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, 20207, 2023

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, thisThis year’s Annual Meeting will be held in a virtual-meetingvirtual-meeting format only via live webcast on June 10, 2020,7, 2023, 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, 2020,12, 2023, 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 twothree 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 twothree 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, 2020.2023. 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 20192022 annual report to stockholders online, with paper copies available free of charge upon request. On or about April 29, 2020,28, 2023, 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. 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

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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

20202023 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 10, 20207, 2023

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 20202023 Annual Meeting of Stockholders, or Annual Meeting, to be held via live webcast on June 10, 2020,7, 2023, 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 20192022 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, 2020,28, 2023, 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, 2020,12, 2023, 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, 28,166,71233,017,793 shares of Class A common stock were issued and outstanding (constituting 28,166,71233,017,793 votes), and 5,070,2114,515,316 shares of Class B common stock were issued and outstanding (constituting 15,210,63313,545,948 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 21,688,67323,281,871 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, which is the only “routine” proposal at the Annual Meeting, 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 meetingAnnual 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 meetingAnnual 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. 43 — 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 meetingAnnual 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 20202023 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, 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 7, 2023, 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 decisionwe decide to hold a virtualan in-person Annual Meeting?

We intend to hold the Annual Meeting virtually. However, in the event it is possible or advisablewe determine 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 – ELECTIONELECTION 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 II directors (whose terms expire at the Annual Meeting) are James E. Bass andMartin W. Edwards, M.D., R. Kent McGaughy, Jr. and Christy J. Oliger. The Class III directors (whose terms expire at the 20212024 annual meeting) are William D. McClellan, Jr. and William E. Rose. The Class I directors (whose terms expire at the 20222025 annual meeting) are J. Warren Huff, Shamim Ruff and Jack B. Nielsen.  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 at the Annual Meeting.Steven W. Ryder, M.D. The Class II directors elected at the Annual Meeting will hold office until the 20232026 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 James E. Bass andMartin W. Edwards, M.D., R. Kent McGaughy, Jr. and Christy J. Oliger for election as Class II directors at the Annual Meeting. Mr. Bass and Mr. McGaughyAll three nominees 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.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. BassMartin W. Edwards, M.D., R. Kent McGaughy, Jr. and Mr. McGaughyChristy J. Oliger for election as Class II 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 secondthird amended and restated bylaws and within the time periods set forth under the caption “Stockholder Proposals.Proposals and Director Nominations.”

Pursuant to our corporate governance guidelines, the Company endeavorswe endeavor 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 iswe are 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.

The following matrix sets forth diversity statistics regarding the members of our Board.

Nominees and Incumbent Directors

The nominating and corporate governance committee has recommended, and the Board has nominated, Mr. Bass andDr. Edwards, Mr. McGaughy and Ms. Oliger to be elected as Class II directors at the Annual Meeting. The following table sets forth the following information for Mr. Bass andDr. Edwards, Mr. McGaughy and Ms. Oliger 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 II Directors Nominated for Election

The following twothree people have been nominated by the Board to be elected as Class II directors at the 20202023 Annual Meeting.

James E. BassMartin W. Edwards, M.D. has served as a member of the Board since July 2004.  For the past five years, Mr. Bass has been managing family assetsAugust 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 investmentsmost recently as a part-time Senior Partner. Earlier in his primary business activity.  Mr. Bass iscareer, 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 Snowbird Holdings, LLCdirectors of public biotech companies Kalvista Pharmaceuticals, Inc., Verona Pharma plc, Inozyme Pharma, Inc. and Trinity Summits, LLC.  Mr. Bass graduatedMorphic 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 B.A.Fellow of the Faculty of Pharmaceutical Medicine, and holds an M.B.A. from Yalethe University and obtained his J.D. from Stanford University.of Warwick. Our Board believes that Mr. BassDr. Edwards is qualified to serve on our Board due to his extensive experience investing and extensive service onknowledge in the boards of directors and boards of managers of other enterprises.biotechnology sector.

R. Kent McGaughy, Jr.has served as a member of the Board since December 2004.  Mr. McGaughy has been a partner ofin CPMG, Inc. since 2006.2005.  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. and InstilBio, Inc., aboth publicly traded company, andcompanies, 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 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.

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., Lava Therapeutics N.V. and Replimune Group Inc., each of which is a publicly traded pharmaceutical company. Ms. Oliger previously served as a member of the board of directors of Sierra Oncology, Inc., previously a publicly traded 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.

Class III Directors Continuing in Office Until 2021until 2024

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 onpreviously served as a member of the board of directors of Apollo Endosurgery, Inc., a publicly traded company and chairsprior to its audit committee.  Mr. McClellan received a B.B.A. in accounting from Abilene Christian University and is a certified public accountant.acquisition. 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 2022until 2025

J. Warren Huff is the Chairman and Chief Executive Officer and President of Reata. He has served as our sole CEO, PresidentChief Executive Officer and as Chairman of the Board since our founding in 2002.2002, and as our President until February 2022. 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. Nielsen Shamim Ruffhas served as a member of the Board since June 2006.  Mr. NielsenApril 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 increasingly 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 Managing DirectorChartered Chemist and Member of Vivo Capital, LLC, a healthcare focused investment firm.  Priorthe Royal Society of Chemistry. Our Board believes Ms. Ruff is qualified to March 1, 2017, Mr. Nielsen worked within the Novo A/S organization and its venture activities since 2001 in several roles, most recently being employed as a Senior Partner based in Copenhagen, Denmark.  From 2006serve on our Board due to 2012, Mr. Nielsen was employed as a Partnerher extensive regulatory experience 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, biopharmaceutical companies.

Steven W. Ryder, M.D. 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 currentlyas a member of the boardBoard since July 2022. Dr. Ryder brings over 35 years of directorsexperience in the biopharmaceutical industry, serving in various development roles globally. Dr. Ryder has served as the Chief Medical Officer of Rallybio Corporation since January 2019. Previously, Dr. Ryder served as Chief Development Officer at Alexion Pharmaceuticals, Inc. from July 2013 to December 2018. From April 2008 to April 2013, Dr. Ryder served as President of Astellas Pharma Global Development, Inc. Prior to joining Astellas, Dr. Ryder worked at Pfizer Inc. for 21 years where he held positions of increasing responsibility, including head of worldwide clinical development. He is the past-President of the American Society of Clinical Pharmacology and Therapeutics, has held leadership positions in the Health Section Governing Board, Regulatory Executive Committee, and Board of BIO, and the Science and Regulatory section of the Pharmaceutical Research and Manufacturers of America (“PhRMA”), is a numbermember of private companies.  Mr. Nielsen received a M.Sc. in Chemical Engineeringthe Clinical Pharmacology Advisory Board of the PhRMA Foundation, and is an active member of several editorial boards. Dr. Ryder has served as the industry representative on the U.S. Food and Drug Administration’s Metabolic/Endocrine Drugs Advisory Committee.  Dr. Ryder earned an M.D. from the Technical UniversityIcahn School of Denmark and a Masters in Management of Technology from Center for Technology, Economics and Management, Technical University of Denmark.Medicine at Mount Sinai. Our Board believes that Mr. NielsenDr. Ryder is qualified to serve on our Board due to his extensive industrydrug development experience his experience with venture capital investments and his board service for several companies in the biotechnology sector.at biopharmaceutical companies.

