Brian Windsor
About Brian Windsor
Brian Windsor, Ph.D., is President, Chief Executive Officer and a Class I director of Rein Therapeutics (RNTX) since March 11, 2024; previously President & COO from October 31, 2023. He holds a B.S. and Ph.D. in molecular biology from The University of Texas at Austin and is age 59 as of May 12, 2025 . RNTX is a clinical-stage company with no product revenue to date, and Windsor’s tenure has focused on advancing development; the company reports negative net income and TSR over recent periods .
Financial performance snapshots:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Value of $100 Investment (TSR) | $(78.95) | $(72.92) | $(79.57) |
| Net Income (Loss) ($mm) | $(27.3) | $(15.7) | $(62.9) |
Quarterly operating performance:
| Metric | Q2 2024 | Q3 2024 | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|---|---|
| EBITDA ($) | $(9,035,000)* | $(6,071,000)* | $(5,797,000)* | $(5,593,250)* | $(6,870,500)* | $(5,492,000)* |
| Net Income ($) | $(8,942,000)* | $(5,847,000)* | $(40,981,000)* | $(5,501,000)* | $(6,822,000)* | $(5,581,000)* |
Values retrieved from S&P Global.*
In addition, RNTX discloses it has not generated product sales and does not expect product revenue in the foreseeable future .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Lung Therapeutics, Inc. | President, CEO, Director | Jul 2013 – Oct 2023 | Led development and served as CEO/Director prior to Lung Acquisition . |
| TFF Pharmaceuticals, Inc. | Director; Chief Science Officer | Sep 2019 – Mar 2022 | Board and scientific leadership at public biopharma spun out from Lung . |
| Enavail, LLC | President | Nov 2009 – Mar 2013 | Oversaw pharmaceutical manufacturing and drug development . |
| Emergent Technologies, Inc. | Managing Director/President for ten portfolio companies | Prior to 2009 | Directed portfolio company management in venture creation . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| TFF Pharmaceuticals, Inc. | Director; Chief Science Officer | Sep 2019 – Mar 2022 | Public company role; consulting 2018–2022 . |
Fixed Compensation
| Year | Salary ($) | Target Bonus % | Actual Bonus Paid ($) | Option Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2023 | $85,256 | 45% | $204,375 | — | $10 | $289,642 |
| 2024 | $506,250 | 50% (increased Nov 2024) | $227,812 (awarded Jan 2025) | $24,739 | $19,358 | $778,159 |
- Current base salary: $575,000 effective December 1, 2024 .
- Compensation program uses market benchmarking (Radford), corporate and individual performance; bonuses are discretionary .
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual | Payout Timing | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Bonus (2024) | Corporate and individual performance (discretionary) | N/A | 50% of base | $227,812 | Jan 2025 | N/A |
| Annual Cash Bonus (2023) | Corporate and individual performance (discretionary) | N/A | 45% of base | $204,375 | Feb 2024 | N/A |
| Stock Options (Grant) | Service-based vesting | N/A | 517,500 options | Grant-date FV $24,739 (2024 total options FV) | Granted Dec 2, 2024 | 25% on Dec 2, 2025; then monthly through Dec 2, 2028 |
Selected legacy performance vesting condition: 10/10/2017 options have remaining vesting upon the first to occur of (i) change of control with specified valuation per share or (ii) completion of an offering above valuation thresholds .
Equity Ownership & Alignment
- Beneficial ownership (as of March 31, 2025): 882,942 shares; 3.9% of outstanding (21,992,387 shares) .
- No formal executive equity ownership guidelines; equity incentives used to align interests .
- Anti-hedging and pledging: Hedging, short sales, margin accounts and pledges are prohibited; pledging could be approved only with CFO and Audit Committee approval; blackout periods apply around earnings and corporate events .
