee may direct the appointment of a different independent registered public accounting firm at any time during the year if the audit committee determines that the change would be in the best interests of the Company.

The audit committee reviews and pre-approves all audit and non-audit services performed by its independent registered public accounting firm, except to the extent the chairman of the audit committee exercises his delegated authority to pre-approve audit and non-audit services. The audit committee approved all services rendered by Ernst & Young LLP in the fiscal year ended December 31, 2019,2020, in accordance with these policies.

In its review of non-audit services, the audit committee considers, among other things, the possible impact of the performance of such services on the independent registered public accounting firm’s independence. The audit committee has determined that the non-audit services performed by Ernst & Young LLP in the fiscal year ended December 31, 2019,2020, were compatible with maintaining the independent registered public accounting firm’s independence. Additional information concerning the audit committee and its activities can be found in the following sections of this proxy statement: “Board of Directors and Committees” and “Report of the Audit Committee.”

Ernst & Young LLP has audited our financial statements since 2002. Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting, will have the opportunity to make a statement if they desire to do so and will be available to respond to appropriate stockholder questions.

Fees for Independent Registered Public Accounting Firm

The following is a summary of the aggregate fees billed to the Company for the audit and other services rendered by Ernst & Young LLP, our independent registered public accounting firm, for the fiscal years ended December 31, 20192020 and 2018.2019.

Vote Required

Ratification of the appointment of the independent registered public accounting firm requires the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at the annual meeting and entitled to vote. As a result, abstentions will have the same effect as a vote “against” this proposal and broker non-votes will have no effect on the vote outcome.

Holders of proxies solicited by this proxy statement will vote the proxies received by them as directed on the proxy card or, if no direction is given, then FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2020.2021.

THE BOARD RECOMMENDS A VOTE “FOR” PROPOSAL NO. 4.3.

CORPORATE GOVERNANCE

Director Independence

Our Board currently consists of sixeight members. Under the listing requirements and rules of Nasdaq, independent directors must comprise a majority of our Board as a listed company. Our Board has determined that Messrs. Bass,Edwards, McClellan, McGaughy, Nielsen and Rose and Mses. Oliger and Ruff qualify as “independent” directors in accordance with Nasdaq listing requirements and rules. Mr. Huff is not considered independent because he is an employee of Reata. Under Nasdaq rules, the Board’s determination of a director’s independence considers objective tests, such as whether the director is, or has been within the last three years, an employee of the Company and whether the director or any of his family members has engaged in certain types of business dealings with the Company. Additionally, under Nasdaq rules, a director will qualify as an “independent director” only if, in the opinion of that 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 making these independence determinations, our Board reviewed and discussed information provided by the directors to us with regard to each director’s business and personal activities and relationships as they may relate to us and our management. There are no family relationships among any of our directors or executive officers.

In addition, the rules of Nasdaq require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees must be independent. Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act. To be considered to be independent for purposes of Rule 10A-3 of the Exchange Act, 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: (1) accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries; or (2) be an affiliated person of the listed company or any of its subsidiaries. Our Board has determined that each of Messrs. Bass,Edwards, McClellan, Nielsen and Rose and Mses. Oliger and Ruff, who comprise our audit committee, Messrs. Bass,Edwards, McClellan, McGaughy, Nielsen and Rose and Mses. Oliger and Ruff, who comprise our compensation committee, and Messrs. Bass,Edwards, McClellan, McGaughy and Nielsen and Mses. Oliger and Ruff, who comprise our nominating and corporate governance committee, satisfy the independence standards for those committees established by applicable rules and regulations of the SEC and the listing requirements of Nasdaq. James E. Bass served as a director and as a member of our audit committee, compensation committee and nominating and corporate governance committee until his resignation from our Board and all committees thereof in August 2020. The Board determined that Mr. Bass was independent in accordance with the standards set forth above during the time he served on our Board and the committees thereof. In making this determination, our Board considered the current and prior relationships that each non-employee director has with us and all other facts and circumstances our Board deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director and the transactions involving eacha non-employee director described in “Certain Relationships and Related-Party Transactions.”