Vote Required

The nominees who receive the greatest number of affirmative votes will be elected as Class II 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 TWOTHREE 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. This proposal gives our stockholders the opportunity to express their views on the Company’s executive compensation and is commonly referred to as a “say-on-pay” proposal.

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 20202023 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 meetingAnnual 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, 20202023 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, 2019,2022, 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, 2019,2022, 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, 20192022 and 2018.2021.

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 meetingAnnual 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, 2020.2023.

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, NielsenRose and RoseRyder 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 or her 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, McClellan Nielsen and Rose and Mses. Oliger and Ruff, who comprise our audit committee, Messrs. Bass,Edwards, McClellan, McGaughy Nielsen and Rose, who comprise our compensation committee, and Messrs. Bass, McClellan, McGaughyEdwards, Rose and Nielsen,Ryder and Mses. Oliger and Ruff, who comprise our nominating and corporate governance committee, satisfysatisfies the independence standards for those committees established by applicable rules and regulations of the SEC and the listing requirements of Nasdaq. Jack B. Nielsen served as a director and as a member of our compensation committee and nominating and corporate governance committee until his resignation from our Board and all of the committees thereof in June 2022. The Board determined that Mr. Nielsen was independent in accordance with the standards set forth above during the time he served on the 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. Our policy prohibits retaliation against employees who report suspected misconduct in good faith.  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 officersofficer or directors.director. 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 secondthird 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 DIRECTORSDIRECTORS AND COMMITTEES

During the year ended December 31, 2019,2022, our Board met sevenfour 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 or she was a member in our last fiscal year.year (or, in the case of Dr. Ryder, at least 75% of the meetings that were held during the period for which he was a director in 2022).  The Board encourages all directors to attend the annual meeting of stockholders, if practicable. All of our directors attended the Company’s 20192022 annual meeting of stockholders. The Board has a standing audit committee, compensation committee, and nominating and corporate governance committee, regulatory development committee and commercial and medical affairs committee. All members of each 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 secondthird 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. NielsenMcGaughy currently serves as the lead independent director of the Board. In addition, in his role as lead independent director, Mr. NielsenMcGaughy presides over the independent director sessions of the Board in which Mr. Huff, as our Chief Executive Officer, does not participate, and Mr. NielsenMcGaughy serves as a liaison to management on behalf of the non-employee members of the Board. Mr. Nielsen served as the lead independent director until his retirement from the Board in June 2022.

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 developreview and implementoversee business strategies.strategies developed by management.

Mr. Nielsen, asOur 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. Our Chief Operating Officer leads the effort to periodically assess the risks faced by each department of the Company and prepare a report to the Board with respect to those risks and any plans for mitigating steps.  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, a regulatory development committee and a commercial and medical affairs 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, William D. McClellan, Jr., Jack B. Nielsen andChristy J. Oliger, William E. Rose.Rose and Shamim Ruff. Our Board has determined that Messrs. Bass, McClellan Nielsen and Rose and Mses. Oliger and Ruff are 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:

A current copy of the audit committee charter is available under “Investors > ESG > Governance > Documents & Charters” on our website at www.reatapharma.com. The audit committee met nineeight times in the year ended December 31, 2019.2022.

Compensation Committee

Our compensation committee consists of James E. Bass,Martin W. Edwards, M.D., William D. McClellan, Jr., R. Kent McGaughy, Jr., Jack B. Nielsen and William E. Rose. Our Board has determined that Messrs. Bass,Edwards, McClellan, McGaughy Nielsen and Rose are independent, and that, during his service on the compensation committee, Mr. Nielsen was independent, under Nasdaq listing standards. The chair of our compensation committee is Mr. Nielsen.  McGaughy.

The functions of the compensation committee include:

Meetings of the compensation committee may, at the discretion of the compensation committee, include other directors, members of the Company’s management, independent consultants or advisors or such other persons as the compensation committee or its chairperson may determine. The compensation committee may also exclude from its

meetings any person it deems appropriate, other than members of the compensation committee. The compensation committee charter provides that the compensation committee will review and approve, or recommend that our Board approve, the compensation of our Chief Executive Officer and all other executive officers of the Company and that the compensation committee will review and recommend to our Board the compensation of our non-employee directors. This authority cannot be delegated. Mr. Huff, our Chief Executive Officer, recommends to the compensation committee the amount and form of each component of each executive’s compensation, including his own compensation, but does not make any recommendation with respect to director compensation. A subcommittee of the compensation committee approves equity awards to our officers who are subject to Section 16(b) of the Exchange Act.

The compensation committee delegates to our Chief Executive Officer, Chief Operating Officer and our Chief Financial Officer the authority to set salaries for the following year for all of our employees who are not executive officers, including newly hired employees, grant year-endannual cash bonuses to our employees other than our executive officers up to a specified bonus pool amount, grant stock options in December or Januaryand restricted stock units annually to our employees who are not subject to Section 16(b) of the Exchange Act up to a specified option pool amount and restricted stock units pool amount, grant stock options and restricted stock units to newly-hired employees who are not subject to Section 16(b) of the Exchange Act up to a specified option pool amount and restricted stock unit pool amount, grant additional restricted stock units to newly-hired or existing employees who are not subject to Section 16(b) of the Exchange Act up to a specified pool amount, and pay cash sign-on bonuses to newly-hired employees or cash bonuses for retention of existing employees, in each case other than executive officers.

The compensation committee has the authority to retain professional advisors, including special legal counsel or compensation consultants, to advise the compensation committee, all on such terms as the compensation committee deems necessary and advisable. Beginning inIn 2016 through 2020, the compensation committee engaged the Radford, divisiona business of Aon Consulting,Rewards Solutions, or Radford, as the compensation committee’s compensation consultant. In 2021 and 2022, the compensation committee engaged Frederic W. Cook & Co., Inc., or Radford,FW Cook, as the compensation committee’s compensation consultant. Each year, the compensation committee has instructed Radfordthe applicable compensation consultant to develop a peer group of companies in order to assess the competitiveness of our executive salary, bonus and equity compensation programs and our non-employee director compensation program, to present such data to our compensation committee and to make recommendations to the compensation committee regarding executive officer and non-employee director compensation. RadfordThe compensation consultant reports exclusively to the compensation committee and does not provide any services to us other than services to the compensation committee. In selecting Radford and FW Cook as its independent compensation consultant, the compensation committee assessed the independence of Radford and FW Cook pursuant to SEC and Nasdaq rules. The compensation committee has concluded that Radford isand FW Cook are independent, and that we do not have any conflicts of interest with Radford.  Our compensation committee has retained Radford to provide similar information and advice in 2020 for consideration in establishing overall compensation for our executive officers and non-employee directors.or FW Cook.

A current copy of the compensation committee charter is available under “Investors > ESG > Governance > Documents & Charters” on our website at www.reatapharma.com. The compensation committee met fiveseven times in the year ended December 31, 2019.2022.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee consists of JamesMartin W. Edwards, M.D., Christy J. Oliger, William E. Bass, William D. McClellan, Jr., R. Kent McGaughy, Jr.Rose, Shamim Ruff and Jack B. Nielsen.Steven W. Ryder, M.D. Our Board has determined that Messrs. Bass, McClellan, McGaughy,Edwards, Rose and Ryder and Mses. Oliger and Ruff are independent, and that, during his service on the nominating and corporate governance committee, Mr. Nielsen arewas independent, under the current rules and regulations of the SEC and Nasdaq. The chair of our nominating and corporate governance committee is Mr. Nielsen.  Rose.

