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):

2801 Gateway Drive, Suite 150

Irving, Texas 75063

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on September 14, 2016
June 8, 2022

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, toCompany. This year’s Annual Meeting will be held in a virtual-meeting format only via live webcast on September 14, 2016,June 8, 2022, at 8:00 a.m. Central Daylight Time, at our principal place of business located at 2801 Gateway Drive, Suite 150, Irving, Texas 75063.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, August 5, 2016,April 13, 2022, may vote at the Annual Meeting, including any adjournment or postponement thereof.

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

The accompanying proxy statement more fully describes the details of the business to be conducted at the Annual Meeting. Proposal 1 relates solely to the election of the two directors nominated by the Board of Directors and does not include any other matters relating to the election of directors, including, without limitation, the election of directors nominated by any stockholder of the Company. After careful consideration, our Board of Directors has unanimously approved the proposals and recommends that you vote FOR the two director nominees, andFOR approval of the resolution to approve the compensation of our named executive officers, FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016.2022 and FOR the approval of our Employee Stock Purchase Plan. In accordance with Delaware law, a list of stockholders entitled to vote at the meeting will be accessible during normal business hours at our principal place of businessby appointment for ten days prior to the meeting.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.

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 2021 annual report to stockholders online, with paper copies available free of charge upon request. On or about April 29, 2022, we began mailing a Notice of Internet

i

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 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 meeting in person,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 meeting,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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2801 Gateway Drive, Suite 150
Irving, Texas 75063

PROXY STATEMENT FOR
2016

2022 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON SEPTEMBER 14, 2016
JUNE 8, 2022

at 8:00 a.m. Central Daylight Time

via Live Webcast by Accessing

www.proxydocs.com/RETA  

QUESTIONSQuestions 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 our Company,us, for use at the Company’s 20162022 Annual Meeting of Stockholders, or Annual Meeting, to be held via live webcast on September 14, 2016,June 8, 2022, at 8:00 a.m. Central Daylight Time at our principal placeby accessing www.proxydocs.com/RETA in advance of business located at 2801 Gateway Drive, Suite 150, Irving, Texas 75063.the meeting, completing online registration, which requires that you provide the control number included on 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 20152021 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 instructions cardinstruction form, for the Annual Meeting. This proxy statement and our 2015 annual report to stockholders are first being mailed on or about August 15, 2016, to all stockholders entitled to vote at 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, 2022, 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 August 5, 2016,April 13, 2022, or the Record Date, are entitled to notice of and to vote at the Annual Meeting. On the Record Date, 7,740,354 shares of Class A common stock were issued and outstanding (constituting 7,740,354 votes), and 14,585,273 shares of Class B common stock were issued and outstanding (constituting 43,755,819 votes). 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 Commoncommon stock is entitled to three votes on all matters to be voted upon at the Annual Meeting. On the Record Date, 31,536,018 shares of Class A common stock were issued and outstanding (constituting 31,536,018 votes), and 4,919,249 shares of Class B common stock were issued and outstanding (constituting 14,757,747 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 25,748,08723,146,883 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 internet,Internet 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 any matter,the resolution to approve the compensation of our named executive officers, the ratification of the appointment of the independent registered public accounting firm or the approval of our Employee Stock Purchase Plan, your shares will not be voted on that matter andbut will not be counted as votes castpresent in person or by proxy and entitled to vote. Abstentions have the final tallysame effect as a vote “against” the resolution to approve the compensation of votes on that matter.our named executive officers, the ratification of the appointment of the independent registered public accounting firm and the approval of our Employee Stock Purchase Plan. If you are a stockholder of record and you vote “withhold” in the election of a director, your shares will not be counted as votes castpresent 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 bothall 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.” Like abstentions and “withhold” votes, brokerBroker non-votes are counted as present and entitled to vote for quorum purposes, but are not counted as votes cast.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 electionratification of directors,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, the resolution to approve the compensation of our named officers or the approval of our Employee Stock Purchase Plan, 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— Election of directors.Directors are elected by a plurality of the votes cast,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. Because this proposal asks for a non-binding, advisory vote, there is no “required vote” that would constitute approval of the compensation of our named executive officers. We value the opinions expressed by our stockholders with respect to this advisory vote, and our compensation committee, which is responsible for overseeing and administering our compensation programs, will consider the outcome of the vote, including whether the votes cast “for” this proposal represent the affirmative vote of the majority of the voting power of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote, when designing our compensation programs and making future compensation decisions for our named executive officers. We will consider this advisory proposal approved if it receives the affirmative vote of the majority of the voting power of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the proposal. As a result, abstentions will have the same effect as a vote “against” the proposal. Broker non-votes will have no effect on the vote outcome.

Proposal No. 23 — Ratification of appointment of independent registered public accounting firmfirm. .This proposal must be approved by the affirmative vote of the majority of the voting power of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote. As a result, abstentions will have the same effect as a vote “against” the proposal. Broker non-votes will not be considered entitled to vote on this proposal and will therefore have no effect on the vote outcome. As discussed above, we do not expect any broker non-votes with respect to this proposal.

Proposal No. 4 — Approval of our Employee Stock Purchase Plan.  This proposal must be approved by athe affirmative vote of the majority of votes cast on the proposal.voting power of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote. As a result, abstentions and brokerwill 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.

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

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

The 2022 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 person?the Question 12 below. The meeting will only be conducted via live webcast. 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. 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 link that will allow you access to the Annual Meeting and to vote and to submit 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.

To register atOn the day of the Annual Meeting, please bringJune 8, 2022, 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 documents: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.

11.12. Could we decide to hold an in-person Annual Meeting?

We intend to hold the Annual Meeting virtually. However, in the event we 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.

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 2801 Gateway5320 Legacy Drive, Suite 150, Irving,Plano, Texas 7506375024 or (469) 442-4740,(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 2801 Gateway5320 Legacy Drive, Suite 150, Irving,Plano, Texas 7506375024 or (469) 442-4740,(972) 865-2219, in each case Attention: Secretary.

12.14. 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.

13.15. 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 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.

Explanatory Note

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. For as long as we are an emerging growth company, we will not be required to include a Compensation Discussion and Analysis section in this proxy statement and have elected to comply with the scaled-down executive compensation disclosure requirements applicable to emerging growth companies.

PROPOSAL NO. 1 – ELECTION OF DIRECTORS

Background

The amended and restated certificate of incorporation of the Company provides that the Board is to be divided into three classes as nearly equal in number as reasonably possible, with directors in each class generally serving three-year terms. The total Board size is currently fixed at sixeight directors. Currently, the Class I directors (whose terms expire at the Annual Meeting) are J. Warren Huff, and Jack B. Nielsen.Nielsen and Shamim Ruff. The Class II directors (whose terms expire at the 20172023 annual meeting of stockholders)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 20182024 annual meeting of stockholders)meeting) are William D. McClellan, Jr. and William E. Rose and Dennis K. Stone, M.D.Rose. The Class I directors elected at the Annual Meeting will hold office until the 20192025 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 Mr. Huff and Mr. NielsenMs. Ruff for election as Class I directors at the Annual Meeting. Mr. Huff and Mr. NielsenMs. Ruff have indicated their willingness to serve if reelected.elected. Mr. Nielsen has informed us that he has determined not to stand for re-election and will retire from the Board at the Annual Meeting. The Board currently anticipates filling the remaining vacant Board position in the future in accordance with our second amended and restated bylaws. Accordingly, you may not vote by proxy or in person for a greater number of persons than the nominees proposed for election as directors.

