Josef von Rickenbach
About Josef H. von Rickenbach
Josef H. von Rickenbach (age 70) is Chairman of the Board at Rein Therapeutics, Inc. (RNTX). He has served on the Board since June 2019 and is currently an independent director serving on the Audit Committee and the Nominating & Corporate Governance Committee. He holds an MBA from Harvard Business School and a B.A. in business economics from the University of Lucerne, Switzerland. He founded Parexel International, serving as director, chairman, and CEO from 1983 until its 2017 sale to Pamplona Capital; he co‑founded HelioVision (CEO 2017–2019), and served as a director at SPACs NextGen Acquisition Corporation (2020–2021) and NextGen Acquisition Corp. II (2021) until their mergers.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Parexel International Corporation | Founder; Director, Chairman & CEO | 1983–Sep 2017 | Led global CRO growth and ultimate sale to Pamplona Capital Management |
| HelioVision, Inc. | Co‑founder; President & CEO | Apr 2017–Feb 2019 | Built biotech platform; acquired by Aldeyra Therapeutics |
| NextGen Acquisition Corporation (SPAC) | Director | Oct 2020–Aug 2021 | Served through merger with Xos Inc. |
| NextGen Acquisition Corp. II (SPAC) | Director | Mar 2021–Dec 2021 | Served through merger with Virgin Holdings, Inc. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Stet Vision LLC | Managing Director | Since Dec 2018 | Life sciences business advisory firm |
| Other current public company boards | — | — | None disclosed in the past five years aside from RNTX; prior SPAC roles ended in 2021 |
Board Governance
| Item | Detail |
|---|---|
| Board class/term | Class III director; term expires at the 2026 annual meeting |
| Board leadership | Chair of the Board; CEO and Chair roles separated |
| Independence | Board determined in April 2025 that all directors other than the current and former CEO are independent (includes von Rickenbach) |
| Attendance | Board held 7 meetings in 2024; all incumbent directors attended ≥75% of Board and committee meetings |
| Executive sessions | Independent directors meet at least twice per year per guidelines |
Committee assignments and activity (2024):
- Audit Committee: Member (Chair: Alan A. Musso); met 4x; responsibilities include oversight of auditor independence, ICFR, and related‑party transactions; Audit Committee report signed by Ambros, Musso, and von Rickenbach recommending inclusion of audited financials in the 10‑K .
- Nominating & Corporate Governance Committee: Member (Chair: William C. Fairey); met 1x; oversees director nominations, governance principles, and annual Board self‑evaluation .
- Compensation Committee: Not a member (current members: Ambros [Chair], Fairey, Musso; met 2x) .
Governance structure signals:
- Classified board (three classes with staggered three‑year terms) remains in place .
Fixed Compensation
2024 director compensation (actual):
| Director | Fees Earned or Paid in Cash ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| Josef H. von Rickenbach | 107,500 | 19,057 | 126,557 |
Revised non‑employee director compensation program (approved Nov 2024):
- One‑time option grant: In Dec 2024, each non‑employee director received an option for 35,000 shares; vests on the first anniversary of grant .
- Ongoing annual grant: Each non‑employee director with ≥6 months service will receive an option for 17,500 shares immediately following the annual meeting (vesting terms unchanged from 2024 program) .
- Cash retainers and committee fees under revised program: | Role | Base | Incremental Chair | Incremental Non‑Chair | |---|---:|---:|---:| | Board of Directors | $40,000 | $50,000 | — | | Audit Committee | — | $22,500 | $15,000 | | Compensation Committee | — | $15,000 | $10,000 | | Nominating & Corporate Governance Committee | — | $11,250 | $7,500 |
Performance Compensation
Option‑based compensation (structure and 2024 amounts):
- 2024 equity compensation (grant date fair value): $19,057 in option awards for von Rickenbach .
- December 2024 one‑time grant: 35,000 options; vests on first anniversary of grant .
- Annual post‑meeting grant: 17,500 options to each eligible non‑employee director immediately following the annual meeting (vesting terms unchanged from 2024 program) .
- Options held as of year‑end 2024: 49,850 options in aggregate for von Rickenbach .
No performance metrics or PSU/TSR structures are disclosed for director equity; director equity is delivered as options with time‑based vesting .
Other Directorships & Interlocks
| Company | Role | Status/Timing | Interlocks/Notes |
|---|---|---|---|
| NextGen Acquisition Corporation (SPAC) | Director | Oct 2020–Aug 2021 | Served through merger with Xos Inc.; no RNTX related‑party linkage disclosed |
| NextGen Acquisition Corp. II (SPAC) | Director | Mar 2021–Dec 2021 | Served through merger with Virgin Holdings, Inc.; no RNTX related‑party linkage disclosed |
Related‑party oversight and exposure:
- The Audit Committee reviews and approves related‑person transactions per written policy; transactions since 2023 primarily involved Bios Partners in warrant exchanges and a 2025 private placement. No related‑party transactions involving von Rickenbach are disclosed .
Expertise & Qualifications
- Founder/CEO experience in global clinical services (Parexel) and biotech company formation (HelioVision) .
- Capital markets/SPAC oversight experience (NextGen SPAC boards) .
- Governance: current independent Chair; service on Audit and Nominating & Corporate Governance committees .
- Education: MBA (Harvard); B.A. Business Economics (University of Lucerne) .
Equity Ownership
Beneficial ownership as of March 31, 2025:
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Breakdown/Notes |
|---|---|---|---|
| Josef H. von Rickenbach | 27,579 | <1% | 15,454 shares held directly; 12,125 shares issuable upon exercise of options within 60 days |
Additional ownership and policy context:
- Company shares outstanding used in calculation: 21,992,387 as of March 31, 2025 .
- Options outstanding (all) for von Rickenbach as of Dec 31, 2024: 49,850 .
- Anti‑hedging/pledging: Insider trading policy prohibits directors from short sales, puts/calls, hedging, and holding Company shares in margin accounts or as pledges .
- No pledging by von Rickenbach is disclosed in the proxy .
Governance Assessment
Positives for investor confidence:
- Independent Chair with separation from CEO; serves on Audit (financial oversight) and Nominating & Corporate Governance (board composition) committees .
- Board determined independence (April 2025) and reported ≥75% attendance for all incumbents in 2024; Audit Committee provided its 2024 report to include audited financials in the 10‑K .
- Anti‑hedging/pledging policy in force; Audit Committee charged with related‑party approvals under a formal policy .
Watch items / potential red flags:
- Classified (staggered) board structure remains in place, which some investors view as limiting near‑term accountability .
- Board revised director compensation upward in Nov 2024 (higher cash retainers and increased equity grant sizes, including a one‑time 35,000‑share option grant in Dec 2024), which increases equity overhang; monitor alignment versus performance and dilution over time .
- Individual ownership is <1% of outstanding shares; alignment mostly via option‑based incentives and board service rather than sizable open‑market holdings .