Code of Business Conduct and Ethics

We have adopted a Code of Ethics and Business Conduct that applies to all of our employees, officers (including our principal executive officer, principal financial officer and principal accounting officer or controller) or persons performing similar functions and agents and representatives, including directors and consultants. The full text of our Code of Ethics and Business Conduct is available under “Investors > ESG > Governance > Documents & Charters” on our website at www.reatapharma.com. The audit committee of our Board is responsible for overseeing the Code of Ethics and Business Conduct, and the Board must approve any waivers of the Code of Ethics and Business Conduct for any executive officers or directors. We intend to disclose, on our website, future amendments to certain provisions of our Code of Ethics and Business Conduct or waivers of such provisions applicable to any principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, and our directors.

Corporate Governance Guidelines

Our Board has adopted corporate governance guidelines to assist and guide its members in the exercise of its responsibilities. These guidelines should be interpreted in accordance with any requirements imposed by federal or state laws or regulations, Nasdaq, our amended and restated certificate of incorporation and our second amended and restated bylaws. Our corporate governance guidelines are available under “Investors > ESG > Governance > Documents & Charters” on our website at www.reatapharma.com. Although these corporate governance guidelines have been approved by the Board, it is expected that these guidelines will evolve over time as customary practice and legal requirements change. In particular, guidelines that encompass legal, regulatory or stock exchange requirements as they currently

exist will be deemed to be modified as and to the extent such legal, regulatory or stock exchange requirements are modified. In addition, the guidelines may also be amended by the Board at any time as it deems appropriate.

Hedging Transactionsand Pledging Policies

Pursuant to the Company’s Insider Trading Policy, all directors, officers and other employees of the Company, and their spouses and all other members of their household, are prohibited from making any short sales of any securities of the Company and from engaging in transactions involving Company-based derivative securities. This prohibition includes, but is not limited to, trading in Company-based option contracts, transacting in straddles or collars, hedging (generally purchasing any financial instrument or engaging in any transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of the Company’s securities) and writing puts or calls, but does not include exchange funds. In addition, pursuant to the Company’s Insider Trading Policy, all directors, officers and other employees of the Company, and their spouses and all other members of their household, are prohibited from entering into a pledge of Company securities as collateral for a loan or holding Company securities in a margin account without advance approval.

Stockholder Communications

Generally, stockholders who have questions or concerns regarding the Company should contact Mr. Vineet Jindal, our Vice President,Investor Relations & Corporate Communications & Strategy,Department, at (855) 557-3282 or contact us at “Contact Us” on our website at www.reatapharma.com. Also, any stockholder who wishes to address questions regarding the business or affairs of the Company directly with the Board, or any individual director, should direct his or her questions by contacting us at “Contact Us”“Investors > ESG > Governance > Contact the Board” on our website at www.reatapharma.com. Upon receipt of any such communications, the correspondence will be directed to the appropriate person, including individual directors.

BOARD OF DIRECTORS AND COMMITTEES

During the year ended December 31, 2019,2020, our Board met sevensix times. Each director attended at least 75% of the aggregate of the total number of meetings of the Board and meetings of the committees of which he was a member in our last fiscal year. The Board encourages all directors to attend the annual meeting of stockholders, if practicable. All of our directors then in office attended the Company’s 20192020 annual meeting of stockholders. The Board has a standing audit committee, compensation committee and nominating and corporate governance committee. All members of the audit, compensation and nominating and corporate governance committees are non-employee directors whom the Board has determined are independent under the applicable independence standards.

Board Leadership Structure

Our second amended and restated bylaws and our corporate governance guidelines provide our Board with flexibility to combine or separate the positions of Chairman of the Board and Chief Executive Officer and to implement a lead independent director in accordance with its determination that using one or the other structure would be in the best interests of our Company. Mr. Huff currently serves as the Chairman of the Board, and Mr. Nielsen currently serves as the lead independent director of the Board. In addition, in his role as lead independent director, Mr. Nielsen presides over the independent director sessions of the Board in which Mr. Huff, as our Chief Executive Officer, does not participate, and Mr. Nielsen serves as a liaison to management on behalf of the non-employee members of the Board.

Our Board has concluded that our current leadership structure is appropriate at this time. The Board believes at present the combined role of Chairman of the Board and Chief Executive Officer promotes united leadership and direction for the Company, which allows for a single, clear focus for management to execute the Company’s strategy and business plans. As Chief Executive Officer, Mr. Huff is best suited to ensure that critical business issues are brought before the Board, which enhances the Board’s ability to develop and implement business strategies.

Mr. Nielsen, as lead independent director, provides, in conjunction with the Chairman of the Board, leadership and guidance to the Board, and also:

In addition, all directors are encouraged to suggest the inclusion of agenda items and meeting materials, and any director is free to raise at any Board meeting items that are not on the agenda for that meeting.