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 & News,” “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. Huff and Mr. NielsenMs. Ruff for election as Class I directors. The Company did not pay any fees to any third parties to identify or assist in identifying or evaluating nominees for the Annual Meeting.

The nominating and corporate governance committee considers stockholder nominees using the same criteria set forth above. Stockholders who wish to present a potential nominee to the nominating and corporate governance committee for consideration for election at a future annual meeting of stockholders must provide the nominating and corporate governance committee with notice of the recommendation and certain information regarding the candidate as described in our second amended and restated bylaws and within the time periods set forth on page 32 under the caption “Stockholder Proposals.”

Pursuant to our corporate governance guidelines, the Company endeavorswe endeavor to have a Board representing diverse experience at policy-making levels with a complimentarycomplementary 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, we 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. Huff and Mr. NielsenMs. Ruff to be elected as Class I directors at the Annual Meeting. The following table sets forth the following information for Mr. Huff and Mr. NielsenMs. Ruff 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 I Directors Nominated for Election

The following two people have been nominated by the Board to be elected as Class I directors at the 20162022 Annual Meeting.

J. Warren Huff is the Chairman of the Board,and Chief Executive Officer and President of Reata. He has served as our sole Chief Executive Officer President 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 chief executive officerChief Executive Officer in a number of health carebiotechnology and information technology start-up enterprises including Ergo Science Corporation, Light Biology Inc., OpenPages, Inc. and InLight Corporation.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. magna cum 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. NielsenShamim Ruff has 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 worked within the Novo A/S organizationserved as Chief Regulatory Affairs Officer and its venture activitiesSenior Vice President, Head of Quality Assurance, at Stoke Therapeutics, Inc. since 2001December 2018. From January 2013 to May 2018, Ms. Ruff served in severalvarious roles most recently being employed as a Senior Partner based in Copenhagen, Denmark. From 2006 to 2012, Mr. Nielsen was employed as a Partner at Novo Ventures (US) Inc. in San Francisco, where he established the office which provides certain consultancy services to Novo A/S. Mr. Nielsen served on the board of directors of AkebiaSarepta 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 publicly traded company,bachelor’s degree in Chemistry and Biology from 2013 to June 2015. Hethe University of Leicester, UK, and a master’s degree in Analytical Chemistry from the University of Loughborough, UK. Additionally, she is also currently a memberChartered Chemist and Member of the boardRoyal Society of directors of a number of private companies. Mr. Nielsen received a M.Sc. in Chemical Engineering from the Technical University in Denmark, and a Masters in Management of Technology from Center for Technology, Economics and Management; Technical University of Denmark.Chemistry. Our Board believes that Mr. NielsenMs. Ruff is qualified to serve on our Board due to hisher extensive industryregulatory experience his experience with venture capital investments and his board service for several companies in the biotechnology sector.at biopharmaceutical companies.

Class II Directors Continuing in Office Until 2017until 2023

James E. BassDr. Martin W. Edwards, M.D. has served as a member of the Board since July 2004. Mr. Bass isAugust 2020. Since 2003, until his retirement in September 2020, Dr. Edwards held various positions at Novo Holdings A/S, a life sciences investment

firm, and most recently as a part-time Senior Partner. Earlier in his career, he was Corporate VP and Global Head of Drug Development for Novo Nordisk A/S, where he led all aspects of pre-clinical and clinical drug development. Dr. Edwards currently serves as a member of the Boardboard of Managersdirectors of Snowbird Holdings, LLCpublic biotech companies Kalvista Pharmaceuticals, Inc., Verona Pharma plc, Inozyme Pharma, Inc., and Trinity Summits, LLC. For the past five years, Mr. Bass has been managing family assets and investmentsMorphic Holding, Inc., as his primary business activity. Hewell as a private biotech company. Dr. Edwards previously served as a member of the board of directors of CoLucid Pharmaceuticals, Inc., a publicly-traded company. Dr. Edwards qualified in physiology and medicine at the University of Manchester. Dr. Edwards was elected a Member of the Royal College of Physicians, a Member with distinction of the Royal College of General Practitioners, and a Fellow of the Faculty of Pharmaceutical Medicine, and holds an executive directorM.B.A. from the University of FB Gemini Limited, an Asian regional investment bank based in Hong Kong, prior to which he was an associate attorney and later partner at Gibson, Dunn & Crutcher LLP. Mr. Bass graduated with a B.A. degree from Yale University and obtained his J.D. degree from Stanford University.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, Jr. ishas been a partner in CPMG, Inc. since 2005. Prior to joining CPMG’s predecessor, Cardinal Investment Company, Inc., in 1997, he worked in mergers and acquisitions at Simmons & Company International. He currently serves on the boards of Apollo Endosurgery, Inc. and InstilBio, Inc., both publicly traded companies, as well as several private companies. Mr. McGaughy, Jr. received his B.A. from The University of Texas (summa cum laude and member of Phi Beta Kappa) and his M.B.A. from Harvard Business School. Our Board believes that Mr. McGaughy, Jr. 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., Replimune Group Inc. and Sierra Oncology, Inc., each of which is a publicly traded pharmaceutical company. Ms. Oliger received a B.A. in Economics from the University of California at Santa Barbara. Our Board believes that Ms. Oliger is qualified to serve on our Board due to her extensive experience in commercial and portfolio management roles at biopharmaceutical companies.

Class III Directors Continuing in Office Until 2018until 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 as a member of the board of directors of Apollo Endosurgery, Inc., a publicly traded company, and chairs its audit committee. Mr. McClellan received a B.B.A. in accounting from Abilene Christian University and is a CPA. Our Board believes that Mr. McClellan is qualified to serve on our Board due to his extensive experience in finance and accounting roles in the healthcare and life sciences industry and in serving as a CPA 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 as the Chairman of the Board of Trustees for Greenhill School and is also 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.

Dennis Stone, M.D. has served as a member of the Board since September 2002. Until Dr. Stone’s retirement, from August 2011 until June 2016, he was Chief Scientific Officer of Remeditex Ventures LLC. He joined Remeditex in August 2011 from UT Southwestern Medical Center, or UTSW, where he was Professor of Internal Medicine, Physiology, and Biochemistry. He served as the Vice President of Technology Development for UTSW from 1998 until July 2011. Dr. Stone has served on the board of directors of Eliance Biotechnologies, Inc., Myogen, Inc., miRagen Therapeutics, Inc. and MacroGenics, Inc. In addition, he served as the Chairman of the UT Regents’ Technology Transfer Commission, and he was vice chairman of the board of the Texas Emerging Technology Fund’s Life Science Commercialization Center. Dr. Stone received his undergraduate training at The University of Texas at Austin and his medical degree from UTSW. Our Board believes that Dr. Stone is qualified to serve on our Board due to his extensive experience investing and working in the pharmaceuticals industry and extensive service on the boards of directors of other life sciences companies.

Vote Required

The nominees who receive the greatest number of affirmative votes will be elected as Class I directors. Any shares that are not voted, whether by abstention,Abstentions and broker non-votes or otherwise, will not affect the election of directors.

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

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

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

Background

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

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

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

“RESOLVED, that the Company’s stockholders hereby approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Company’s proxy statement for the 2022 Annual Meeting of Stockholders pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables, narrative discussion and any related material disclosed in the proxy statement.”

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

Vote Required

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

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

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

PROPOSAL NO. 3 – 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, 2016,2022 and has further directedrecommended to the Board that we submit the selection of Ernst & Young LLP for ratification by our stockholders at the Annual Meeting.

The Company isWe are not required to submit the appointment of our independent registered public accounting firm for stockholder approval, but iswe are submitting itsthe 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.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, 2015,2021, 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, 2015,2021, 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, 20152021 and 2014.2020.