The functions of the nominating and corporate governance committee include:

A current copy of the nominating and corporate governance committee charter is available under “Investors > ESG > Governance > Documents & Charters” on our website at www.reatapharma.com. The nominating and corporate governance committee met five times in the year ended December 31, 2022.

Regulatory Development Committee

Our regulatory development committee consists of Martin W. Edwards, M.D., R. Kent McGaughy, Jr., Shamim Ruff and Steven W. Ryder, M.D. The chair of the regulatory development committee is Ms. Ruff. The functions of the regulatory development committee include:

A current copy of the regulatory development committee charter is available under “Investors > ESG > Governance > Documents & Charters” on our website at www.reatapharma.com. The regulatory development committee met four times in the year ended December 31, 2019.2022.

Commercial and Medical Affairs Committee

Our commercial and medical affairs committee consists of William D. McClellan, Jr., R. Kent McGaughy, Jr. and Christy Oliger. The chair of the commercial and medical affairs committee is Ms. Oliger. The functions of the commercial and medical affairs committee include:

A current copy of the commercial and medical affairs committee charter is available under “Investors > ESG > Governance > Documents & Charters” on our website at www.reatapharma.com. The commercial and medical affairs committee met three times in the year ended December 31, 2022.

Compensation Committee Interlocks and Insider Participation

None of the members of our compensation committee has at any time during the prior three years been one of our officers or employees. None of our executive officers currently serves, or in the past fiscal year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our Board or compensation committee. For a description of transactions between us and members of our compensation committee and affiliates of such members, please see “Certain Relationships and Related-Party Transactions.”Transactions”.

EXECUTIVEEXECUTIVE OFFICERS

Our current executive officers and their respective ages and positions as of the Record Date are set forth in the following table. Biographical information regarding each executive officer (other than Mr. Huff) is set forth following the table. Biographical information for Mr. Huff is set forth above under “Proposal No. 1—Election of Directors.”

Manmeet S. Soni is Reata’s President, Chief Operating Officer and Chief Financial Officer and oversees manufacturing, quality assurance, global alliances, program management, business development, corporate strategy, finance, accounting, treasury, tax, corporate communications, investor relations and information technology.  He joined Reata in August 2019.2019 as Chief Financial Officer, Executive Vice President, and assumed the additional role of Chief Operating Officer in June 2020. In February 2022, Mr. Soni was promoted to President. Prior to joining Reata, Mr. Soni served as Senior Vice President and Chief Financial Officer of Alnylam Pharmaceuticals, Inc. from May 2017 until August 2019.  From March 2016 to February 2017, Mr. Soni served as the Executive Vice President, Chief Financial Officer and Treasurer of ARIAD Pharmaceuticals, Inc., a publicly held biopharmaceutical company, when ARIAD was acquired by Takeda Pharmaceutical Company Limited.  Mr. Soni continued as an employee of ARIAD through May 2017.  Previously, Mr. Soni served as Chief Financial Officer and Treasurer of Pharmacyclics, Inc., a publicly held biopharmaceutical company, until its acquisition by AbbVie in 2015.  Prior to joining Pharmacyclics, Mr. Soni worked at ZELTIQ Aesthetics Inc., a publicly held medical technology company, as corporate controller.  Prior to ZELTIQ, Mr. Soni worked at PricewaterhouseCoopers in their Life Science and Venture Capital Group.  Mr. Soni currently serves as a member of the board of directors of Pulse Biosciences, Inc. and Summit Therapeutics Inc., and previously served as a member of the board of directors of Arena Pharmaceuticals, Inc. and Summit Therapeutics plc,, each of which is a publicly traded company.  Mr. Soni graduated from Hansraj College at Delhi University in India.  He is a CPA (certified public accountant) and Chartered Accountant from the Institute of Chartered Accountants of India.

Jason D. Wilson is Reata’s Executive Vice President, Operations and oversees program and clinical operations, manufacturing, human resources, bioinformatics, quality and global alliances.  Until August 2019, Mr. Wilson was Reata’s Chief Financial Officer and Executive VP, Strategy.  He joined Reata in 2006.  Prior to joining Reata, he held positions as Vice President, Finance & Corporate Controller at Caris Diagnostics and as a Senior Manager in the health-sciences group at Ernst & Young LLP.  He served on the board of directors of CytoSen Therapeutics, a private company, until its sale to Kiadis Pharmaceuticals.  Mr. Wilson holds a B.B.A. in Accounting from Henderson University and an M.B.A. from University of Central Arkansas.

Dawn C. Bir joined Reata as Chief Commercial Officer in September 2016 to develop and oversee marketing, market access, sales, training and commercial operations. Prior to joining Reata, Ms. Bir most recently served as Vice President of Sales with Pharmacyclics, LLC. From February 2013 to September 2016, she built and led their first hematology national sales organization of sales representatives, division managers and regional sales directors responsible for the launch of IMBRUVICA® in the United States and Puerto Rico. From October 2011 to February 2013, Ms. Bir served as Vice President Sales & Marketing with McKesson US Pharmaceutical, SKY Pharmaceuticals and RxPak. Prior thereto, she held positions of increasing responsibility within McKesson Corporation, Genentech, Inc. and Bristol-Myers Squibb Company. She currently serves onas a member of the board of directors of Geron Corporation, a publicly traded clinical stageclinical-stage pharmaceutical company. Ms. Bir holds a B.S. in Biology from Binghamton University.

Samina Khan, M.D. joined Reata as Chief Medical Officer in July 2020.  Prior to joining Reata, she served as Clinical Development Team Lead at Mitsubishi Tanabe Pharma America, Inc. from May 2017 to July 2020.  From March 2015 to April 2017, Dr. Khan served as Vice President, Clinical Development at Quark Pharmaceuticals, Inc. In her roles at Mitsubishi Tanabe and Quark, Dr. Khan was responsible for clinical science and clinical development. She led large cross functional teams for multiple molecules in her previous positions at Mitsubishi Tanabe and Quark.  Prior to March 2015, Dr. Khan served in leadership positions at Abbott Laboratories and AbbVie Inc.  Dr. Khan attended Fatima Jinnah Medical University. She completed her residency and fellowship at Tufts Medical Center program and served as an Assistant Professor of Medicine at Tufts University School of

Medicine.  She also received post-graduate training in rheumatology and immunology.  Dr. Khan received an M.P.H. from Harvard Medical School of Public Health and an M.B.A. from Brandeis University.

Andrea L. Loewen joined Reata in February 2020 and serves as the Senior Vice President, Global Regulatory Affairs.  She has more than 30 years of regulatory experience in drug development and commercial life cycle management primarily working in neurology, oncology, metabolic, renal and rare diseases.  Prior to joining Reata, Ms. Loewen served as Vice President, Global Regulatory Affairs and Quality at Retrophin (now Travere Therapeutics) from 2017 to 2020.  In this role she helped to develop multiple late-stage rare disease programs, including negotiating several phase 3 studies with global health authorities in renal and neurology indications, and managed global life cycle management and label expansion for several marketed drugs.  Prior to this, Ms. Loewen served as Vice President, Regulatory Affairs and Quality at Vital Therapies from 2013 to 2017.  Ms. Loewen started her career at Baxter Healthcare and has held increasingly senior management roles in regulatory affairs, including a 10-year tenure at Biogen and serving as Head of Global Regulatory Affairs at Shire Pharmaceuticals.  Ms. Loewen earned a bachelor’s degree in Biology from Gustavus Adolphus College and a master’s degree from Pepperdine University.