The Board’s independent directors regularly meet in executive session without the presence of any members of management. The lead independent director presides at these meetings and provides the Board’s guidance and feedback to the Chairman of the Board and the Company’s management team.

Our Board will periodically review our leadership structure and may make such changes in the future as it deems appropriate. The Board believes that, at the present time, the current arrangement of having strong leadership of the Company’s Chairman of the Board and Chief Executive Officer, the effective counterbalancing role of the lead independent director and a Board composed of strong and independent directors best serves the interest of the Company and its stockholders.

Risk Oversight

The Board has overall responsibility for the oversight of the Company’s risk management process, which is designed to support the achievement of organizational objectives, including strategic objectives, improve long-term organizational performance and enhance stockholder value. Risk management includes not only understanding Company-specific risks and the steps management implements to manage those risks, but also what level of risk is acceptable and appropriate for the Company. Management is responsible for establishing our business strategy, identifying and assessing the related risks and implementing appropriate risk management practices. The Board periodically reviews our business strategy and management’s assessment of the related risks and discusses with management the appropriate level of risk for the Company. Each of our Board committees also oversees the management of risks that fall within the committee’s areas of responsibility. In performing this function, each committee has full access to management, as well as the ability to engage advisors. In connection with its risk management role, our audit committee meets periodically, both in open session or privately, with representatives from our independent registered public accounting firm and our internal audit firm and with our Chief Financial Officer, Chief Legal Officer and Chief Accounting Officer. The audit committee oversees the Company’s compliance with legal and regulatory requirements.

Board Committees

Our Board has established an audit committee, a compensation committee and a nominating and corporate governance committee. Our Board may establish other committees to facilitate the management of our business. The composition and functions of each committee are described below. Members serve on these committees until their resignation or until otherwise determined by our Board.

Audit Committee

Our audit committee currently consists of James E. Bass,Martin W. Edwards, M.D., William D. McClellan, Jr., Jack B. Nielsen, andChristy J. Oliger, William E. Rose.Rose and Shamim Ruff. Our Board has determined that Messrs. Bass,Edwards, McClellan, Nielsen and Rose and Mses. Oliger and Ruff are independent, and that, during his service on the audit committee, Mr. Bass was independent, under Nasdaq listing standards and Rule 10A-3(b)(1) of the Exchange Act.

The chair of our audit committee is Mr. McClellan. Our Board has determined that Mr. McClellan is an “audit committee financial expert” within the meaning of the SEC regulations. Our Board has also determined that each member of our audit committee can read and understand fundamental financial statements in accordance with applicable requirements. In arriving at these determinations, the Board has examined each audit committee member’s scope of experience and the nature of their employment in the corporate finance sector. The functions of the audit committee include:

Annual Bonus

Overview

Our bonus plan, for named executive officers as well as all other employees, provides an opportunity for cash bonus awards based upon the attainment of annual corporate goals. The annual corporate goals for 20192020 were approved by our compensation committee in December 2018.2019. Certain goals were added, modified or deleted by the compensation committee during 2020, including those goals related to the approvals or filings of NDAs for bardoxolone methyl and omaveloxolone and goals related to enrollment of clinical trials, principally due to COVID-19. Corporate goals for 20192020 included drug approval goals, strategic operational goals, strategic development and clinical proof-of-concept goals, operations and study enrollment goals, and corporate and financial goals. Each goal is allocated a certain number of points, and the achievement of 100 points by achieving a combination of goals would result in establishing a target bonus pool for all employees of 25% of year-end annual salaries of all employees. The achievement of more or less than 100 points results in prorating the target bonus pool with a maximum cap of 120 points (or a maximum bonus pool equal to 30% of year-end annual salaries of all employees). The Company achieved almost alla combination of the 2019 corporate goals resulting in well over 120100 points being attained.attained in 2020. The compensation committee has the discretion to increase or decrease the bonus pool, and the final amount of the bonus pool does not determine the actual amount of any employee’s bonus, including any named executive officer.

The 2019summarized 2020 corporate goals that were achieved are:

These achievements resulted in the compensation committee increasing the bonus pool $1 million above the capped amount, $850,000 of which was allocated among the executive officers of the Company.

All executive officers are assigned annual bonus targets, expressed as a percent of base salary, based on each executive officer’s accountability, scope of responsibilities and potential impact on performance, as well as peer group competitive data for similarly situated positions. Actual payouts are based upon achievement with respect to the established corporate goals as well as any factors deemed relevant by the compensation committee with respect to any individual executive officer. Executive officer bonuses are not paid on a formulaic basis.