Vote Required

Ratification of the appointment of the independent registered public accounting firm requires the affirmative vote of a majority of the votes cast. Becausevoting power of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote. As a result, abstentions will have the same effect as a vote “against” this proposal, and broker non-votes are not counted as votes for or against this proposal, they will have no effect on the outcome of the vote.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.firm for the year ending December 31, 2022.

THE BOARD RECOMMENDS A VOTE “FOR” PROPOSAL NO. 2.3.

PROPOSAL NO. 4—APPROVAL OF THE EMPLOYEE STOCK PURCHASE PLAN

The Background of the ESPP

Our Board has approved and adopted, subject to the approval of our stockholders, the Reata Pharmaceuticals, Inc. 2022 Employee Stock Purchase Plan, or the ESPP.  If the ESPP is approved by the stockholders, the Company will be authorized to provide eligible employees with an opportunity to purchase shares of our Class A common stock at a discount to the market price and to pay for such purchases through payroll deductions in accordance with the ESPP’s terms.  A copy of the ESPP is attached to this proxy statement as Annex��A.

Purpose of the ESPP

The purpose of the ESPP is to provide employees of the Company and its designated subsidiaries (whether now existing or subsequently established) with the ability to acquire shares of our Class A common stock at a discount to the market price and to pay for such purchases through payroll deductions or other approved contributions.  We believe that the ESPP will be important in helping to attract and retain employees.

Reasons for the Approval of the Employee Stock Purchase Plan Proposal

The ESPP, and the right of participants to make purchases thereunder, is intended to meet the requirements of an employee stock purchase plan as defined in Section 423 of the Internal Revenue Code of 1986, as amended, or the Code.  Stockholder approval of the ESPP is necessary in order to satisfy the requirements under Code Section 423.

Consequences if the Employee Stock Purchase Plan Proposal is Not Approved

If the Employee Stock Purchase Plan Proposal is not approved by our stockholders, the ESPP will not become effective and we will not be able to provide employees with an opportunity to purchase our Class A common stock at a discount. We believe our ability to recruit, retain and incentivize top talent may be adversely affected if the Employee Stock Purchase Plan Proposal is not approved.

Summary of the ESPP’s Material Terms and Features

The following summary of the principal provisions of the ESPP is qualified in its entirety by reference to the full text of the ESPP.  A copy of the ESPP is attached as Annex A to this proxy statement.  To the extent there is a conflict between this summary and the ESPP, the terms of the ESPP will govern.

General.    The ESPP is intended to qualify as an “employee stock purchase plan” under Code Section 423.  During regularly scheduled “offering periods” under the ESPP, participants will be able to request payroll deductions which will be applied periodically to purchase a number of shares of our Class A common stock at a discount to the market price and in an amount determined in accordance with the ESPP’s terms.

 Administration.    The ESPP will be administered by the Board or by one or more committees to which the Board delegates such administration, which we refer to as (as applicable, the “Administrator”).  Subject to the terms of the ESPP, the Administrator will have the complete discretion to establish the terms and conditions of offering periods under the ESPP, to interpret the ESPP and to make all decisions related to the operation of the ESPP.

Shares Available for Issuance.    Up to a maximum of 500,000 shares of Class A common stock may be issued under the ESPP.  Shares issued under the ESPP may be authorized but unissued shares or treasury shares.  As of the date hereof, no rights to purchase shares have been granted under the ESPP.

Eligibility and Participation.    All employees (including officers and employee directors) who are employed by the Company or a designated subsidiary (whether currently existing or subsequently established) are eligible to

participate in the ESPP. As of April 13, 2022, there were approximately 307 eligible employees.  The Administrator may exclude certain categories of employees from participating in any offering period to the extent permitted by Code Section 423, including part-time employees, seasonal employees, employees who have not completed a minimum period of service with the company, highly compensated employees and/or employees who are both highly compensated and officers or subject to the disclosure requirements of Section 16(a) of the Exchange Act. The Administrator may determine prior to any offering period whether any of the above categories of employee will be excluded. No employee will be allowed to participate in the ESPP if his or her participation in the ESPP is prohibited by local law or if complying with local law would cause the ESPP or an offering period that is intended to qualify under Code Section 423 to violate the requirements of Code Section 423.  In the case of an offering period that is not intended to qualify under Code Section 423, the Administrator may exclude any individual(s) from participation if the Administrator determines that the participation of such individual(s) is not advisable or practicable.  Also, in accordance with Code Section 423, no employee may be granted an option under the ESPP if immediately after the grant such employee would own stock and/or hold outstanding options to purchase stock possessing more than 5% of the total combined voting power or value of all classes of the stock of the Company or any parent or subsidiary. The Administrator may determine prior to any offering period whether any of the above categories of employee will be excluded.

The ESPP will permit an eligible employee to purchase Class A common stock through payroll deductions, which may not exceed 75% of the employee’s eligible compensation (or such lower limit as may be determined by the Administrator for an offering period).  Employees will be able to withdraw their accumulated payroll deductions prior to the end of the offering period in accordance with the terms of the offering period.  Participation in the ESPP will end automatically upon termination of employment.  In the event of withdrawal or termination of participation in the ESPP, a participant’s accumulated payroll contributions will be refunded without interest.

Certain limitations on the number of shares that a participant may purchase apply.  For example, the option granted to an employee may not permit him or her to purchase stock under the ESPP at a rate which exceeds $25,000 in fair market value of such stock (determined as of the start of the applicable offering period) for each calendar year in which the option is outstanding.  The Administrator may also establish one or more limits on the number of shares that may be purchased during any offering period and/or purchase period.  Unless the Administrator provides otherwise with respect to an offering period, no participant may purchase more than 750 shares during any purchase period within an offering period.  

Offering Periods and Purchase Price.    The ESPP will be implemented through a series of offering periods of up to 27 months, which may consist of one or more purchase periods.  During each purchase period, payroll contributions will accumulate without interest.  On the purchase date (or purchase dates) during any offering period, accumulated payroll deductions will be used to purchase Class A common stock.  Unless otherwise determined by the Administrator, the offering period under the ESPP in each year will be the 12-month period beginning on November 1 and ending on October 31 of the following year with two purchase dates on April 30 and October 31 in each such offering period.   The purchase price for each offering period will be established by the Administrator and may not be less than 85% of the fair market value per share of Class A common stock on either the first day in an offering period or on the applicable purchase date, whichever is less.  

Changes in Capital Structure.    In the event that there is a specified type of change in the Company’s capital structure, such as a stock split, appropriate adjustments will be made to (1) the number of shares reserved under the ESPP, (2) the individual participant share limitations described in the ESPP and (3) the purchase price per share and the number and class of stock covered by each outstanding option which has not yet been exercised.

Corporate Reorganization.   In the event of certain corporate reorganizations, any offering period then in progress will terminate unless the ESPP is continued, assumed or substituted by the surviving corporation or its parent.  In the event an offering period is terminated, a new purchase date will be set for such offering period prior to the effective time of the reorganization and each outstanding purchase right will be exercised on such date.

Amendment and Termination.    The Administrator will have the right to amend, suspend or terminate the ESPP at any time.  Any increase in the aggregate number of shares of stock to be issued under the ESPP is subject to stockholder approval.  Any other amendment is subject to stockholder approval only to the extent required under

applicable law or regulation.  If not sooner terminated, the ESPP will terminate in 2032 on the 10^th anniversary of the date the Board adopted the ESPP.