Colin J. Meyer, M.D. joined Reata as one of our first employees in 2003, and is Reata’sserved as Chief Medical Officer.Officer until July 2020 and was appointed Chief Research and Development Officer in July 2020.  Beginning in February 2022, his title was changed to Chief Innovation Officer to reflect his focus on providing strategic input on our portfolio of potential products, including indication expansion of our clinical programs, early-stage development and identifying new technology platforms, as well as supporting our regulatory submissions. Dr. Meyer received a B.S. in chemistry with specialization in biochemistry and a B.A. in biology from the University of Virginia.  He received an M.D. from the University of Texas Southwestern Medical School and an M.B.A. from Southern Methodist University Cox School of Business.

Michael D. Wortley joined Reata as Chief Legal Officer in April 2015. Prior to joining Reata, Mr. Wortley was an attorney at Vinson & Elkins L.L.P. from 1995 to March 2015, serving in various capacities, including Chief Operating Partner of the firm and Managing Partner of the Dallas office, and, prior to 1995, at Johnson & Wortley, P.C., serving as Chairman of the Board and President. He currently serves on the board of directors of Pioneer Natural Resources Company, a publicly traded company.  Mr. Wortley earned a B.A. in Political Science from Southern Methodist University, a Master’smaster’s degree in Regional Planning from the University of North Carolina at Chapel Hill and a J.D. from Southern Methodist University Dedman School of Law.

EXECUTIVE COMPENSATIONCOMPENSATION

Compensation Discussion and Analysis

The following compensation discussion and analysis describes the material elements of compensation earned in 20192022 by each of the executive officers identified below in the Summary Compensation Table, who are referred to collectively as our “named executive officers.” Our named executive officers with respect to the year that ended on December 31, 20192022 are:

These persons constitute our principal executive officer, our two principal financial officers during 2019officer and our three other most highly paid executive officers serving during 2019.2022.

Company Performance

In 2022, we made significant progress in seeking marketing approval of our drug omaveloxolone for the treatment of a rare neurological disease, Friedreich’s ataxia, or FA, both in the United States and in Europe.

In the United States, we completed the submission of a new drug application, or NDA, with the United States Food and Drug Administration, or FDA, in March 2022 seeking marketing approval of omaveloxolone for the treatment of patients with FA. During the summer of 2022, we submitted additional materials to the FDA as further support of the safety and efficacy of omaveloxolone in patients with FA. Based on these submissions, the FDA granted marketing approval of omaveloxolone (SKYCLARYS) for the treatment of patients with FA on February 28, 2023.

In November 2022, we submitted a marketing authorization application, or MAA, to the European Medicines Agency, or EMA, seeking approval to market omaveloxolone in the European Union for the treatment of patients with FA. The MAA was validated by the EMA in December 2022 and the review process is underway.

In anticipation of an approval by the FDA of the omaveloxolone NDA, we made great strides in the second half of 2022 preparing for the commercial launch of omaveloxolone in the first half of 2023. These concentrated activities took place across all departments of the Company.

We substantially completed the protocol for a Phase 2 clinical trial of our drug RTA 901 (cemdomespib) in the treatment of patients with diabetic peripheral neuropathic pain. We expect to enroll the first patient in the trial in the third quarter of 2023.

The price of our common stock increased from $26.37 per share on December 31, 2021 to $37.99 per share on December 30, 2022, constituting a 31% increase in price.  Additionally, the closing price of our common stock on March 1, 2023, the day after SKYCLARYS was approved by the FDA, was $93.17, constituting a 145% increase in price from December 30, 2022.

As expected, in February 2022, we received a complete response letter, or CRL, from the FDA denying the approval of bardoxolone methyl, or bardoxolone, for the treatment of patients with chronic kidney disease, or CKD, caused by Alport syndrome. The CRL followed a no vote by the FDA’s Cardiovascular and Drug Advisory Committee in December 2021 on the question of whether bardoxolone is effective in slowing the progression of CKD caused by Alport syndrome. The FDA has stated that bardoxolone is not approvable without positive results from another clinical trial of bardoxolone in patients with CKD caused by Alport syndrome. We continue to assess next steps in our bardoxolone program.

Executive Compensation Highlights

Our compensation program underpins our strategy of delivering sustainable, long-term growth through continued innovation and other steps to enhance stockholder value. Although our compensation philosophy encourages our employees to operate for the long-term, major current events do impact our named executive officers’ compensation, and the decisions related to our named executive officers’ base salaries, bonus payouts and equity grants reflect the challenges we faced during 2021 and 2022 with bardoxolone and the success we have had with SKYCLARYS:

Stockholder Engagement

In evaluating our executive compensation program, the compensation committee considers a number of factors, as discussed in this Compensation and Analysis section, including feedback we receive from our stockholders about our executive compensation program. At our 2022 annual meeting, our say-on-pay proposal received support from 70.1% of the votes cast by our stockholders on the matter. While this vote was a non-binding advisory vote, our compensation committee believes that our stockholders, through this advisory vote, generally endorsed our compensation philosophy and principles.

We remain committed to engagement with our stockholders to ensure that we continue to understand stockholder feedback about our compensation program and other key matters of interest to them, and to enable us to take feedback into consideration for our compensation decisions.

Our stockholders have the opportunity annually to cast a non-binding advisory vote in connection with compensation for our named executive officers. Consistent with the recommendation of our Board and the preferences of our stockholders as reflected in the non-binding advisory vote on the frequency of future “say-on-pay” votes conducted at our 2020 annual meeting of stockholders, we intend to provide for annual non-binding advisory votes on the compensation of our named executives. The next non-binding advisory vote on the frequency

of the non-binding advisory vote on the compensation of our named executive officers will occur at the 2026 annual meeting of stockholders.

Compensation Philosophy and Objectives

Our mission iscompensation programs have been designed to identify, develop and commercialize innovative therapies that change patients’ lives for the better.  Our focus is on small-molecule therapeutics with novel methods of action for the treatment of severe, life-threatening diseases with few or no approved therapies.  Asupport a long-term commitment to science and innovation which is critical to achieve thisachieving our mission. Equally important is our ability to engage all of our employees in our mission and to create an ownership culture that encourages our employees to operate for the long term.  We have designed our compensation program with this in mind, which will sustain our business model and drive our multiple product drug pipeline. We believe that our compensation model has helped us establish a culture where employees focus on our mission and the drug development process. The emphasis on the long term is a core Company belief.