20192020 Bonuses

For 2019,2020, our compensation committee set the annual targets for our named executive officers’ bonuses as a percent of base salary generally targeting the 50^th50th percentile of our peer group established in 2018,2019, which resulted in no change to the targets from 2018,2019, except Mr. Huff’s target bonus percentage was revisedincreased from 55%60% to 60%65% to better align with the 50^th50th percentile of our peer group; provided, however, that, at a 60%65% target bonus, Mr. Huff was still below the 50^th50th percentile in target bonus compared to peer companies. Mr. Soni commenced service with the Company in August 2019, and his target bonus percentage was established at the same level of the named executive officers other than Mr. Huff. The compensation committee utilizes these peer group benchmarks as one factor among many factors in determining the target bonus award tolevel for each named executive officer.  Individual performance and the level of achievement of

corporate goals are also taken into account. The target bonuses, as a percentage of base salary, for the named executive officers for 20192020 are set forth in the following table:

Achievement of Goals and Relationship to Compensation Awarded

The level of achievement of corporate goals and individual performance are the most heavily weighted considerations during the compensation committee’s determination of annual bonus amounts for the named executive officers. As stated above under “Annual Bonuses – Overview”, the level of attainment of the 20192020 corporate goals resulted in the achievement of the maximuma bonus pool.  In addition, duepool for all employees equal to the stockholder value created in 2019,25% of annual salaries of all employees.

Each year, Mr. Huff makes recommendations to the compensation committee increasedas to the appropriate level of bonus pool abovefor each named executive officer, including himself, based on his assessment of their overall performance for the cappedprior year. The compensation committee takes these recommendations into account when evaluating each named executive officer’s individual performance and determining bonus amounts. Mr. Huff’s annual bonus amount by $1for 2020 was equal to his target bonus amount, despite exceptional performance during 2020, because that is the amount he recommended that the compensation committee award. Mr. Soni and Mr. Wortley were awarded bonuses that were higher than their target bonus percentages principally due to their successful efforts in raising $350 million which resultedfrom BXLS in an additional $850,000 being allocated amonga royalty financing and stock purchase transaction. Dr. Meyer was awarded a bonus that was higher than his target bonus percentage principally due to his successful efforts to maintain the executive officers.  integrity of the CARDINAL phase 3 clinical trial during COVID-19. Ms. Bir was awarded a bonus that was higher than her target bonus percentage principally due to her efforts in ensuring U.S. launch readiness for bardoxolone.

The compensation committee also reviewed bonus information with respect to the 20192020 peer group in determining the 20192020 bonus amounts. See “Compensation Change for 2020-Peer2021-Peer Group” below. The compensation committee approved 20192020 bonus awards for performance in 20192020 as set forth in the following table:

The bonuses awarded under our 20192020 annual incentive program were paid in December 2019.March 2021.

Equity Compensation

Overview

As an additional component of our compensation program, executive officers have historically been eligible to receive equity compensation in the form of stock options. The compensation committee grants stock options annually to executive officers to recognize their contributions to the achievement of corporate objectives, to align their interests with those of our stockholders by creating value tied to the performance of our stock price and for retention and motivation purposes. With respect to the grant of stock options to named executive officers in 2019 and 2020, 50% of the options granted to each executive officer were performance-based, with the exception of Mr. Huff who received 75% performance-based stock options in 2020. In determining the form and value of an annual grant, the compensation committee considers the contributions and responsibilities of each executive officer, appropriate incentives for the achievement of our long-term growth, the size and value of grants made to other executives at peer companies holding comparable positions and our overall performance relative to corporate goals. The compensation committee also grants stock options and may grant restricted stock units to new executive officer hires, as in the case of Mr. Soni who joined the Company in 2019. In determining the form and value of a new hire grant to executive officers, the compensation committee considers the expected contributions and responsibilities of each executive officer, appropriate incentives for the achievement of our long-term growth, the size and value of grants made to other new hire executives at peer companies holding comparable positions and the competitive market dynamics at the time of hire.