Certain Federal Income Tax Consequences of Participating in the ESPP

The following is a brief summary of the general U.S. federal income tax consequences of participation in the ESPP as of the date of this proxy statement.  This summary is not complete and does not discuss the tax consequences of a participant’s death or the income tax laws of any state or foreign country in which the participant may reside.  Tax consequences for any particular individual may be different.  Further, changes to tax laws following the date of this proxy statement could alter the tax consequences described below.  Therefore, no one should rely on this summary for individual tax compliance, planning or decisions.  Participants in the ESPP should consult their own professional tax advisors concerning tax aspects of awards under the ESPP.  

Tax Consequences to Participants.  Payroll deductions under the ESPP are made on an after-tax basis (i.e., contributions to the ESPP do not reduce a participant’s taxable income).  

The ESPP, and the right of participants to make purchases thereunder, is intended to qualify for favorable federal income tax treatment associated with rights granted under an “employee stock purchase plan” that qualifies under the provisions of Code Section 423.  As a result, participants in the ESPP will generally not recognize taxable income until they sell or otherwise dispose of the shares purchased under the ESPP.  The amount of taxable income a participant will recognize in connection with the sale or other disposition of shares purchased under the ESPP will depend on how long the shares were held.  If the shares were held at least two years from the start of the offering period in which the shares were purchased and one year from the date the shares were purchased, then the amount of ordinary income recognized will be equal to the lesser of (1) the difference between the fair market value of the shares on the date of disposition and the purchase price paid for the shares or (2) the excess of the fair market value of the shares at the start of the offering period in which the shares were acquired over the purchase price, and any additional gain will be long-term capital gain.  If a sale or other disposition occurs before satisfying one or both holding periods, then the participant will recognize ordinary income equal to the excess of the fair market value of the shares on the purchase date over the purchase price paid for the shares and the Company will be entitled to a compensation deduction equal to the income recognized by the participant.  Any additional gain or loss recognized upon disposition of the shares will be a capital gain or loss, which will be long-term if the shares were held at least one year.  Under current law, no withholding applies to transactions under the ESPP.  

Tax Consequences to the Company.  There are no federal income tax consequences to us by reason of the grant or exercise of rights under the ESPP.  We are generally entitled to a deduction to the extent amounts are taxed as ordinary income to a participant.

New Plan Benefits

Benefits to be received under the ESPP are not determinable because they depend on discretionary participant elections whether and to what extent to participate in the ESPP.

Registration with the SEC

If the ESPP is approved by our stockholders and becomes effective, we intend to file a registration statement on Form S-8 registering the shares reserved for issuance under the ESPP as soon as reasonably practicable after such approval.

Vote Required

Approval of the ESPP requires the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote.  As a result, abstentions will have the same effect as a vote “against” this proposal and broker non-votes will have no effect on the vote outcome.

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

THE BOARD RECOMMENDS A VOTE “FOR” PROPOSAL NO. 4.

CORPORATE GOVERNANCE

Director Independence

Our Board currently consists of sixeight members. Mr. Nielsen has determined not to stand for re-election at the Annual Meeting and will retire from the Board at the Annual Meeting; therefore, our Board will consist of seven members after the Annual Meeting. 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 Mr. Bass, Mr.Messrs. Edwards, McClellan, McGaughy, Jr., Mr. Nielsen and Mr. Rose and Mses. Oliger and Ruff qualify as “independent” directors in accordance with the NASDAQ Stock Market, or NASDAQ,Nasdaq listing requirements and rules. Mr. Huff is not considered independent because he is an employee of Reata, and Dr. Stone is not considered independent because of a transaction with the Company described in “Certain Relationships and Related-Party Transactions.”Reata. Under NASDAQNasdaq rules, the Board’s determination of a director’s independence considers objective tests, such as whether the director is, or has been within the last three years, an employee of the Company and whether the director or any of his family members has engaged in certain types of business dealings with the Company. Additionally, under NASDAQNasdaq 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.

Under the listing requirements and rules of NASDAQ, independent directors must comprise a majority of our Board as a listed company within a specified period after the completion of an initial public offering. In addition, the rules of NASDAQNasdaq 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 Securities Exchange Act of 1934, or 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 undertaken a review of its composition, the composition of its committees and the independence of each director. Based upon information requested from and provided by each director concerning his background, employment and affiliations, including family relationships, our Board has determined that James E. Bass, R. Kent McGaughy, Jr., Jack B. Nielsen and William E. Rose, representing a majority of our directors, do not have any relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the applicable rulesMessrs. McClellan and regulations of the SECRose and the listing requirements of NASDAQ. Our Board also determined that Mr. Bass, Mr. McGaughy, Jr., Mr. NielsenMses. Oliger and Mr. Rose,Ruff, who comprise our audit committee, Messrs. Edwards, McClellan, McGaughy, Nielsen and Rose, who comprise our compensation committee, and Mr. Bass, Mr. McGaughy, Jr.Messrs. Edwards and Mr. Nielsen 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.Nasdaq. Until June 10, 2021, Messrs. Edwards and Nielsen served as members of our audit committee, Mses. Oliger and Ruff served as members of our compensation committee, and Messrs. McClellan and McGaughy served as members of our nominating and corporate governance committee, at which time the membership of those three committees was restructured. The Board determined that Messrs. Edwards, McClellan, McGaughy, Rose, and Nielsen and Mses. Oliger and Ruff were independent in accordance with the standards set forth above during the time each of them served on the committees. In making this determination, our Board considered the current and prior relationships that each non-employee director has with Reataus 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 & News,” “Corporate Governance,” “Governance Documents,”Charters” on our website at www.reatapharma.com. The audit committee of our Board is responsible for overseeing the Code of Ethics and Business Conduct, and the Board must approve any waivers of the Code of Ethics and Business Conduct for any executive officersofficer or directors.director. We intend to disclose, on our website, identified above, 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,Nasdaq, our amended and restated certificate of incorporation and our second amended and restated bylaws. Our corporate governance guidelines are available under “Investors > ESG > Governance > Documents & News,” “Corporate Governance,” “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 and 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 our Investor Relations & Corporate Communications Department, at (855) 557-3282 or contact Mr. Lee M. Stern of the Trout Group,us at (646) 378-2922. However,“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 calling or by e-mail as directed undercontacting us at “Investors & News,” “Corporate> ESG > Governance” “Contact > Contact the Board,”Board” on our website at www.reatapharma.com. Upon receipt of any such communications, the correspondence will be directed to the appropriate person, including individual directors.

BOARD OF DIRECTORS AND COMMITTEES

During the fiscal year ended December 31, 2015,2021, our Board met five times. Each director, other than Ms. Ruff, 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. The Board encourages all directors to attend the annual meeting of stockholders, if practicable. All of our directors attended the Company’s 2021 annual meeting of stockholders. The Board has a standing audit committee, compensation committee and nominating and corporate governance committee. All members of the audit, compensation and nominating and corporate governance committees are non-employee directors whom the Board has determined are independent under the applicable independence standards. The board established an informal regulatory development committee and commercial committee in June 2021; these committees were formalized in 2022, and medical affairs was added to the commercial committee’s charter (which we now refer to as the commercial and medical affairs committee).

Board Leadership Structure

Our second amended and restated bylaws and our corporate governance guidelines provide our Board with flexibility to combine or separate the positions of Chairman of ourthe 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 ourthe Board, and Mr. Nielsen currently serves as the lead independent director of ourthe Board. In addition, in his role as lead independent director, Mr. Nielsen presides over the independent director sessions of the Board in which Mr. Huff, as our Chief Executive Officer, and Dr. Stone, a non-independent director, dodoes not participate, and Mr. Nielsen serves as a liaison to management on behalf of the non-employee members of the Board. After Mr. Nielsen’s retirement at the Annual Meeting, the Board will appoint a new lead independent director.