Outstanding and recent equity awards (selected):
| Type | Exercisable (#) | Unexercisable (#) | Strike ($) | Expiration | Notes |
|---|---|---|---|---|---|
| Stock Options | 8,532 | — | $0.29 | 09/29/2025 | — |
| Stock Options | 209,469 | 43,183 | $0.70 | 10/09/2027 | Legacy vesting includes CIC/valuation condition . |
| Stock Options | 34,736 | — | $0.70 | 03/14/2028 | — |
| Stock Options | 317,613 | — | $1.17 | 02/25/2030 | — |
| Stock Options | 139,900 | — | $1.17 | 02/25/2030 | — |
| Stock Options | 170,646 | — | $3.87 | 10/19/2033 | — |
| Stock Options (2024 grant) | — | 517,500 | $2.85 | 12/01/2034 | Vests 25% on 12/02/2025; then monthly through 12/02/2028 . |
Potential near-term selling pressure signal: 129,375 options from the 517,500 grant are scheduled to vest on December 2, 2025 (25% tranche), subject to blackout and 10b5-1 plan rules .
Employment Terms
| Item | Detail |
|---|---|
| Role dates | President & COO effective Oct 31, 2023; President & CEO effective Mar 11, 2024 . |
| Current base salary | $575,000 (effective Dec 1, 2024) . |
| Target bonus | 50% of base (2024); previously 45% . |
| Severance | If terminated without cause or resigns for good reason: 12 months’ base salary via salary continuation, subject to release . |
| Change-in-control | Windsor’s agreement disclosure does not specify CIC cash multiples; certain legacy options provide vesting acceleration upon specified CIC/valuation events . |
| Indemnification | Entered standard indemnification agreement upon appointment . |
Board Governance
| Attribute | Detail |
|---|---|
| Director class | Class I; term expires at 2027 annual meeting . |
| Independence | Not independent (serves as CEO); majority of Board otherwise independent . |
| Committee roles | Not listed as a member of Audit, Compensation, or Nominating/Corporate Governance committees . |
| Chair structure | Chairman of the Board is Josef H. von Rickenbach, separate from CEO . |
| Corporate governance practices | Independent directors meet at least twice a year in executive session; majority independence required; guidelines posted on website . |
Dual-role implications: CEO + Director with separate Chair mitigates CEO/Chair concentration; independence classifications explicitly exclude Windsor due to his executive role .
Say-on-Pay & Shareholder Feedback
| Vote (July 23, 2025 Annual Meeting) | For | Against | Abstain |
|---|---|---|---|
| Advisory vote to approve NEO compensation | 8,325,803 | 146,938 | 810,705 |
- Frequency: Stockholders previously endorsed annual say‑on‑pay (“1 Year”) at the 2023 annual meeting; Board expects annual votes until the next frequency vote (no later than 2029) .
Compensation Structure Analysis
- Increased guaranteed cash: Base salary raised from $500,000 to $575,000 effective Dec 1, 2024, and target bonus increased to 50% of salary, indicating a higher cash component amid clinical-stage losses .
- Equity mix: A new 517,500 option grant in Dec 2024 with four-year monthly vesting supports retention; legacy options include change-of-control/valuation vesting features, which can affect alignment and potential acceleration scenarios .
- Pay-for-performance: Bonuses are discretionary and tied to corporate and individual performance without explicit quantitative targets disclosed; Compensation Committee uses market data (Radford) and Board evaluation .
Risk Indicators & Policies
- Anti-hedging/short sales/derivatives prohibited; pledging prohibited except with CFO and Audit Committee approval; trading blackout periods around earnings and corporate events; 10b5‑1 plans require a 60‑day cooling-off .
- Clawback policy (Nasdaq-compliant) to recoup excess incentive compensation in the event of accounting restatement (stock-price/TSR based estimates permitted) .
Investment Implications
- Alignment: Windsor’s 3.9% beneficial stake and significant option holdings align incentives with long-term equity value; absence of formal ownership guidelines is partially offset by robust anti-hedging/pledging restrictions and clawback .
- Retention vs. selling pressure: The Dec 2024 option grant’s 25% cliff vest on Dec 2, 2025 (129,375 options) creates a calendar-based vesting event that could add supply if exercised/sold, subject to blackout and 10b5‑1 constraints .
- Pay design: Higher fixed cash (salary/target bonus) and discretionary bonus framework provide flexibility but reduce strict metric-based accountability; equity grants with standard time-based vesting emphasize retention over near-term performance triggers .
- Governance: Separation of Chair and CEO and majority independent Board reduces dual-role risk; Windsor’s non-independence is typical for CEOs; strong say‑on‑pay support in 2025 suggests investors currently accept the compensation design .