Under the terms of our LTIP, pursuant to which all equity grants are currently made, the exercise price of any stock options awarded must be equal to at least 100% of the fair market value of our Class A common stock or Class B common stock (which is deemed to be the closing sales price on The Nasdaq Global Select Market of our Class A common stock on the date of grant)., as applicable. We do not have any program, plan or obligation that requires us to grant equity awards on specified dates, although in the last twothree years, including 2021, we have made the annual equity grants on the first business day of each year. We also do not have any program, plan or practice to time award dates of stock option grants to our executive officers in coordination with the release of material nonpublic information. Equity awards may occasionally be granted following a significant change in job responsibilities or to meet special retention or performance objectives.

Authority to make equity grants to executive officers rests with the compensation committee. Recommendations for equity grant guidelines are made by Radford based on grant values and percentage of company for similarly situated executive positions in our peer group companies and accounting for dilution constraints. Our CEOChief Executive Officer recommends grants for individual executives taking into consideration those guidelines. The compensation committee then reviews and considers our CEO’sChief Executive Officer’s recommendation and recommends the final grant amounts to a subcommittee of the compensation committee, which approves the final grant amounts. We believe that the annual equity award should be a significant portion of an executive officer’s total compensation. Furthermore, we believe that a portion of the annual equity award should be time-based awards and a portion should be performance-based awards. The annual equity awards to named executive officers in 20192020 were 50% performance-based awards or, with respect to the Chief Executive Officer, 75% performance-based awards, as discussed below under “Equity Grants in 2019”2020”. For executive officers, through the equity grants made in January 2020, the compensation committee has determined to utilize 100% stock options for annual equity grants, at this point in the Company’s development, as stock options, as opposed to time-based restricted stock units, reward the executive officers only if the executive officers successfully execute on the Company’s business plan and achieve the corporate goals, thus aligning this portion of the executive officer’s compensation 100% with the Company’s stockholders.

We believe that annual equity awards serve as a useful performance recognition mechanism, encouraging the retention of executive officers by maintaining their focus on our long-term performance, as well as on the achievement of specific performance goals. Our typical annual time-based option awards to executive officers (including our named executive officers) have a term of 10 years and vest and become exercisable quarterly over a period of four years. Our typical annual performance-based option awards have a term of 10 years and vest 25% on the achievement of the performance standard, which must occur within some set timeframe, with the remainder of the options vesting quarterly thereafter over a three-year period.

The compensation committee reviews the Radford peer company information and awards stock options or stock options and restricted stock units, as applicable, that permit the executive officers to achieve equity value at or above the 75^th percentile of the peer groupcompetitive levels if the performance standards of the performance-based stock options or the performance-based restricted stock units, as applicable, are met.

With respect to the newly-hired executive officers, the grant of stock options may be time-based stock options or performance-based stock options, or a combination thereof. The typical time-based stock options for a newly-hired executive officer would have a term of 10 years and vest and become exercisable over a period of four years, with 25% of the underlying shares vesting on the first anniversary of the grant date and the remainder vesting quarterly over the next three years. The terms of any performance-based stock options granted a newly-hired executive officer would be based on negotiations with the newly-hired executive officer. Newly-hired executive officers may also be granted restricted stock units, whose vesting may be time-based or performance-based, based on negotiations with the newly-hired executive officer. The typical time-based restricted stock units for a newly-hired executive officer would vest over a period of four years, with 25% of the underlying shares vesting on the first anniversary of the grant date and the remainder vesting quarterly over the next three years. New hire equity grants to executive officers are recommended by the compensation committee to a subcommittee of the compensation committee which approves the grant and are based on grants to new hire executives at peer companies and the competitive market dynamics at the time.

Equity Grants in 20192020

In December 2018,2019, the compensation committee approved the grant of annual equity awards on January 2, 20192020 for our named executive officers other than Mr. Soni, who received an initial equity award in connection with his commencement of employment in August 2019.officers. These annual equity awards were granted as 50% time-based stock options and 50% performance-based stock options to all executive officers other than Mr. Huff, who received 25% time-based stock options and 75% performance-based stock options. The time-based stock options vest quarterly over four years.

