Manuel Aivado
About Manuel C. Alves Aivado, M.D., Ph.D.
Dr. Manuel C. Alves Aivado (age 55) has been a director of Rein Therapeutics, Inc. since September 2018; he served as CEO from September 2018 until his resignation effective March 11, 2024, President from September 2018 to October 2023, and previously SVP/CMO from September 2014 to September 2018. He holds an M.D. and Ph.D. from the Medical School of the University of Düsseldorf, is German board-certified in internal medicine/hematology/medical oncology, and has prior roles at Taiho Oncology and GSK as well as academic appointment at Beth Israel Deaconess/Harvard Medical School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rein Therapeutics (RNTX) | Chief Executive Officer | Sep 2018 – Mar 11, 2024 | Led company through transition; resigned as CEO but remained on board |
| Rein Therapeutics (RNTX) | President | Sep 2018 – Oct 2023 | Executive leadership |
| Rein Therapeutics (RNTX) | SVP, Chief Medical Officer | Sep 2014 – Sep 2018 | R&D leadership |
| Taiho Oncology, Inc. | VP Clinical Development & Pharmacovigilance | Mar 2012 – Sep 2014 | Clinical development |
| GlaxoSmithKline (GSK) | Senior Medical Director, Clinical Development | Oct 2006 – Mar 2012 | Clinical dev. leadership |
| Beth Israel Deaconess/Harvard Medical School | Instructor in Medicine | (prior to industry) | Academic appointment |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Stelexis BioSciences, Inc. (private) | Director | Current | Private cancer therapeutics company |
| Iterion Therapeutics (private) | Director | Current | Private clinical-stage biopharma |
| Dimericon Therapeutics AG (private) | Chairman of the Board | Current | Private biotech; chair role |
| Venture Investors Healthcare Fund | Investment Advisory Committee Member | Current | Investor advisory role |
Board Governance
- Classification and term: Class III director; term expires at the 2026 annual meeting .
- Committee assignments: No current committee memberships; Audit Committee (Ambros, Musso [Chair], von Rickenbach), Compensation Committee (Ambros [Chair], Fairey, Musso), Nominating & Corporate Governance Committee (Fairey [Chair], von Rickenbach) .
- Independence status: Not independent under Nasdaq rules due to status as former CEO; only Windsor (CEO) and Aivado are non-independent; all other directors independent (Audit per Rule 10A‑3, Comp per Rule 10C‑1) .
- Attendance: Board met 7 times in 2024; each incumbent director attended at least 75% of Board/committee meetings during their service period .
- Board leadership: Chair of the Board is Josef H. von Rickenbach; CEO and Chair roles are separated; committees are chaired by independent directors and oversee risk in respective domains .
Fixed Compensation (Director)
| Item | Policy/Amount | Notes |
|---|---|---|
| 2024 Director Cash Fees | Board retainer $35,000; Committee Chair: Audit $22,500; Comp $15,000; Nominating $11,250; Non‑Chair: Audit $15,000; Comp $10,000; Nominating $7,500 | Paid quarterly; no meeting fees |
| Revised Program (Nov 2024) | Board retainer increased to $40,000; Committee fees unchanged (Chair/Non‑Chair as above) | Increased initial/annual equity grants (see below) |
| 2024 Actual Fees – Aivado | Cash fees earned $28,132 | As director (prorated after stepping down as CEO in Mar 2024) |
| 2024 Director Option Award Value – Aivado | $6,677 (ASC 718 grant-date fair value) | Reflects director equity grants during 2024 |
| Total Director Compensation 2024 – Aivado | $34,809 | Cash + option award value |
Performance Compensation (Director Equity)
| Grant/Plan | Instrument | Shares | Exercise Price | Vesting | Grant/Expiration Details |
|---|---|---|---|---|---|
| 2024 Annual Meeting Grant (non‑employee directors) | Stock options | 2,725 | FMV on grant date | Vest in full on earlier of 1st anniversary or next annual meeting (service‑based) | Annual cycle; 10‑year term |
| New Director Initial Grant (policy) | Stock options | 5,450 | FMV | Vest over 4 years (service‑based) | 10‑year term |
| One‑time grant under revised program (Dec 2024) | Stock options | 35,000 | $2.86 | Vests in full on Dec 2, 2025 | Granted to each non‑employee director in Dec 2024; Aivado received this grant |
| Ongoing annual grant under revised program | Stock options | 17,500 | FMV | Immediately following each annual meeting; time‑based vesting per director program | Terms consistent with program |
Notes: Aivado’s Dec 2, 2024 director grant for 35,000 options vests fully on Dec 2, 2025 and expires Dec 1, 2034 .
Employment & Contracts (as Former CEO; still a director)
- Separation date: March 11, 2024; remained on the Board .
- Severance agreement (dated Sept 16, 2018): 18 months base salary continuation; COBRA premiums up to 18 months; lump‑sum equal to 1.5x 2024 target bonus; acceleration in full of unvested equity upon separation (subject to release) .
- Amounts paid in 2024 in connection with separation: $471,375 severance; $26,514 COBRA; $440,502 lump‑sum (1.5x target bonus); $47,436 unused vacation; plus $227,696 incremental fair value from option acceleration (ASC 718) .