We award equity-based pay to all employees annually, and newly-hired employees receive an award on the commencement of employment, to ensure that, if we deliver products for our patients and value for our stockholders, all employees share in the potential upside growth. Our compensation plan includes our reliance onIn 2022, we granted both stock options as the primary long-term employee incentive.and restricted stock units to all employees. We use stock options because we view them as inherently performance-based and aligned with our stockholders’ interests;interests as no amount of time will make a stock option deliver anyin-the-money value is delivered unless the Company’s stock price increases.  This is why we have favored stock options over full value equity awards such as restricted stock units, as full value awards provide value to employees even if there is not an increase in stock price over the vesting period. In addition, stock options reward our employees for increasing stockholder value over the entire 10-year option term, which we believe is consistent with the drug discovery/development cycle. We also believe that the performance-based nature of stock options is enhanced for companies like Reata whose stock price is directly impacted by pipeline development.  In addition, for executive officers, we believe that a portionthe development of the long-term equity incentive award should be subject to additional performance criteria that is specifically tied to performance targets so that the equity incentive is only valuable if such performance targets are achieved within a certain timeframe.

Beginning in 2020, equity grants to newly-hired employees will include both stock options anddrug pipeline. We started incorporating restricted stock units with the restricted stock units constituting a minority portion of the equity grant.  Generally, one restricted stock unit will be awarded in lieu of two stock options that would have otherwise been awarded.  We have begun this approach to reduce the number of awards granted under our Second Amended and Restated Long Term Incentive Plan, or LTIP, and to enhance our ability to attract highly-qualified personnel in a competitive market.

Our Performance

Our compensation program underpins our strategy of delivering sustainable, long-term growth through continued innovationmarket and other steps to enhance stockholder value.

We have made great strides in the development of bardoxolone methyl.  In 2018, we completed the Phase 2 portion of our CARDINAL clinical trial of bardoxolone methyl in patients with chronic kidney disease, or CKD, caused by Alport syndrome.  In this trial, bardoxolone methyl demonstrated a statistically significant increase from baseline in estimated glomerular filtration rate, or eGFR, after 48 weeks of treatment and a statistically significant increase from baseline in mean eGFR at Week 52 after withdrawal of the drug for four weeks.

In 2019, we completed the first year of the Phase 3 portion of the CARDINAL trial and reported a statistically significant increase in eGFR as compared to placebo after 48 weeks of treatment and a statistically significant increase in eGFR as compared to placebo at Week 52 after withdrawal of the drug for four weeks.  Based on these positive results, and subject to discussions with regulatory authorities, we plan to proceed with the submission of regulatory filings this year for marketing approval in the United States.

In 2018 and 2019, we also collected Phase 2 data in our PHOENIX clinical trial studying bardoxolone methyl in each of IgA nephropathy, type 1 diabetic CKD, focal segmental glomerulosclerosis and autosomal dominant polycystic kidney disease, or ADPKD.  In each of these Phase 2 cohorts, bardoxolone methyl demonstrated a statistically significant increase from baseline in mean eGFR after 12 weeks of treatment.

In 2019, we initiated a Phase 3 trial studying bardoxolone methyl in patients with ADPKD called FALCON.

In 2019, we fully enrolled our Phase 3 trial called CATALYST studying bardoxolone methyl in patients with pulmonary arterial hypertension caused by connective tissue disease.

In 2019, we completed part 2 of our MOXIe clinical trial of omaveloxolone in patients with Friedreich’s ataxia and reported a statistically significant improvement in the modified Friedreich’s ataxia Rating Scale.  Based on these positive results, and subject to discussions with regulatory authorities, we plan to proceed with the submission of regulatory filings this year for marketing approval in the United States.

In 2019, we reacquired from AbbVie, Inc. the development, manufacturing and commercialization rights to our proprietary Nrf2 platform originally licensed to AbbVie in 2010 and 2011.

In 2019, we raised over $500 million in a public offering of our Class A common stock.

Total Stockholder Return

The accomplishments above resulted in the price of our common stock increasing 264.4% and 98.1% during 2019 and 2018, respectively.  Over the two-year period ended December 31, 2019, we delivered stock price appreciation of 621.9% and outperformed both the Nasdaq Composite Index (total stockholder return of 30.0%) and the Nasdaq Biotechnology Index (total stockholder return of 12.8%).  While we cannot predict the performance of our stock price in any particular time period,because we believe that if we can continue to deliver operational and pipeline results, the creation of stockholder value and share price appreciation will follow.

Delivering Growth and Managing Dilution

In 2019, the number of our employees increased from 123 to 220, and we anticipate further hiring in 2020.  In recognition of the impact of growth on the use of equity, commencing in 2020, we started to reduce the number of options granted to our employees, including our named executive officers, by approximately 30% from 2019.  This will allow us to maintain a burn rate at a level considered reasonable for a high-growth company without sacrificing our core business principle that equity participation by all employees supports innovation that drives growth.  In addition, as discussed above under “Compensation Philosophy and Objectives”, beginning in 2020, new hires will receive a portion of the equity grant in restricted stock units which will further reduce the burn rate.  In 2017, 2018, and 2019, the burn rate was 4.4%, 0.8% and 5.8%, respectively.  The three-year average burn rate through 2019 was 3.7%, which approximates the 25^th percentileare part of burn rates for our peer companies.  Burn rate is calculated by dividing the numbera balanced portfolio of shares subject to equity awards granted during the year by the basic weighted-average number of shares of Class A common stock and Class B common stock outstanding during the year.  We believe that the reduced size of the equity grants in 2020 will continue to provide competitive long-term equity incentive awards as they should provide value comparable to the earlier, larger grants based on valuation models.awards.

Executive Officers

Our philosophy in setting compensation policies for executive officers has three fundamental objectives: (1) to attract, retain and motivate a highly-skilled team of executives, (2) to provide incentives that reward achievement of performance goals that directly correlate to the enhancement of stockholder value and (3) to align our executives’ interests with those of our stockholders by rewarding short-term and long-term performance and tying a significant portion of an executive officer’s compensation to increases in stockholder value. The compensation committee believes that executive compensation should be directly linked to both continuous improvements in corporate performance and accomplishments that are expected to increase stockholder value. In furtherance of this goal, the compensation committee has adhered to the following guidelines as a foundation for decisions that affect the levels of executive compensation:

The compensation committee has historically compensated executive officers with three main compensation components: a base salary, an annual bonus opportunity and equity-based compensation. The compensation committee believes that cash compensation in the form of base salary and an annual bonus opportunity provides our executive officers with short-term rewards for success in achieving annual goals and objectives, and that long-term compensation through the award of stock options, (which have been the only equity awards to date for executive officers other than one new-hire grant of performance-based restricted stock units), restricted stock units or other equity awards aligns the objectives of management with those of our stockholders with respect to the long-term performance and success of the Company.