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 ourthe Board and Chief Executive Officer promotes united leadership and direction for the Company, which allows for a single, clear focus for management to execute the Company’s strategy and business plans. As Chief Executive Officer, Mr. Huff is best suited to ensure that critical business issues are brought before the Board, which enhances the Board’s ability to develop and implement business strategies.

Mr. Nielsen, asOur lead independent director provides, in connectionconjunction with the Chairman of ourthe 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 will 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 ourthe 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, to improve long-term organizational performance and enhance stockholder value. Risk management includes not only understanding Company-specific risks and the steps management implements to manage those risks, but also what level of risk is acceptable and appropriate for the Company. Management is responsible for establishing our business strategy, identifying and assessing the related risks and implementing appropriate risk management practices. The Board periodically reviews our business strategy and management’s assessment of the related riskrisks and discusses with management the appropriate level of risk for the Company. Each of our Board committees also oversees the management of riskrisks that fallsfall 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 privatelyour internal audit firm and with our Chief Financial Officer, Chief Legal Officer and Chief LegalAccounting 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. In 2022, our Board formalized the establishment of 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, R. Kent McGaughy,William D. McClellan, Jr., Jack B. Nielsen andChristy J. Oliger, William E. Rose.Rose and Shamim Ruff. Our Board has determined that Messrs. Bass, McGaughy, Jr., NielsenMcClellan and Rose and Mses. Oliger and Ruff are independent, and that, during their service on the audit committee, Messrs. Edwards and Nielsen were independent, under NASDAQNasdaq listing standards and Rule 10A-3(b)(1) of the Exchange Act. Mr. McGaughy, Jr., both individually and through CPMG, Inc., of which he is a partner, stockholder and director, directly or indirectly beneficially owns more than 10% of the shares of each of our Class A common stock and our Class B common stock. Mr. Rose, both individually and through the Estate of Edward W. Rose III, Puffin Partners, L.P. and Montrose Investments I, L.P., directly or indirectly beneficially owns more than 10% of the shares of each of our Class A common stock and our Class B common stock. Therefore, we cannot rely upon the safe harbor position of Rule 10A-3 under the Exchange Act, which provides that a person will not be deemed to be an affiliate of a company if he is not the beneficial owner, directly or indirectly, of more than 10% of a class of voting equity securities of that company. However, our Board has made an affirmative determination that each of Mr. McGaughy, Jr. and Mr. Rose is not an affiliate of the company.

The chair of our audit committee is Mr. McGaughy, Jr.McClellan. Our Board has determined that Mr. McGaughy, Jr.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 of directors 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 & News,” “Corporate Governance,” “Documents and Charters,”Charters” on our website at www.reatapharma.com. The audit committee met threeeight times in the fiscal year ended December 31, 2015.2021.

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, Jr., Nielsen and Rose are independent, and that, during their service on the compensation committee, Mses. Oliger and Ruff were independent, under NASDAQNasdaq listing standards. The chair of our compensation committee is Mr. Nielsen.

The functions of the compensation committee include:

The compensation committee customarily conducts four meetings each year. Meetings 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 Chief Financial Officer the authority to set salaries for all of our employees who are not executive officers, including newly hired employees, grant annual cash bonuses to our employees other than our executive officers up to a specified bonus pool amount, grant stock options and 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. Prior toIn 2016 no compensation consultant has been employed by eitherthrough 2020, the compensation committee engaged Radford, a business of Aon Rewards Solutions, or management.Radford, as the compensation committee’s compensation consultant. In 2021, the compensation committee engaged Frederic W. Cook & Co., Inc., or FW Cook, as the compensation committee’s compensation consultant. Each year, the compensation committee has instructed the 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. The 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 and FW Cook are independent, and that we do not have any conflicts of interest with Radford or FW Cook.

A current copy of the compensation committee charter is available under “Investors > ESG > Governance > Documents & News,” “Corporate Governance,” “Documents and Charters,”Charters” on our website at www.reatapharma.com. The compensation committee met threesix times in the fiscal year ended December 31, 2015.2021.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee consists of James E. Bass, R. Kent McGaughy, Jr. andMartin W. Edwards, M.D., Jack B. Nielsen.Nielsen, Christy J. Oliger and Shamim Ruff. Our Board has determined that Messrs. Bass, McGaughy, Jr.Edwards and Nielsen and Mses. Oliger and Ruff are independent, and that, during their service on the nominating and corporate governance committee, Messrs. McClellan and McGaughy were independent, under the current rules and regulations of the SEC and NASDAQ.Nasdaq. The chair of our nominating and corporate governance committee is Mr. Nielsen. 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 & News,” “Corporate Governance,” “Documents and Charters,”Charters” on our website at www.reatapharma.com. The nominating and corporate governance committee did not meetmet four times in the fiscal year ended December 31, 2015.2021.

Regulatory Development Committee

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

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:

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.”

EXECUTIVE 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- 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 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., each of which is a publicly traded company.  Mr. Soni graduated from Hansraj College at Delhi University in India. He is a CPA and Chartered Accountant from the Institute of Chartered Accountants of India.

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 as a member of the board of directors of Geron Corporation, a publicly traded clinical-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.

Keith W. Ward, Ph.D. is Reata’s Chief Development Officer and oversees research and development, clinical operations, regulatory affairs and project management. Dr. Ward joined Reata in July 2011. Prior to joining Reata, he developed ophthalmic pharmaceuticals and medical devices in positions of increasing responsibility for Bausch & Lomb Incorporated, including as Global Vice President of Pharmaceutical R&D, from May 2005 to June 2011. Before that, Dr. Ward held positions of increasing responsibility within GlaxoSmithKline PLC and SmithKline Beecham Pharmaceuticals. Dr. Ward earned a B.S. in Toxicology with a minor in Chemistry from Northeast Louisiana University and a Ph.D. in Toxicology from The University of North Carolina at Chapel Hill.

Jason D. Wilson is Reata’s Chief Financial Officer and oversees corporate strategy, finance, accounting and treasury, human resources, business development, investor relations and information technology. 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. Mr. Wilson holds a B.B.A. in Accounting from Henderson University and an M.B.A. from University of Central Arkansas.

Michael D. Wortley joined Reata as Chief Legal Officer in April 2015. Prior to joining Reata, Mr. Wortley was an attorney at Vinson & Elkins LLPL.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. prior to 1995,, serving as Chairman of the Board and President. He currently serves onas a member of the board of directors of Pioneer Natural Resources Company.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 Thethe University of North Carolina at Chapel Hill and a J.D. from Southern Methodist University Dedman School of Law.

EXECUTIVE COMPENSATION

We are an “emerging growth company,” as definedCompensation Discussion and Analysis

The following compensation discussion and analysis describes the material elements of compensation earned in 2021 by each of the executive officers identified below in the JOBS Act. As such,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, 2021 are:

These persons constitute our principal executive officer, our principal financial officer and our three other most highly paid executive officers serving during 2021.

Company Performance

Our performance in 2021 was affected by two major events.  On the positive side, we completed the processes necessary to allow us to seek approval in the United States of our drug omaveloxolone for treatment of a rare neurological disease, Friedreich’s ataxia, or FA.  Overshadowing this positive event, the United States Food and Drug Administration’s, or FDA, Cardiovascular and Renal Drugs Advisory Committee, or CRDAC, voted no on the question of whether another drug product, bardoxolone methyl, or bardoxolone, is effective in slowing the progression of chronic kidney disease, or CKD, caused by Alport syndrome.