The table below sets forth all annual and new hire time-based stock options awards in 20192020 to our named executive officers:

The table below sets forth all annual and new-hire performance-based equitystock option awards in 20192020 to our named executive officers:

With respect to the performance-based stock options granted to the named executive officers, other than Mr. Soni, (1) 50% of the performance-based stock options wouldwill vest 25% on the date the Company publicly announces that a statistically significant improvement in mFARs scores has been observed inFDA grants market approval for the MOXIe clinical trial, but the vesting shall occur only if the public announcement is made after the Board concludes that the overall safety and efficacy resultssale of such clinical trial warrant the filingbardoxolone methyl for treatment of a new drug applicationpatients with the FDA,chronic kidney disease caused by Alport syndrome, with the remainder of the stock options vesting one-twelfth on each three-month anniversary date of the first vesting, and (2) the remaining 50% of the performance-based stock options wouldwill vest 25% on the date the Company publicly announces that a statistically significant improvement in retained benefit has been observed after 52 weeks inFDA grants market approval for the CARDINAL Phase 3 clinical trial, butsale of omaveloxolone for the vesting shall occur only if the public announcement is made after the Board concludes that the overall safety and efficacy resultstreatment of such clinical trial warrant the filing of a new drug applicationpatients with the FDA,Friedreich’s ataxia, with the remainder of the stock options vesting one-twelfth on each three-month

anniversary date of the first vesting. In all cases the performance standards hadhave to be met on or before June 30, 2020,by a certain date, to prevent forfeiture of the performance-based stock options.

The performance standard was met on October 14, 2019 with respect to the MOXIe trial and on November 11, 2019 with respect to the CARDINAL trial.  Accordingly,exercise price of all of the performance-based stock options granted in 2019 have begun vesting.

With respectawarded to the performance-based equity awards to Mr. Soni, the stock options and restricted stock units vest based upon the achievement of pre-established targets for gross product sales revenue over the ten-year performance period for such awards.  One-half of Mr. Soni’s performance-based restricted stock units and one-half of his performance-based stock options will vest on the day (if prior to the 10-year expiration date of the award) that a Form 10-K or Form 10-Q, as applicable,named executive officers in 2020 is filed reflecting that, in the immediately preceding calendar quarter and any prior periods, cumulatively, the Company booked $100 million or more of gross product sales revenue, including royalty revenue based on product sales.  The remaining one-half of Mr. Soni’s performance-based restricted stock units and remaining one-half of his performance-based stock options will vest on the day (if prior to the 10-year expiration date of the award) that a Form 10-K or Form 10-Q, as applicable, is filed reflecting that, in the immediately preceding calendar quarter and any prior periods, cumulatively, the Company booked $200 million or more of gross product sales revenue, including royalty revenue based on product sales.

$207.20 per share. The values of the equity grants awarded to executive officers for 2019,2020, as well as all compensation actions taken with respect to the named executive officers in 2019,2020, are reflected in the Summary Compensation Table.

Compensation Changes for 20202021

Peer Group

The compensation committee reviews our list of peer companies annually to determine if revisions are needed to reflect changes in our development status, market capitalization, changes in individual peer companies and other factors. The compensation committee engaged Radford to assist in reviewing our 20182019 peer group and in suggesting revisions, as appropriate. The changes inSee our 2019 peer group from our 2018 peer group set forth above under “Defining and Comparing Compensation to Market Data” were based principally on the increase in our market capitalization..

Our 20192020 peer group, thatwhich was used to evaluate compensationexecutive salaries, target bonuses and equity grants for 20202021 as well as 20192020 cash bonuses paid in March 2021, was selected by the compensation committee based on Radford’s recommendation in June 2019September 2020 and is comprised of the following 18 publicly-traded21 publicly traded companies in the pharmaceutical and biotechnology industries:industries, which recommendation was based on their stage of development and commercialization, market capitalization, and employee headcount:

We believe that the compensation practices of our 20192020 peer group provided us with appropriate compensation benchmarks for evaluating the salaries, target cash bonus percentages and equity grants our named executive officers for 20202021 as well as 20192020 cash bonuses. The changes in the peer group from 2019 to 2020 were made to remove peer group companies that were acquired or to reflect our larger market capitalization and employee base.

Base Salaries

For 2020,2021, there were no increases in base salaries for our named executive officers were approximately 3% annualized for Mr. Soni and Mr. Wilson and capped at a 10% annual increase for the other named executive officers.  as part of our efforts to manage costs.

Annual Target Bonuses

For 2020,2021, the compensation committee determined to increase the targets for 20202021 bonuses to 65%50% for our Chief Executive OfficerMr. Soni and to 45% for all other executive officersDr. Meyer to align the bonus opportunity more closely with the 50^th percentile of the 20192020 peer group. Target bonuses for all other named executive officers remained unchanged from 2020 levels.