In setting compensation levels for our executive officers, the compensation committee does not formulaically benchmark against any one specific reference point. Instead, it considers a variety of factors, including peer group survey data, tenure, role, responsibilities, performance and local competitive market practices.  Compensation paid to our named executive officers is delivered primarily through at-risk pay, based on both short-term and long-term incentives, including the achievement of corporate goals and objectives.including:

The compensation committee’s overall philosophy is that the executive officers’ salary and target annual bonus amounts should be at approximately the 50^th percentile compared to peer companies, with the ability to achieve annual bonus amounts greater than the 50^th percentile based on individual or company performance, and that the executive officers’ equity compensation should be partly or totally performance based which, if the performance conditions are met, will allow the executive offers to realize equity compensation at or above the 75^th percentile compared to peer companies.  Radford each year prepares an executive compensation assessment, utilizing the peer group approved by the compensation committee as well as internal market information collected by Radford, that provides the compensation committee with an analysis of the various percentile criteria.Best Practices

In addition to our compensation elements, the following compensation program features are designed to align our named executive officers’ interests with stockholder interests and market best practices:

Roles in Determining Compensation

Compensation Committee

The Board has delegated to the compensation committee the responsibility to ensure that total compensation paid to our executive officers is consistent with our compensation policy and objectives. The compensation committee oversees and approves all compensation arrangements and actions for our executive officers. While the compensation committee draws on a number of resources, including input from the Board, the Chief Executive Officer and its independent compensation consultant, to make decisions regarding our executive compensation program, ultimate decision-making authority rests with the compensation committee. The compensation committee retains discretion over base salaries, annual bonuses and equity compensation for executive officers. The compensation committee relies upon the judgment of its members in making compensation decisions, after

reviewing our corporate performance and carefully evaluating an executive’s performance during the year against established corporate goals, operational performance and business responsibilities. In addition, the compensation committee incorporates discretion in the assessment process to respond to and adjust for the evolving business environment.

Compensation Consultant

The compensation committee retainshas retained the services of an independent, external compensation consultant, Radford.which compensation consultant was FW Cook in 2022. The mandate of the consultant is to assist the compensation committee in its review of executive and director compensation practices, including the competitiveness of pay levels, executive compensation design, benchmarking with our peers in the industry and other technical considerations, including tax- and accounting-related matters. The compensation committee annually evaluates Radford’sthe compensation consultant’s performance and determines whether to engage Radfordthe compensation consultant or another compensation consultant and has the final authority to engage and terminate Radford’sthe compensation consultant’s services. Our compensation committee has assessed the independence of RadfordFW Cook consistent with Nasdaq listing standards and has concluded that the engagement of RadfordFW Cook does not raise any conflict of interest.

Chief Executive Officer

The Chief Executive Officer attends compensation committee meetings and works with the compensation committee chairman and Radfordthe compensation consultant to develop compensation recommendations for the executive officers, based upon individual experience and breadth of knowledge, internal considerations, individual performance during the fiscal year, competitive market considerations and other factors deemed relevant by the compensation committee. The recommendations are then submitted to the compensation committee for review and consideration. The compensation committee works directly with Radfordthe compensation consultant to evaluate the performance of the Chief Executive Officer and determine compensation for the Chief Executive Officer. The Chief Executive Officer is not present at meetings of the compensation committee when his compensation is being determined.

Defining and Comparing Compensation to Market Data

While we do not establish compensation levels based solely on benchmarking, pay practices at other companies are an important factor that the compensation committee considers in assessing the reasonableness of compensation and ensuring thatcompensation. In order to evaluate whether our compensation practices are competitive in the marketplace.  In order to evaluate the level of compensation for our named executive officers,marketplace, our compensation committee using information provided by Radford, established a peer group of publicly traded companies in the biopharmaceutical and biotechnology industries based on a balance ofindustries.  

The compensation committee reviews the following criteria:

In the fourth quarter of each year, other factors that the compensation committee determines the salaries and target bonuses of our executive officers for the following year and awards equity compensation that is granted at the beginning of the following year.  Additionally, in the fourth quarter of each year, the compensation committee awards cash bonuses to the executive officers that are payable in the fourth quarter.  As a result, themay deem relevant.

2022 Peer Group

Our 2022 peer group utilizedestablished in 2021 that was used to determine 2019evaluate executive salaries, target bonus percentages and equity awards for executive officers was established in 2018, and the peer group utilized to determine 2020 salaries, target bonus percentages and equity awards for executive officers, which is discussed under “- Compensation Changes for 2020,” was established in 2019.  The compensation committee also was able to review information with respect to the peer group that was established in 2019 as the compensation committee was deliberating on 2019 cash bonuses payable to the executive officers in December 2019.

Our peer group established in 2018 that was used to evaluate executive compensation actions for 20192022 was selected by the compensation committee based on Radford’sFW Cook’s recommendation in December 2018September 2021 and is comprised of the following 18 publicly-tradedpublicly traded companies in the pharmaceutical and

biotechnology industries:

industries, which recommendation was based on their stage of development and commercialization and market capitalization:

2023 Peer Group

In 2022, the compensation committee engaged FW Cook to assist in reviewing our 2022 peer group and in suggesting revisions, as appropriate. Our 2023 peer group, which was used to evaluate executive salaries, target bonuses and equity grants for 2023, was reconstituted to recognize Reata’s lower market capitalization at the time the peers were reviewed in September 2022.  The 2023 peer group is comprised of the following 21 publicly traded late-stage pre-commercial and newly commercial drug development companies with market capitalization between $400 million and $2.7 billion (at the time of analysis):

At

We believe that the time that we selectedcompensation practices of our 20182023 peer group in December 2018, we were at approximatelyprovided us with appropriate compensation benchmarks for evaluating the 44^th percentile in terms of market capitalizationsalaries, target cash bonus percentages and the 31^st percentile in terms of the number of employees relative to the peer group.

Annual Performance Reviews

Our compensation committee conducts an annual performance review ofequity grants for our named executive officers in the fourth quarter of each year.  By the end of the fourth quarter of each year, base salaries, target bonus percentages and equity awards for the following year are approved, and cash bonuses payable in that fourth quarter are approved.  For purposes of determining potential payments under our corporate cash bonus plan, or bonus plan, annual corporate goals are established and set forth in writing prior to the beginning of the year in question.  Our compensation committee determines the amounts that will be paid to our executive officers under our bonus plan after carefully (1) reviewing overall corporate performance against the corporate goals established for the year; (2) evaluating each named executive officer’s annual contribution to the achievement of the established corporate goals; and (3) reviewing any notable positive or negative performance.2023.

At its last regularly scheduled meeting each year, our compensation committee evaluates our Chief Executive Officer’s individual performance, determines whether to adjust his base salary and target bonus percentage for the following year and determines the amount of equity award for the following year and his bonus for the current year, if any, under our bonus plan.

Our compensation committee may also review and adjust the compensation of our executive officers throughout the course of the year.

Base Salary

Overview

The compensation committee believes it is important to provide adequate fixed compensation to our executive officers working in a highly volatile and competitive industry.  The compensation committee’s choice of actual pay levels versus our competitive market reflects consideration of our stockholders’ interests in paying what is necessary to achieve our corporate goals, while conserving cash as much as practicable.  In determining appropriate base salary levels for a given executive officer, the compensation committee considers the following factors:

The effective date of annual merit increases to base salary is January 1.

2019 Base Salaries

The compensation committee engaged Radford to conduct a competitive review and analysis of our current executive compensation program relative to our 2018 peer group.  Radford prepared an executive compensation assessment report that provided a competitive assessment of our executive compensation program as compared to the 2018 peer group data for 2019 base salaries, target cash bonus percentages and equity compensation.

