EXHIBIT 10.54
REATA PHARMACEUTICALS, INC.
EIGHTH AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR COMPENSATION POLICY
Each member of the Board of Directors (the “Board”) of Reata Pharmaceuticals, Inc. (“Reata”) who is not also serving as an employee of or consultant to Reata or any of its subsidiaries (each such member, an “Eligible Director”) will receive the compensation described in this Eighth Amended and Restated Non-Employee Director Compensation Policy (the “Policy”) for his or her Board service or service on a committee of the Board (“Committee”). This Policy is effective as of February 20, 2023 (the “Effective Date”) and may be amended at any time in the sole discretion of the Board or the Compensation Committee of the Board.
Annual Cash Compensation
The annual cash compensation amount set forth below is payable in equal quarterly installments, payable after each regular quarterly Board meeting, beginning with the Board meeting held on September 1, 2021 (collectively, the “Annual Cash Fees”). All Annual Cash Fees are vested upon payment.
Beginning with the second regular Board meeting held after the 2022 annual stockholder meeting, the Annual Cash Fees shall be as follows:
1. Annual Board Service Retainer:
a. All Eligible Directors: $50,000
b. Lead Independent Director Service Retainer (in addition to Annual Board Service Retainer): $25,000
2. Annual Committee Member Service Retainer:
3. Annual Committee Chair Service Retainer (in addition to Annual Committee Member Service Retainer):
Equity Compensation
The equity compensation set forth below will be granted under the Reata’s Second Amended and Restated Long Term Incentive Plan (the “Plan”). All stock options granted under this Policy will be nonstatutory stock options to purchase shares of Class A common stock of Reata (“Common Stock”), with (a) an exercise price per share equal to 100% of the Fair Market Value (as defined in the Plan) of the underlying Common Stock on the date of grant, which shall be the closing price on the date of grant (or, if not a business day, the business day determined pursuant to the Plan) of a share of Common Stock on the Nasdaq Global Market, and (b) a term of ten years from the date of grant. All restricted stock units granted under this Policy will be settled on the later to occur of (a) each vesting date or (b) if applicable, the date of settlement elected by the director pursuant to any applicable deferred compensation arrangement in effect and administered by Reata, in either case, in shares of Common Stock; provided, however, with respect to the foregoing clauses (a) and (b), the settlement date may be deferred pursuant to the provisions included in a Notice of Grant of Restricted Stock Units-Directors/Consultants relating to the date of delivery of shares. The other terms and provisions of the stock options and restricted stock units, including vesting on termination of service, Disability (as defined in the
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form stock option agreement or form restricted stock agreement, as applicable), death and Change in Control (as defined in the Plan) will be in conformity with the Plan and the form of stock option agreement or restricted stock unit agreement, as applicable, and notice of grant previously approved by the Board or Compensation Committee of the Board, as the Plan or any such form or notice of grant may be amended from time to time; provided, however, that stock options that are vested at the time of termination of service as a director may be exercised on or before the third anniversary of such termination of service, notwithstanding the provisions of the form of stock option agreement or notice of grant to the contrary. The terms and provisions of the stock options or restricted stock units as set forth in this paragraph are referred to herein as the “Terms”.