Equity Compensation

Beginning with the annual equity grants made to all existing employees, including named executive officers, at the beginning of 2021, we added restricted stock units to the annual grant along with the traditional grant of time-based stock options. The restricted stock units are performance-based and do not begin vesting unless a performance target is met within a specified timeframe. Generally, one performance-based restricted stock unit was awarded in lieu of two time-based stock options that would have otherwise been awarded. However, with respect to our Chief Executive Officer, the number of restricted stock units that was awarded was adjusted so that the performance-based restricted stock units constituted greater than 50% of the value of the entire equity award. We have begun this approach to reduce the number of awards under the LTIP, to retain highly qualified personnel in a competitive market and to continue to assure that the annual equity grants to all employees, including our named executive officers, do not deliver any value unless the Company’s stock price increases to the benefit of all stockholders.

Equity Compensation

The compensation committee reducedgranted approximately the same number of time-based stock options grantedin 2021 to each named executive officer as was granted in 2020, fromexcept that the number of such options granted to Ms. Bir and Mr. Wortley were reduced by approximately one-third in 2021. In 2021, the compensation committee granted performance-based restricted stock units to the named executive officers rather than the performance-based stock options that were granted in 2019 by approximately 30%.2020. The following numbernumbers of time-based stock options were granted on January 2, 2020:4, 2021: Mr. Huff, 160,000;44,600; Mr. Soni, 50,000; Mr. Wilson, 30,000;24,000; Ms. Bir, 48,000;16,500; Dr. Meyer, 50,000;24,000; and Mr. Wortley, 48,000. With respect to16,500. The stock options vest quarterly over four years. The following numbers of performance-based restricted stock units were granted on January 4, 2021; Mr. Huff, 120,000 of the stock options are performance-based,35,000; Mr. Soni, 12,000; Ms. Bir, 8,250; Dr. Meyer, 12,000; and with respect to the other executive officers, 50% of the stock options are performance-based.Mr. Wortley, 8,250. With respect to one-half of the performance-based restricted stock options,units, 25% of the optionsrestricted stock units vest on FDA approvalthe date that the compensation committee makes a determination that there has previously been a commercial sale of omaveloxolone for the treatment of Friedreich’s ataxia,any product by Reata, and, with respect to the remaining 50%other one-half of the performance-based restricted stock options,units, 25% of the optionsrestricted stock units vest on FDA approvalthe date that the compensation committee determines that the results of bardoxolone methyl for the treatmenta phase 2 clinical trial of chronic kidney disease caused by Alport syndrome.RTA 901 are sufficient to merit proceeding with a phase 3 clinical trial of RTA 901. The remaining unvested performance-based optionsrestricted stock units in each case vest quarterly over the next three years thereafter. In all cases, the performance standards must be met within a certain time frame.  The stock options that are not performance-based vest quarterly over four years.

Employment Agreements

We have written employment agreements with each of our executive officers. The agreements are described under “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards-Employment Arrangements with Our Named Executive Officers” and “Potential Payments Upon Termination or Change in Control.” The agreements with our executive officers provide for at-will employment. Each agreement sets forth the compensation and other benefits that an executive officer is entitled to receive during employment and the severance and other benefits that an executive officer is entitled to receive in various severance scenarios and upon a change in control. We believe these employment agreements (i) help us attract highly-qualified executive officers, (ii) help us retain these key employees and (iii) help us maintain the focus of an executive officer on our business and mitigate the distractions caused by the possibility that we may be a target of an acquisition. Also, agreeing upon severance benefits in advance helps minimize potential disputes on termination of employment.

Employee Benefit Program

Executive officers are eligible to participate in all of our employee benefit plans, including medical, dental, vision, group life, disability and accidental death and dismemberment insurance. In each case, participation is on the same basis as other employees, subject to applicable law, except that the executive officers have additional company-paid disability insurance and are entitled to an annual Company-paid health exam. We also provide vacation and other paid holidays to all employees, including executive officers, all of which we believe to be comparable to those benefits provided at peer companies. These benefit programs are designed to enable us to attract and retain our workforce in a competitive marketplace. Reliable and competitive health, welfare and vacation benefits ensure that we have a productive and focused workforce.

The retirement savings plan for which our named executive officers are eligible is a tax-qualified retirement savings plan, or 401(k) Plan, pursuant to which the named executive officers can contribute certain amounts of their annual compensation, subject to limits prescribed by the Internal Revenue Service.  This plan was adopted in 2019. We make matching contributions of up to 50% of the first 8% of eligible compensation contributed to the plan, with a maximum annual contribution by the Company of $3,500.$5,000. The value of this matching benefit for each of our named executive officers is reflected in the “All Other Compensation” column of the Summary Compensation Table. All of our employees are eligible to participate in the 401(k) Plan on the same terms as the named executive officers.