For 2019, increases in2022, the base salaries for Mr. Huff, Mr. Wilson,Soni, Ms. Bir Dr. Meyer and Mr. Wortley were approximately 8%, 10%, 10%, 7% and 10% annualized, respectively.  These increases were based primarily on a review of the Radford executive officer assessment material with a view to setting the salaries of the executive officers at approximately the 50^th percentile compared to peer companies; provided, however, that the maximum increase was capped at 10%, which resulted in all executive officers except Mr. Huff and Dr. Meyer beingwere not increased. Mr. Wortley was provided a market adjustment to his base salary, which was increased from $421,100 in 2021 to $514,000 in 2022. The compensation committee determined that the 2022 base salaries were within an acceptable range near the peer group median. Mr. Huff’s 2021 and 2022 base salary was below the 50^th percentile in salaries compared to peer companies. Mr. Soni joined the Company in August 2019, and his salary was determined based on negotiations between Mr. Soni and the Company.group median.

The following table shows the increases in base salaries for our named executive officers between 2018in 2021 and 2019:2022:

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 20192022 were approved by our compensation committee in December 2018.March 2022. Corporate goals for 20192022 included strategicregulatory approval goals, development and clinical proof-of-concept goals, operations and study enrollmentoperational goals and corporate and financial goals. Each goal is allocated a certain number of points, and the achievement of a total of 100 points by achieving a combination of goals would resultresults in establishing a target bonus pool for all employees, of 25% of year-end annual salaries of all employees.including our named executive officers. With respect to any goal, the compensation committee, in its discretion, may award more or less than the total points allocated to the goal. 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 bonus pool equal to 30% of year-end annual salaries of all employees).  Thepoints.

At its meeting in December 2022, the compensation committee determined that the Company achieved almost alla combination of the 2019 corporate goals resulting in well over 12082 points being attained.attained in 2022 if omaveloxolone was not approved by the FDA for the treatment of patients with FA by March 15, 2023, and 112 points being attained in 2022 if omaveloxolone was so approved by March 15, 2023. The compensation committee hasFDA approved omaveloxolone for the discretion to increase or decreasetreatment of patients with FA on February 28, 2023, resulting in 112 points being attained in 2022 under the bonus pool, and2022 corporate goals. For 2022, bonuses for each of our named executive officers were paid at 112% of their target bonuses based on the final amountattainment of the bonus pool does not determine2022 corporate goals at the actual amount of any employee’s bonus, including any named executive officer.112-point level.

The 2019summarized 2022 corporate goals that were achieved, and to which 125 points were allocated and 112 points awarded, are:

7.Ensure launch readiness of omaveloxolone:

The summarized 2022 corporate goals that were not achieved, and to which 70 points were allocated but no points awarded, 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.2022 Bonuses

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

For 2022, no changes were made 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.

2019 Bonuses

For 2019, our compensation committee set the annual targets for our named executive officers’ bonuses as a percent of base salary, which were generally targetingnear the 50^th50th percentile of our 2022 peer group established in 2018, which resulted in no change to the targets from 2018, except Mr. Huff’s target bonus percentage was revised from 55% to 60% to better align with the 50^th percentile of our peer group; provided, however, that, at a 60% target bonus, Mr. Huff was still below the 50^th 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 level of the executive officers other than Mr. Huff.  The compensation committee utilizes these peer group benchmarks as one factor among many factors in determining the bonus award to each executive officer.  Individual performance and the level of achievement of

corporate goals are also taken into account.group. The target bonuses, as a percentage of base salary, for the named executive officers for 20192022 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 BonusesBonus – Overview”, the level of attainment of the 20192022 corporate goals resulted infor purposes of determining the achievementbonuses of the maximum bonus pool.  In addition, due to the stockholder value created in 2019, the compensation committee increased the bonus pool above the capped amount by $1 million, which resulted in an additional $850,000 being allocated among thenamed executive officers.officers was 112 points.  The compensation committee also reviewed bonus information with respectconsiders Mr. Huff’s recommendations as to the 2019 peer group in determiningappropriate level of bonus for each named executive officer based on his assessment of their overall performance for the 2019 bonus amounts.  See “Compensation Change for 2020-Peer Group” below.  Theprior year.

For 2022, the compensation committee approved 2019determined that bonuses for the named executive officers would be paid at 112% of their target bonuses based on the attainment of the 2022 corporate goals at the 112-point level.

The 2022 bonus awards for performance in 20192022 were approved as set forth in the following table:

The bonuses awarded under our 20192022 annual incentivebonus program were paid in December 2019.March 2023.

Equity Compensation

Overview

As an additional component of our compensation program, executiveExecutive officers have historically beenare eligible to receivebe awarded equity compensation in the form of stock options.options and restricted stock units. The compensation committee grants stock optionsawards equity 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.  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. In 2021 and thereafter, stock options and restricted stock units are only awarded for shares of our Class A common stock, not shares of our super-voting Class B common stock. We do not have any program, plan or obligation that requires us to grant equity awards on specified dates, although in the last twofive years, including 2023, 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 madeThe compensation committee takes into consideration market data provided by Radford based on grant values and percentage of companythe compensation committee’s compensation consultant for similarly situated executive positions in our peer group companies, and accounting for dilution constraints.  Our CEO recommends grantsas well as our Chief Executive Officer’s

recommended grant amounts for individual executives taking into consideration those guidelines.executives. The compensation committee then reviews and considers our CEO’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 executive officers in 2019 were 50% performance-based awards as discussed below under “Equity Grants in 2019”.  For executive officers, 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 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.targets. Our typical option awards to executive officers have a term of 10 years. 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 approximately 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 that permit the executive officers to achieve equity value at or above the 75^th percentile of the peer group if the performance standards of the performance-based stock options 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.  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.

2022 Annual Equity Grants in 2019

In December 2018,2021, the compensation committee approved the grant of annual equity awards on January 2, 20193, 2022 for our named executive officers other thanofficers; however, Mr. Soni, who receivedHuff did not receive an initialannual equity award. The compensation committee determined that Mr. Huff would not receive an annual award in connection with his commencement2022 as a result of employment in August 2019.  Thesethe status of the bardoxolone program.

The 2022 annual equity awards were granted as 50% time-based stock options and 50%restricted stock units, consistent with common practice among the peer group. In addition, Dr. Meyer also received an annual grant of performance-based stock options.options and performance-based restricted stock units. With respect to the annual equity awards, each named executive officer other than Mr. Huff received the same proportion of stock options and restricted stock units (one restricted stock unit for every two stock options).

At the time of grant, the performance-based stock options and performance-based restricted stock units granted to Dr. Meyer vest quarterly over four years; however, vesting is contingent upon the FDA granting approval of omaveloxolone for the treatment of patients with Friedreich’s ataxia and the compensation committee certifying achievement. The performance target must be met within a certain period of time. These vesting provisions were later amended in 2022 as discussed below under “Vesting Schedule Changes in 2022.”

The table below sets forth allthe annual and new hiregrant of time-based stock options and restricted stock unit awards in 20192022 to our named executive officers and performance-based stock options and restricted stock units awards to Dr. Meyer in 2022:

The stock options have an exercise price of $27.32 per share, and the time-based stock options and time-based restricted stock units vest quarterly over four years.

2022 CEO Special Performance Equity Grant

Mr. Huff was granted a special award in September 2022 in recognition of his exceptional performance in 2022 in advancing omaveloxolone through the FDA regulatory review process and to provide Mr. Huff with a competitive equity stake for retention purposes and to incentivize strong performance.