In 2019, we completed Part 2 of our MOXIe clinical trial of omaveloxolone in patients with FA and reported a statistically significant improvement in modified Friedreich’s Ataxia Rating Scale. During 2020 and 2021, we provided the FDA with additional analysis and data to strengthen the results of the Part 2 of the MOXIe clinical trial. Based on a pre-NDA meeting in 2021 with the FDA, we completed the submission of an NDA filing with the FDA in March 2022 seeking marketing approval of omaveloxolone in patients with FA.

In 2020, we completed the second year of the Phase 3 portion of the CARDINAL trial of bardoxolone in patients with CKD caused by Alport syndrome and reported a statistically significant increase in estimated glomerular filtration rate, or eGFR, as compared to placebo after 100 weeks of treatment and a statistically significant increase in eGFR as compared to placebo at Week 104 after the withdrawal of the drug for four weeks. We submitted an NDA filing with the FDA seeking marketing approval of bardoxolone in the United States for the treatment of patients with CKD caused by Alport syndrome in February 2021. On April 26, 2021, our NDA was accepted for filing by the FDA. On December 8, 2021, the CRDAC voted no on the question of whether the provided evidence demonstrated that bardoxolone is effective in slowing the progression of CKD caused by Alport syndrome. On February 25, 2022, we received a complete response letter from the FDA denying approval of bardoxolone for the treatment of patients with CKD caused by Alport syndrome.

In 2021, we made the final $80 million payment to AbbVie, Inc. in connection with the reacquisition of the development, manufacturing and commercialization rights to our Nrf2 platform originally licensed to AbbVie in 2010 and 2011.

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 with bardoxolone:

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 2021 annual meeting, our say-on-pay proposal received support from 75.9% 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. However, our compensation committee made decisions that resulted in a reduction of 2021 CEO compensation value as reported in the Summary Compensation Table by 37% compared to 2020 to recognize that 2020 CEO compensation was relatively high because our stock price was $207.20 at the time 2020 equity awards were made.  All of the CEO’s 2020 equity awards and his 2021 stock option awards are currently underwater and provide no in-the-money value, while his 2021 performance-based restricted stock unit awards have not begun vesting because the performance targets have not been met.

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 or NEOs, consistwill occur at the 2026 annual meeting of stockholders.

Compensation Philosophy and Objectives

Our compensation programs have been designed to support a long-term commitment to science and innovation which is critical to achieving our mission. Equally important is our ability to engage all of our principal employees in our mission and to create an ownership culture that encourages our employees to operate for the long term. 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. In 2021, we granted both stock options and restricted stock units to all employees, although stock options continued to be the majority of the value of the annual equity grants. We use stock options because we view them as inherently performance-based and aligned with our stockholders’ interests as no in-the-money value is delivered unless the Company’s stock price increases. 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 the development of the drug pipeline. We started incorporating restricted stock units to reduce the number of awards granted under our Second Amended and Restated Long Term Incentive Plan, or LTIP, to enhance our ability to attract highly-qualified personnel in a competitive market and because we believe that restricted stock units are part of a balanced portfolio of equity 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, 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:

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. In 2019, 2020 and 2021, a significant portion, and in 2020 and 2021 with respect to our Chief Executive Officer a majority, of the value of equity awarded to our executive officers has been performance-based, where the vesting of the awards does not begin unless and until certain performance targets have been met within a certain timeframe to prevent forfeiture of the performance-based equity award.

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 has retained the services of an independent, external compensation consultant, which compensation consultant was Radford through 2020 and FW Cook in 2021. 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 the compensation consultant’s performance and determines whether to engage the compensation consultant or another compensation consultant and has the final authority to engage and terminate the compensation consultant’s services. Our compensation committee has assessed the independence of FW Cook consistent with Nasdaq listing standards and has concluded that the engagement of FW 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 the next two most highly compensatedcompensation consultant to develop compensation recommendations for the executive officers. Forofficers, based upon individual experience and breadth of knowledge, internal considerations, individual performance during the fiscal year, ended December 31, 2015,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 the 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 that our NEOs are:compensation practices are competitive in the marketplace. In order to evaluate the level of compensation for our named executive officers, our compensation committee, using information provided by the compensation consultant, established a peer group of publicly traded companies in the biopharmaceutical and biotechnology industries based on a balance of the following criteria:

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.

2021 Peer Group

Our 2021 peer group established in 2020 that was used to evaluate executive salaries, target bonus percentages and equity awards for 2021 was selected by the compensation committee based on Radford’s recommendation in September 2020 and is comprised of the following 21 publicly traded companies in the pharmaceutical and biotechnology industries, which recommendation was based on their stage of development and commercialization, market capitalization, and employee headcount:

Summary Compensation Table

2022 Peer Group

In 2021, the compensation committee engaged FW Cook to assist in reviewing our 2021 peer group and in suggesting revisions, as appropriate. Our 2022 peer group, which was used to evaluate executive salaries, target bonuses and equity grants for 2022, was selected by the compensation committee based on FW Cook’s recommendation in September 2021 and is comprised of the following 18 publicly traded companies in the pharmaceutical and biotechnology industries, which recommendation was based on their stage of development and commercialization, and market capitalization:

We believe that the compensation practices of our 2022 peer group provided us with appropriate compensation benchmarks for evaluating the salaries, target cash bonus percentages and equity grants our named executive officers for 2022. The changes in the peer group from 2021 to 2022 were made to remove peer group companies that were acquired or to reflect our market capitalization and employee base at the time of determination of the peer group.

Annual Performance Reviews

Our compensation committee conducts an annual performance review of our named executive officers in the fourth quarter of each year. By December, base salaries, target bonus percentages and equity awards for the

following year are approved. Bonuses awarded for 2021 were determined in December 2021 and paid in March 2022. With respect to 2022 and the years thereafter, we anticipate that the annual performance review of our named executive officers will occur early in the following year. Therefore, base salaries and target bonus percentages for 2023 are expected to be set in early 2023, the equity grant is expected to occur in early 2023, and cash bonuses for 2022 are expected to be set and paid in early 2023. 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 or shortly after the beginning of the year in question. Our compensation committee determines the amounts that will be paid to our named executive officers under our bonus plan after carefully (1) reviewing overall corporate performance against the corporate goals established for the year, which establishes the amount of the available bonus pool for all employees, including our named executive officers; (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 individual performance.

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.

2021 Base Salaries

The compensation committee engaged Radford to conduct a competitive review and analysis of our current executive compensation program relative to our 2021 peer group. Radford prepared an executive compensation assessment report that provided a competitive assessment of our executive compensation program as compared to the 2021 peer group data for 2021 base salaries, target cash bonus percentages and equity compensation.

For 2021, the base salaries for Mr. Huff, Mr. Soni, Ms. Bir, Dr. Meyer and Mr. Wortley were not increased. The compensation committee determined that the current base salaries were within an acceptable range near the 50^th percentile in salaries compared to peer companies, which percentile is one of the factors taken into consideration by the compensation committee in setting base salaries. Mr. Huff’s 2020 and 2021 base salary was below the 50^th percentile.

The following table sets forth all ofshows the compensation awarded to, earned by or granted tobase salaries for our NEOs during the fiscal years ended December 31, 2015named executive officers in 2020 and 2014.

2021:

Outstanding Equity Awards at December 31, 2015

The following table provides information regarding outstanding equity awards held by each of our NEOs as of December 31, 2015.