Indemnification Agreements

Our amended and restated certificate of incorporation contains provisions limiting the liability of directors and our amended and restated certificate of incorporation and our second amended and restated bylaws provide that we will indemnify each of our directors and officers to the fullest extent permitted under Delaware law. Our amended and restated certificate of incorporation and second amended and restated bylaws also provide our Board with discretion to indemnify our employees and other agents when determined appropriate by our Board. In addition, we have entered into an indemnification agreement with each of our named executive officers NEOs and directors.

Tax and Accounting Considerations

In making compensation decisions affecting our executive officers, the compensation committee considers our ability to deduct under applicable federal corporate income tax law compensation payments made to executives.  Specifically, the compensation committee considers the requirements and impact of Section 162(m) of the Internal Revenue Code, or Code, which limits the tax deductibility to us of compensation in excess of $1.0 million in any year for certain executive officers.  For tax years beginning prior to December 31, 2017, there was an exception to this deduction limitation for qualified “performance-based compensation” as defined under the Section 162(m) rules then in effect.  Beginning with 2018, this exception was repealed and the list of executive officers covered by Section 162(m) has been expanded.  The compensation committee considers the Section 162(m) rules as a factor in determining compensation but does not limit compensation to amounts deductible under Section 162(m).

Under the Accounting Standards Codification, or ASC, Topic 718, we are required to estimate and record an expense at the measurement date for each award of equity compensation over the vesting period of the award. Accounting rules also require us to record cash compensation as an expense at the time the obligation is incurred.

Allocation of Compensation

There is no pre-established policy or target percentage for the allocation of compensation, although a majority of an executive’s compensation will be equity awards, assuming performance standards are met.and a majority of the value of an equity grant to our Chief Executive Officer will be performance-based equity. The factors described above, as well as the overall compensation philosophy, are reviewed to determine the appropriate level and mix of compensation. In 2019,2020, the largest portion of compensation to each of our named executive officers was in the form of equity compensation.

Risk Management and Mitigation

In reviewing the compensation structure in 2019,2020, the compensation committee also considered how our compensation policies may affect our risk profile and how compensation policies may be used to mitigate risks facing us. More specifically, the compensation committee considered the general design philosophy of our policies for employees whose conduct would be most affected by incentives established by compensation policies. In considering these issues, the compensation committee believes that the use of performance-based long-term equity awards did not appear to create undue risks for us or encourage excessive risk-taking behavior on the part of employees. Both time- and performance-based equity awards vest over several years, meaning that long-term value creation, contrasted with short-term gain, presents the best opportunity for employees to profit from these awards.

With respect to bonus awards, the amount of an individual’s award depends principally on our overall corporate performance, which reduces the ability and incentive for an individual to take undue risks in an effort to increase the amount of his or her bonus award for a particular year. For 2019,2020, our corporate goals were reviewed and approved by the compensation committee in late 2018 and are considered to be generally of the nature that would not encourage or reward excessive risk taking. Additionally, the compensation committee monitors our corporate performance throughout the year and has the ability to intervene in instances where our actions vis-à-vis our performance goal attainment would be considered unduly risky, so that the compensation committee may act to prevent or penalize such actions.

With respectAs a result, we do not believe that our compensation policies and practices for our employees are reasonably likely to equity awards, these awards vest over several years, meaning that long-term value creation, contrasted with short-term gain, presents the best opportunity for employees to profit from these awards.have a material adverse effect on us.

Compensation Committee Report

The compensation committee has reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K. Based on this review and discussion, the compensation committee recommended to the Board that the foregoing Compensation Discussion and Analysis be included in this proxy statement and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019.2020.

Submitted by the compensation committee of the Board of Directors on April 14, 2021

Jack B. Nielsen, Chairman

James E. BassMartin W. Edwards, M.D.

R. Kent McGaughy, Jr.

William D. McClellan, Jr.

William E. Rose

Summary Compensation Table

The following table sets forth the compensation earned by our Chief Executive Officer, each of the two executives who were our Chief Financial Officers during 2019Officer and our next three highest-paid executive officers, for each year that they were deemed to be named executive officers.

Grants of Plan-Based Awards

The following table sets forth certain information regarding grants of plan-based awards to the named executive officers during 2019.2020.