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Election to Receive a Combination of Stock Options and Restricted Stock Units or Only Stock Options in Lieu of Cash Compensation
An Eligible Director may elect to receive a grant of a combination of stock options and restricted stock units or only stock options pursuant to the Equity Compensation provisions of this Policy in lieu of receiving future cash compensation payments, or any portion thereof, of the Annual Board Service Retainer, the Lead Independent Director Service Retainer, the Annual Committee Member Service Retainer, and/or the Annual Committee Chair Service Retainer (the “Election Grant”). This election to receive an Election Grant may be made (1) by a new Annual Eligible Director on the date of Reata’s first regular Board meeting held after the annual stockholder meeting at which such Annual Eligible Director was elected and (2) by an existing Eligible Director on or before December 31 of the year preceding such annual stockholder meeting, by submitting an executed election form (the “Election Form”) to Reata’s chief legal officer in the form and pursuant to procedures established by the Company. The stock options granted pursuant to an Election Grant to an Annual Eligible Director will be granted on the day of Reata’s first regular Board meeting held after an annual stockholder meeting, will have a Black-Scholes value equal to 50% of the annual amount of the applicable Retainer unless the Annual Eligible Director elected to receive only stock options, in which case the stock options will have a Black-Scholes value equal to 100% the annual amount of the applicable Retainer, and will otherwise be subject to the Terms. The restricted stock units granted pursuant to an Election Grant to an Annual Eligible Director will be granted on the day of Reata’s first regular Board meeting held after an annual stockholder meeting, will have a value equal to 50% of the annual amount of the applicable Retainer, and will otherwise be subject to the Terms. In addition, each Mid-Year Eligible Director may execute an Election Form on the date of such Mid-Year Eligible Director’s election or appointment to the Board, in which case, in addition to receiving a grant of stock options and restricted stock units pursuant to an Election Grant on the day of Reata’s first regular Board meeting held after an annual stockholder meeting, such Mid-Year Eligible Director will also be granted on the date of execution of the Election Form a Prorated Election Grant (herein so called). The stock options included in the Prorated Election Grant will have a Black-Sholes value equal to 50% of the annual amount of the applicable Retainer, or 100% of the annual amount of the applicable Retainer if the Mid-Year Eligible Director elected to receive only stock options, in each case, multiplied by the Proration Factor. The restricted stock units included in the Prorated Election Grant will have a value equal to 50% of the annual amount of
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the applicable Retainer multiplied by the Proration Factor. The closing price of the Common Stock on the date of grant shall be utilized to determine the applicable value. The stock options and restricted stock units constituting Election Grants will vest and settle in the same manner and at the same times as set forth above under Equity Compensation-Annual Grant for grants of stock options and restricted stock units to an Annual Eligible Director or a Mid-Year Eligible Director, as applicable. Any election to receive an Election Grant will be irrevocable until the third anniversary of such election. Once an Election Form has been executed and delivered to Reata, no additional Election Form is required to be executed, unless (1) an Eligible Director has revoked an election to receive an Election Grant and thereafter determines to again receive an Election Grant or (2) an Eligible Director becomes entitled to receive a Retainer which the Eligible Director was not entitled to receive at the time of the execution of an Election Form. If the amount of any Retainer is changed, no additional Election Form is required to be executed if it included an election as to that type of Retainer.
Fractions
Stock options and restricted stock units granted hereunder shall be for a number of whole shares of Common Stock. Any fractional share of Common Stock shall be rounded down to the nearest whole share of Common Stock. Fractions of shares of Common Stock subject to a stock option or restricted stock units shall not vest on a vesting date of an Initial Grant, an Annual Grant, an Interim Annual Grant, or an Election Grant, and the shares of Common Stock that do vest on a vesting date shall be rounded down to the nearest whole share of Common Stock; provided, however, that such fractions of shares of Common Stock shall be added to the number of shares of Common Stock that vest on the final vesting date or that otherwise vest due to the vesting acceleration (with any resulting fraction of a share of Common Stock being rounded down to the nearest whole share of Common Stock).
Waiver
An Eligible Director may, at any time and from time to time, waive receipt of any or all cash or equity compensation payable to such Eligible Director pursuant to the Policy (a “Waiver”). After a Waiver, the Eligible Director may, at any time and from time to time, withdraw the Waiver and begin receiving future cash and equity compensation pursuant to the Policy. Any Waiver or withdrawal of a Waiver shall be made by providing written notice to an officer of Reata.
Equity Value Cap
The number of stock options and restricted stock units that would otherwise be granted pursuant to an Initial Grant, an Annual Grant, an Interim Annual Grant, or an Election Grant shall be reduced, equally in value between stock options and restricted stock units, including if necessary to zero, in order to comply with Section 5 of the Plan (such number of stock options and restricted stock units not granted pursuant to this sentence being referred to as the “Reduced Equity”). If two or more types of grants would otherwise be made simultaneously pursuant to the provisions of the Policy and the number of stock options and restricted stock units permitted to be granted must be reduced in order to comply with Section 5 of the Plan, then, in order to allocate the Reduced Equity to the applicable grant, an Interim Annual Grant, an Annual Grant,
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and an Election Grant will be reduced, in that order, before an Initial Grant is reduced; and an Annual Grant will be reduced before an Election Grant is reduced.
Prior Policies
Cash payments and equity grants made pursuant to the terms and provisions of any prior version of this Policy shall be governed by the terms and provisions of such prior version of this Policy.
Other Provisions
The following provisions shall supersede any other provisions to this Policy to the contrary, which provisions shall remain in effect through December 31, 2026:
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