Mr. Huff’s special award of stock options and restricted stock units are 100% performance based. The awards vest one-twelfth on the three-month anniversary of the date that the compensation committee makes a determination that there has previously been a commercial sale in the United States of any product of the Company or any subsidiary of the Company, and thereafter one-twelfth of the original number of awards will vest on each three-month anniversary of the first vesting date. The performance awards are forfeited if the performance standard is not met by a certain date.

2022 Promotion Performance Equity Grant

Mr. Soni received his special grant of an equity award in March 2022 in recognition of his assumption of oversight of additional functions as President and Chief Operating Officer of the Company.

Mr. Soni’s award of stock options is 100% performance-based. The stock options vest quarterly over four years; however, vesting is contingent on the achievement of : (a) the receipt by the Company or any subsidiary of the Company of at least $200 million of gross proceeds from any type of debt, equity, royalty, business development, asset sale or other fund raising transaction, or (b) the receipt by the Company, any subsidiary of the Company or any licensee of the Company or a subsidiary of the Company of a market approval anywhere in the world of a pharmaceutical product owned, developed or licensed to or by the Company or any subsidiary of the Company. The performance awards are forfeited if the performance standard is not met by a certain date.

As of April 12, 2023, the performance standard for Mr. Soni’s stock option award was achieved due to the FDA’s market approval of omaveloxolone for the treatment of patients with FA.  The options continue to be subject to the underlying four-year time-based vesting.

Vesting Schedule Changes in 2022

In 2022, the compensation committee revised the vesting schedule of the January 2022 annual grant of equity awards for all employees, including named executive officers. This change did not impact Mr. Huff as he did not receive a January 2022 annual equity grant. The compensation committee amended the vesting schedule for all of the stock options and restricted stock units included in the January 2022 award to the named executive officers so that the stock options and restricted stock units otherwise scheduled to vest on April 3, 2025, July 3, 2025, October 3, 2025, and January 3, 2026, would vest immediately following the FDA’s grant of market approval of omaveloxolone for the treatment of patients with FA. This revision effectively accelerated the vesting of one-fourth of the January 2022 annual equity grants.

Also in 2022, the compensation committee revised the vesting schedule of certain awards previously granted to Dr. Meyer. The compensation committee made these revisions to ensure the full engagement of Dr. Meyer, enhance cross-functional team dynamics and reinforce the urgency to obtain the FDA’s market approval of omaveloxolone for the treatment of patients with FA. The compensation committee revised the vesting schedule of the following time-based awards held by Dr. Meyer: 25,000, 24,000 and 70,000 stock options awarded in January 2020, 2021 and 2022, respectively, and 35,000 restricted stock units awarded in January 2022. The compensation committee also

revised the vesting schedule of the following performance-based awards that are subject to market approval by the FDA of omaveloxolone for the treatment of patients with FA: 12,500 and 30,000 stock options awarded in 2020 and 2022, respectively, and 15,000 restricted stock units awarded in January 2022. The revisions provided that 25% of each award that was not already vested on or prior to the date of FDA approval would vest on the omaveloxolone approval date (February 28, 2023) and an additional 25% of each award that was not already vested on or prior to the date of FDA approval would vest on March 31, 2023, June 30, 2023, and September 30, 2023, such that all of the time-based and performance-based awards referred to above will be fully vested on September 30, 2023.

Compensation Changes for 2023

Base Salaries

The table below sets forth the base salary changes from 2022 to 2023 for our named executive officers:

Annual Target Bonuses

For 2023, target bonuses for all named executive officers remained the same as their 2022 levels.

2023 Annual Equity Awards

The table below sets forth the January 3, 2023 annual grant of time-based stock options and restricted stock units to our named executive officers:

The table below sets forth all annual and new-hire performance-based equity awards in 2019 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%have an exercise price of the performance-based stock options would vest 25% on the date the Company publicly announces that a statistically significant improvement in mFARs scores has been observed in the MOXIe clinical trial, but the vesting shall occur only if the public announcement is made after the Board concludes that the overall safety$36.71 per share, and efficacy results of such clinical trial warrant the filing of a new drug application with the FDA, 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 would vest 25% on the date the Company publicly announces that a statistically significant improvement in retained benefit has been observed after 52 weeks in the CARDINAL Phase 3 clinical trial, but the vesting shall occur only if the public announcement is made after the Board concludes that the overall safety and efficacy results of such clinical trial warrant the filing of a new drug application with the FDA, 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 had to be met on or before June 30, 2020, 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, all of the performance-based stock options granted in 2019 have begun vesting.

With respect 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, 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.

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

Compensation Changes for 2020

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 2018 peer group and in suggesting revisions, as appropriate.  The changes in 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 2019 peer group that was used to evaluate compensation for 2020 as well as 2019 cash bonuses was selected by the compensation committee based on Radford’s recommendation in June 2019 and is comprised of the following 18 publicly-traded companies in the pharmaceutical and biotechnology industries:

We believe that the compensation practices of our 2019 peer group provided us with appropriate compensation benchmarks for evaluating the salaries, target cash bonus percentages and equity grants our named executive officers for 2020 as well as 2019 cash bonuses.

Base Salaries

For 2020, 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.  

Annual Bonuses

For 2020, the compensation committee determined to increase the targets for 2020 bonuses to 65% for our Chief Executive Officer and to 45% for all other executive officers to align the bonus opportunity more closely with the 50^th percentile of the 2019 peer group.

Equity Compensation

The compensation committee reduced the number of stock options granted to each named executive officer in 2020 from the number granted in 2019 by approximately 30%.  The following number of options were granted on January 2, 2020: Mr. Huff, 160,000; Mr. Soni, 50,000; Mr. Wilson, 30,000; Ms. Bir, 48,000; Dr. Meyer, 50,000; and Mr. Wortley, 48,000. With respect to Mr. Huff, 120,000 of the stock options are performance-based, and, with respect to the other executive officers, 50% of the stock options are performance-based.  With respect to one-half of the performance-based stock options, 25% of the options vest on FDA approval of omaveloxolone for the treatment of Friedreich’s ataxia, and with respect to the remaining 50% of the performance-based stock options, 25% of the options vest on FDA approval of bardoxolone methyl for the treatment of chronic kidney disease caused by Alport syndrome.  The remaining unvested performance-based options 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 overapproximately four years.

Employment Agreements

We have written employment agreements with each of our executive officers. The principal features of these employment agreements are described under “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards-Employment Arrangements with Our Named Executive Officers” andbelow in the section titled “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 (i) 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. In addition to these benefits, in connection with Mr. Soni’s employment in 2019, we agreed to provide Mr. Soni with certain relocation and housing benefits and to make tax payments to Mr. Soni to offset the taxes he incurs with respect to these benefits and the tax payments. These benefits and tax payments for Mr. Soni are included in the Summary Compensation Table for 2020, 2021 and 2022.

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 dollar-for-dollar 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.$7,000 in 2022. 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 secondthird 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 secondthird 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.awards. The factors described above, as well as the overall compensation philosophy, are reviewed to determine the appropriate level and mix of compensation. In 2019,2022, 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 2019,2022, 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 2019,2022, 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, 2019.2022.

Submitted by the compensation committee of the Board of Directors

Jack B. Nielsen, Chairman

James E. Bass as of April 6, 2023.

R. Kent McGaughy, Jr., Chairman

Martin W. Edwards, M.D.

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.