Annual Bonus Program

We maintainOverview

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 2021 were approved by our compensation committee in December 2020. Certain goals were added or modified by the compensation committee in February 2021, as detailed below. Corporate goals for 2021 included drug approval goals, strategic development and regulatory goals, operational goals and corporate and financial goals. Each goal is allocated a fully discretionarycertain number of points, and the achievement of 100 points by achieving a combination of goals would result in establishing a target bonus pool for all employees, including our named executive officers, of 25% of annual salaries of all employees. The achievement of more or less than 100 points results in prorating the target bonus pool with a maximum cap of 120 points (or a maximum bonus pool equal to 30% of annual salaries of all employees).

For purposes of determining the bonuses of the named executive officers, the Company achieved a combination of goals resulting in 75 points being attained in 2021. The compensation committee has the discretion to increase or decrease the bonus pool, and the final amount of the bonus pool does not determine the actual amount of any employee’s bonus, including any named executive officer.

The summarized 2021 corporate goals that were achieved, and to which 75 points were allocated and awarded, are:

1.Acceptance of the NDA for bardoxolone in CKD caused by Alport syndrome;

2.Acceptance by the EMA of an MAA for bardoxolone in CKD caused by Alport syndrome;

3.Ensure launch readiness of bardoxolone in the United States;

4.Increase disease education and awareness by the medical science liaison team to ensure certain levels of coverage, which levels of coverage were attained by the third quarter of 2021;

5.Execute 1,500 genetic tests through our KIDNEYCODE® genetic testing program by 2021 year-end;

6.Establish infrastructure and capabilities to enable commercialization in the European Union; and

7.Maintain a cash balance of at least $500 million and meet the approved budget.

The summarized 2021 corporate goals that were not achieved, and to which 105 points were allocated but not awarded, are:

8.Obtain an approval for our NEOs. Forbardoxolone in CKD caused by Alport syndrome in 2021;

9.(a) Initiation of a new pivotal trial for omaveloxolone in FA in the second half of 2021, or alternatively (b) acceptance of an NDA filing for omaveloxolone for patients with FA in the second half of 2021;

10.Acceptance by the EMA of an MAA of omaveloxolone for patients with FA in the fourth quarter of 2021;

11.Enrollment of the first patient in a Phase 2 clinical trial of RTA 901 in the fourth quarter of 2021;

12.(a) Enroll 550 patients in the FALCON trial by the end of 2021, or alternatively (b) enroll 550 patients in the FALCON trial by November 30, 2021; and

13.Execute a business development transaction that provides cash proceeds in upfront and near-term milestones during 2021 and 2022.

In February 2021, which was early in the fiscal year, endedthe compensation committee made the following additions and modifications to the December 31, 2015, Mr. Huff’s2020 goals for 2021: (a) goal number 1 (which was achieved) was added in recognition of the fact that goal number 8 would be unachievable in 2021 if the FDA accepted our NDA of bardoxolone for patients with CKD caused by Alport syndrome but decided to conduct a standard ten-month review rather than a sixth-month priority review; (b) goals 12(a) and 12(b) (which were not achieved), were revised by increasing the target patient enrollment numbers due to a planned amendment to the FALCON clinical trial protocol, moving the target date of goal 12(a) from the third quarter to the fourth quarter of 2021, and moving the target date of goal 12(b) from December to November 2021; and (c) goal number 13 (which was not achieved) was added as an incentive to continue to maintain a strong balance sheet.

All executive officers are assigned annual bonus was equal to 50%targets, expressed as a percent of his base salary, based on each executive officer’s accountability, scope of responsibilities and potential impact on performance, as well as peer group competitive data for similarly situated positions. Actual payouts are based upon achievement with respect to the target bonus for each of Dr. Meyer and Dr. Ward was equal to 37% of their respective base salaries. The actual amount of the 2015 annual bonus paid to each of our NEOs was determined in the full and absolute discretion of our compensation committee after taking into account each NEO’s level of responsibility and contribution to our financial and strategic success during the year. The determinations madeestablished corporate goals as well as any factors deemed relevant by the compensation committee with respect to any individual executive officer.

2021 Bonuses

For 2021, our compensation committee set the NEOs’ 2015annual targets for our named executive officers’ bonuses as a percent of base salary generally near the 50th percentile of our 2021 peer group, which resulted in no change to the targets from 2020, except that Mr. Soni’s and Dr. Meyer’s target bonus percentages were increased from 45% to 50% to better align with the 50th percentile of our peer group. The compensation committee utilizes these peer group benchmarks as one factor among many factors in determining the target bonus level for each named executive officer. The target bonuses, as a percentage of base salary, for the named executive officers for 2021 are set forth in the following table:

Achievement of Goals and Relationship to Compensation Awarded

The level of achievement of corporate goals and individual performance are the most heavily weighted considerations during the compensation committee’s determination of annual bonus amounts for the named executive officers. As stated above under “Annual Bonuses – Overview”, the level of attainment of the 2021 corporate goals for purposes of determining the bonuses of the named executive officers was 75 points.  The compensation committee also considers Mr. Huff’s recommendations as to the appropriate level of bonus for each named executive officer based on his assessment of their overall performance for the prior year.

For 2021, Mr. Huff and the compensation committee mutually agreed that no bonus was earned by Mr. Huff for 2021 in recognition of the Company’s stock price and clinical performance.  The compensation committee determined that bonuses for the other named executive officers would be paid at 75% of their target bonuses based on the attainment of the 2021 corporate goals at the 75 point level rather than at the 100 point level.

The 2021 bonus awards for performance in 2021 were approved as set forth in the following table:

The bonuses awarded under our 2021 annual bonus program were paid in March 2022.

Equity Compensation

Overview

As an additional component of our compensation program, executive officers have historically been eligible to be awarded equity compensation in the form of stock options. Beginning in 2021, the compensation committee added restricted stock units to the executive officer equity compensation program. The compensation committee awards stock options and restricted stock units annually to executive officers to recognize their contributions to the achievement of corporate objectives, to align their interests with those of our stockholders by creating value tied to the performance of our stock price and for retention and motivation purposes. With respect to the equity compensation granted to the named executive officers in 2021, the stock options were time-based and the restricted stock units were performance-based. The performance-based restricted stock units constituted a majority of the value of the equity grant to Mr. Huff and a substantial portion of the value of the equity grant to the other named executive officers. 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 without regard to other executives at peer companies holding comparable positions and our overall performance relative to corporate goals.

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 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 four years, including 2022, we have made the annual equity grants on the first business day of each year. We also do not have any program, plan or practice to time award dates of stock option grants to our executive officers in coordination with the release of material nonpublic information. Equity awards may occasionally be granted following a significant change in job responsibilities or to meet special retention or performance objectives.

Authority to make equity grants to executive officers rests with the compensation committee. Recommendations for equity grant guidelines are made by the compensation committee’s compensation consultant based on grant values or percentage of company for similarly situated executive positions in our peer group companies and accounting for dilution constraints. Our Chief Executive Officer recommends grants for individual executives taking into consideration those guidelines. The compensation committee then reviews and considers our Chief Executive

Officer’s recommendation and recommends the final grant amounts to a subcommittee of the compensation committee, which approves the final grant amounts. The annual equity awards to named executive officers in 2021 were both time-based awards and performance-based awards as discussed below under “2021 Annual Equity Grants”.

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 metrics. Theretargets. Our typical option awards to executive officers have a term of 10 years. Our typical annual time-based awards to executive officers (including our named executive officers)  vest and become exercisable quarterly over a period of four years. Our typical annual performance-based awards either vest 25% on the achievement of the performance target with the remainder of the award vesting quarterly thereafter over a three-year period, or vest quarterly over a four-year period, with vesting being deferred until the achievement of the performance target.  The performance target must be met within a set timeframe.