- Restrictive covenants: Non‑compete for 1 year post‑termination; non‑solicit for 2 years .
- Clawback policy: Company adopted a Nasdaq‑compliant clawback policy in Nov 2023; applies to incentive‑based compensation for restatement periods per SEC/Nasdaq rules .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Stelexis BioSciences, Inc. | Private | Director | No related‑party transactions disclosed with RNTX |
| Iterion Therapeutics | Private | Director | No related‑party transactions disclosed with RNTX |
| Dimericon Therapeutics AG | Private | Chairman | No related‑party transactions disclosed with RNTX |
No current public company directorships for Aivado are disclosed in the proxy biography .
Expertise & Qualifications
- Medical/scientific: German board‑certified internist/hematologist/oncologist; industry leadership in clinical development and pharmacovigilance; academic teaching appointment .
- Executive leadership: Former CEO and President of RNTX with deep R&D and biopharma operating experience .
- Education: M.D. and Ph.D., University of Düsseldorf .
Equity Ownership
| Measure (as of Mar 31, 2025 unless noted) | Amount |
|---|---|
| Total beneficial ownership | 245,416 shares (1.1% of outstanding) |
| Direct common shares | 50 |
| Options exercisable within 60 days (included in beneficial ownership) | 245,366 |
| Anti‑hedging/pledging | Company policy prohibits hedging and pledging (applies to directors) |
Outstanding options detail (as of Dec 31, 2024):
| Tranche | Exercisable | Unexercisable | Exercise Price | Expiration |
|---|---|---|---|---|
| Legacy options (multiple grants; examples below) | 6,290 | — | $101.40 | 3/9/2025 |
| 7,196 | — | $115.40 | 3/1/2027 | |
| 2,870 | — | $260.00 | 7/24/2027 | |
| 11,646 | — | $67.80 | 9/5/2028 | |
| 25,001 | — | $35.00 | 4/14/2029 | |
| 20,001 | — | $13.60 | 1/30/2030 | |
| 122,001 | — | $25.80 | 6/14/2031 | |
| 56,651 | — | $9.60 | 3/29/2032 | |
| Director grant | — | 35,000 | $2.86 | 12/1/2034 (vests 12/2/2025) |
As of Dec 31, 2024, directors’ option holdings included 286,656 options for “Manual C. Alves Aivado, M.D., Ph.D.” across plans; beneficial ownership at Mar 31, 2025 reflects only those exercisable within 60 days .
Say‑on‑Pay & Shareholder Feedback (2025)
| Proposal | For | Against | Abstain | Outcome |
|---|---|---|---|---|
| Advisory approval of NEO compensation | 8,325,803 | 146,938 | 810,705 | Approved |
2025 director election: William C. Fairey elected (7,661,847 For; 1,621,599 Withheld) .
Compensation Committee Analysis (context for governance)
- Composition and leadership: Compensation Committee comprised of Reinhard J. Ambros (Chair), William C. Fairey, and Alan A. Musso; all deemed independent under Nasdaq/SEC rules; met 2 times in 2024 .
- Independent consultant: Radford engaged in Dec 2022 and Aug 2024 to provide comparative data on executive and director compensation; 2024 Board used Radford input to adjust director fees and equity awards .
- Director program adjustments: In Nov 2024, Board increased director cash retainer and materially increased option grants (one‑time 35,000 options in Dec 2024; ongoing 17,500 options annually) .
Related‑Party Transactions and Conflicts
- Policy: Written policy requiring Audit Committee review/approval of related‑person transactions >$120,000; Chair may approve between meetings; transactions must be in Company’s best interests; explicit exclusion thresholds for ordinary‑course transactions and minor interests .
- Disclosed transactions since Jan 1, 2023: 2025 warrant exchanges/private placement with entities affiliated with Bios Partners (a >5% holder); no specific related‑person transactions involving Dr. Aivado were identified in the disclosed items .
Governance Assessment
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Strengths
- Attendance and engagement: Met at least the 75% attendance threshold; Board held 7 meetings in 2024 .
- Committee independence and structure: All three standing committees chaired by independent directors; clear charters and risk oversight delineation .
- Shareholder protections: Anti‑hedging/pledging policy for directors; clawback policy compliant with Nasdaq .
-
Concerns / RED FLAGS
- Independence: Dr. Aivado is not independent under Nasdaq rules as a former CEO; this reduces independent oversight on a classified board .
- Separation economics and equity acceleration: Significant severance (salary continuation, 1.5x target bonus, COBRA, full equity acceleration) and option modification/acceleration value while remaining on the Board could present perceived alignment/conflict risks if Board decisions influence legacy awards’ economics .
- Option concentration: Large option overhang relative to common shares directly held (50 shares vs. 245,366 options currently exercisable within 60 days as of Mar 31, 2025), which may bias toward risk‑seeking/volatility preferences tied to option value .
-
Additional observations
- Director compensation inflation: Board increased director cash retainer and equity grant sizes in late 2024; while benchmarked by Radford, investors may scrutinize fee and equity increases amid ongoing losses (context: company pay‑versus‑performance shows negative TSR and net income, though not director‑specific) .
- No disclosed related‑party transactions involving Dr. Aivado; insider policy prohibits hedging/pledging, mitigating alignment risks .