The compensation committee reviews the compensation consultant’s peer company information and awards stock options or stock options and restricted stock units, as applicable, that permit the executive officers to achieve equity value at or above competitive levels if the performance targets of the performance-based stock options or the performance-based restricted stock units, as applicable, are met.

2021 Annual Equity Grants

In December 2020, the compensation committee approved the grant of annual equity awards on January 4, 2021 for our named executive officers. These annual equity awards were granted as time-based stock options and performance-based restricted stock units to all named executive officers. In each case, the awards relate to shares of our Class A common stock. With respect to the annual equity awards, each named executive officer other than Mr. Huff received the same proportion of stock options and performance-based restricted stock units (one restricted stock unit for every two stock options). Mr. Huff received a higher proportion of performance-based restricted stock units (56% of value), resulting in a majority of the value of Mr. Huff’s equity grant being awarded in the form of performance-based restricted stock units. The time-based stock options vest quarterly over four years.

With respect to the performance-based restricted stock units granted to the named executive officers, (1) 50% of the restricted stock units will vest 25% on the date that the compensation committee makes a determination that there has previously been a commercial sale of any product by Reata, and (2) with respect to the remaining 50% of the performance-based restricted stock units, 25% of the restricted stock units will vest on the date that the compensation committee determines that the results of a phase 2 clinical trial of RTA 901 are sufficient to merit proceeding with a phase 3 clinical trial of RTA 901. In each case, the remaining unvested performance-based restricted stock units vest quarterly over the three years following the initial vesting event. In all cases, the performance standards must be met by a certain date to prevent forfeiture of the restricted stock units.  None of the performance targets had been achieved as of April 13, 2022.

The table below sets forth the annual grant of time-based stock options and performance-based restricted stock unit awards in 2021 to our named executive officers:

The exercise price of all of the stock options awarded to the named executive officers on January 4, 2021 is $121.29 per share of Class A common stock.  None of the options has in-the-money value at the April 13, 2022 closing price of $36.50.

2021 Special Performance-Based Options

In addition to the annual grant of equity awards, in 2021 Messrs. Soni, Meyer and Wortley received an additional grant of performance-based stock options.  This grant was made to compensate them, if successful, in their key roles in managing the Company’s preparation for marketing approval of bardoxolone for CKD caused by Alport syndrome and if the market price of our common stock increased over the $129.33 exercise price of the stock options.

The performance-based stock options granted to these named executive officers will vest 50% on the date the FDA grants market approval of bardoxolone for treatment of patients with CKD caused by Alport syndrome, with the remainder of the stock options vesting on the one-year anniversary date of the initial vesting date. In all cases the performance target has to be met by a certain date, to prevent forfeiture of the performance-based stock options.

The table below sets forth all performance-based stock option awards in 2021 to our named executive officers:

The exercise price of all of the stock options awarded to the named executive officers on March 2, 2021 is $129.33 per share of Class A common stock. None of these stock options has been earned, and none of these stock options has in-the-money value at the April 13, 2022 closing price of $36.50.

Compensation Changes for 2022

Base Salaries

For 2022, except for Mr. Wortley, there were no formulas usedincreases in base salaries for our other named executive officers. Mr. Wortley’s base salary was increased from $421,100 in 2021 to calculate$514,000 in 2022.

Annual Target Bonuses

For 2022, target bonuses for all named executive officers remained the amountssame as their 2021 levels.

2022 Annual Equity Awards

Our Chief Executive Officer, Mr. Huff, did not receive an annual equity grant in 2022. Mr. Huff and the compensation committee mutually agreed that Mr. Huff would not receive a 2022 annual equity grant in light of the individual bonuses paidstock price decline late in 2021 after the negative outcome at the FDA CRDAC meeting to consider our NDA of bardoxolone for the treatment of patients with CKD caused by Alport syndrome.

With respect to our NEOs in 2015.other named executive officers, the table below sets forth their annual grant of stock options and restricted stock units:

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.  

The performance-based stock options and performance-based restricted stock units vest quarterly over four years; however, the vesting is deferred until the date that both (a) the FDA has granted approval of omaveloxolone for the treatment of patients with Friedreich’s ataxia and (b) the compensation committee, upon recommendation of the Chief Executive Officer, approves the cessation of the vesting deferral. If the performance target is met, the stock options and the restricted stock units will be vested on the date of performance target is met as if the vesting had never been deferred. The performance target must be met within a certain period of time.

Employment Agreements

We have written employment agreements with each of our executive officers. The agreements are described under “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards-Employment Arrangements with Our Named Executive Officers” and “Potential Payments Upon Termination or Change in Control.” The agreements with our executive officers provide for at-will employment. Each agreement sets forth the compensation and other benefits that an executive officer is entitled to receive during employment and the severance and other benefits that an executive officer is entitled to receive in various severance scenarios and upon a change in control. We believe these employment agreements help us (i) attract highly-qualified executive officers, (ii) retain these key employees and (iii) 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 Septembereach 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 2015,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.

The retirement savings plan for which our executive officers are eligible is a tax-qualified retirement savings plan, or 401(k) Plan, pursuant to which the executive officers can contribute certain amounts of their annual compensation, subject to limits prescribed by the Internal Revenue Service. We make dollar-for-dollar matching

contributions, with a maximum annual contribution by the Company of $6,000. The value of this matching benefit for each of our named executive officers is reflected in the “All Other Compensation” column of the Summary Compensation Table. All of our employees are eligible to participate in the 401(k) Plan on the same terms as the executive officers.

Indemnification Agreements

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

Accounting Considerations

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, and a majority of the value of an equity grant to our Chief Executive Officer will be performance-based equity. The factors described above, as well as the overall compensation philosophy, are reviewed to determine the appropriate level and mix of compensation. In 2021, 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 2021, 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 2021, our corporate goals were reviewed and approved by the compensation committee 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.

As a result, we do not believe that our compensation policies and practices for our employees are reasonably likely to 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, 2021.

Submitted by the compensation committee of the Board of Directors as of April 13, 2022.

Jack B. Nielsen, Chairman

Martin W. Edwards, M.D.

R. Kent McGaughy, Jr.

William D. McClellan, Jr.

William E. Rose

Summary Compensation Table

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

Grants of Plan-Based Awards

The following table sets forth certain information regarding grants of plan-based awards to the named executive officers during 2021.

Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards

Employment Arrangements with Our Named Executive Officers

We have entered into employment agreements with each of the NEOs.named executive officers. The principal features of these employment agreements are summarized below.below in the section titled “Potential Payment Upon Termination or Change in Control.” Each agreement has an initial four yearfour-year term that will be automatically extended for successive one yearone-year periods unless either party provides written notice at least 30 days prior to the date the then current term of the agreement would otherwise end. The agreements provideinitially provided for initial annual salaries of at least $450,000, $325,000, and $300,000, respectively, for Mr. Huff, Dr. Meyer, and Dr. Ward, and target annual cash bonuses as a percentage of annual salary of 50%, 37% and 37%, respectively, for Mr. Huff, Dr. Meyer, and Dr. Ward.bonuses. The NEOsnamed executive officers are also able to participate in our equity incentive, retirement, welfare and other benefit plans generally provided to other executives. The employment agreements provide that any increase in annual base salary will become the minimum annual base salary thereafter.

Outstanding Equity Awards at December 31, 2021

The following table sets forth information concerning the outstanding equity awards held by each of the named executive officers as of December 31, 2021.