Reinhard Ambros
About Reinhard J. Ambros
Reinhard J. Ambros, Ph.D., age 69, has served on the Rein Therapeutics (RNTX) board since June 2013. He previously led Novartis Venture Funds (2005–2017) and held senior roles at Novartis in group strategic planning and cardiovascular/metabolic BD&L. He holds an M.S. and a Ph.D. in medicinal chemistry and pharmacology from the University of Regensburg, Germany .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Novartis Venture Funds | Global Head | 2005–2017 | Led global corporate biotech venture investing |
| Novartis AG | Head, Group Strategic Planning; Global Head, BD&L (CV/metabolic) | 1999–2005 | Corporate strategy; deal-making in CV/metabolic franchises |
| Eledon Pharmaceuticals (then “we” in ELDN filings) | Director | Since May 2009 (per filing) | Board member of a clinical-stage biotech |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Various biotechnology companies (Europe & U.S.) | Director | Current | Company states he “currently serves on the boards of several biotechnology companies” (not individually named) |
Board Governance
| Attribute | Details |
|---|---|
| Board classification | Classified board; Ambros is a Class III director, term expiring at the 2026 annual meeting |
| Independence | Board determined in April 2025 that all directors except the CEO (Windsor) and former CEO (Aivado) are independent under Nasdaq and SEC rules; Ambros is independent |
| Committee assignments | Compensation Committee (Chair); Audit Committee (member) |
| Committee activity (2024) | Audit Committee met 4x; Compensation Committee met 2x |
| Attendance | Board met 7x in 2024; each incumbent director attended at least 75% of aggregate board and committee meetings during periods served |
| Executive sessions | Independent directors meet at least twice per year |
| Say‑on‑pay result (2025 AGM) | For: 8,325,803; Against: 146,938; Abstain: 810,705 |
| Anti‑hedging/pledging | Insider Trading Policy prohibits short sales, puts/calls, hedging, margin accounts or pledges for directors and employees |
| Related‑party oversight | Audit Committee reviews/approves related person transactions; separate written policy adopted |
| Audit Committee financial expert | Board determined Audit Chair Alan Musso is the “audit committee financial expert”; all Audit members possess required financial sophistication |
Fixed Compensation
- The board revised non‑employee director pay in Nov 2024 using Radford comparative data. Board cash retainer increased; committee retainers unchanged in structure. In December 2024, each non‑employee director also received a special option grant (see Performance Compensation) .
| Component (Cash) | 2024 Program | Revised (Nov 2024) |
|---|---|---|
| Board annual cash retainer | $35,000 | $40,000 |
| Board Chair incremental | $50,000 | $50,000 |
| Audit Committee Chair / Member | $22,500 / $15,000 | $22,500 / $15,000 |
| Compensation Committee Chair / Member | $15,000 / $10,000 | $15,000 / $10,000 |
| Nominating & Governance Chair / Member | $11,250 / $7,500 | $11,250 / $7,500 |
| 2024 Director Compensation (Ambros) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $65,000 |
| Option Awards (ASC 718 grant‑date fair value) | $19,057 |
| Total | $84,057 |
Notes:
- Board held 7 meetings in 2024; ≥75% attendance by all incumbents .
Performance Compensation
- Equity vehicle: stock options at FMV exercise price; 10‑year term .
- 2024 annual grant (program): 2,725 options immediately following the annual meeting; vest in full on earlier of first anniversary or next annual meeting (time‑based) .
- Special grant (Dec 2024): 35,000 options to each non‑employee director; vest on first anniversary (time‑based) .
- Revised ongoing program: 17,500 options to each non‑employee director immediately following each annual meeting (time‑based) .
| Award | Grant Timing | Shares | Vesting | Valuation/Notes |
|---|---|---|---|---|
| Annual director option (2024 program) | Post‑2024 annual meeting | 2,725 | Full vest on earlier of 1‑year or next annual meeting (service‑based) | ASC 718 fair value included in 2024 “Option Awards” ($19,057 total for Ambros across 2024 grants) |
| Special option (program revision) | December 2024 | 35,000 | Vest on first anniversary (service‑based) | Granted to each non‑employee director |
| Annual director option (revised program) | Post‑annual meeting (thereafter) | 17,500 | Time‑based vesting; terms same as prior program | Program terms |
No performance‑conditioned equity or director performance metrics are disclosed for non‑employee directors; grants vest based on service (time‑based) .
Other Directorships & Interlocks
- Current public company directorships: Company discloses that Ambros “currently serves on the boards of several biotechnology companies in Europe and the U.S.” without listing names .
- Prior public company roles: Director at Eledon Pharmaceuticals (per ELDN filings) .
- Compensation Committee interlocks: None. No executive officer of RNTX serves on the board or comp committee of any entity whose executive serves on RNTX’s Board/Compensation Committee; no Compensation Committee member (including Ambros) has been an officer or employee of the company .
Expertise & Qualifications
- Venture investing and board governance: Led Novartis Venture Funds; extensive biotech board experience .
- Strategy/transactions: Former head of group strategic planning and BD&L (CV/metabolic) at Novartis AG .
- Financial sophistication: Audit Committee members (including Ambros) possess Nasdaq‑required financial sophistication .
- Education: M.S. and Ph.D., University of Regensburg (medicinal chemistry/pharmacology) .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Outstanding | Breakdown/Notes |
|---|---|---|---|
| Reinhard J. Ambros, Ph.D. | 15,165 | * | Footnote clarifies (i) 290 shares held directly and (ii) 14,875 options exercisable within 60 days after March 31, 2025 |
| Options held (director roll‑up, as of 12/31/2024) | 52,600 | — | Total options held by Ambros as of year‑end 2024 |
Notes:
- “%” marked with “*” indicates less than 1% of outstanding shares .
- Insider Trading Policy prohibits hedging and pledging; no pledges disclosed .
Governance Assessment
- Independence and roles: Ambros is an independent director; he chairs the Compensation Committee and serves on the Audit Committee—two gatekeeper roles central to pay design, related‑party oversight, and financial reporting quality .
- Attendance and engagement: Board met seven times in 2024; all incumbents, including Ambros, met the ≥75% attendance guideline—an acceptable engagement signal for investors .
- Pay structure and incentives: Non‑employee director pay mixes cash retainer and time‑vested options; the November 2024 revision increased cash and equity levels based on Radford data, and a one‑time 35,000‑share option was granted in December 2024. Time‑based vesting aligns with market practice but lacks performance linkage; investors should monitor for any further upward ratcheting of board pay .
- Ownership alignment: Ambros’ beneficial ownership is modest (<1%), with 14,875 options currently exercisable (as of March 31, 2025) and 52,600 total options held at 12/31/2024. Anti‑hedging/anti‑pledging provisions reduce misalignment risks .
- Conflicts and related‑party exposure: No Ambros‑specific related transactions disclosed; Audit Committee and a formal related‑person transaction policy provide process safeguards. Note that Novartis AG is cited among fibrosis competitors, and Ambros’ prior Novartis affiliations are historic (ended 2017), with current independence reaffirmed—risk appears mitigated .
- Shareholder signals: 2025 say‑on‑pay advisory vote received strong support in share counts (For 8.33M vs. Against 0.15M), a positive governance sentiment marker for the board .
RED FLAGS to monitor:
- Upward shift in director compensation levels (cash and equity) in late 2024; continue to assess magnitude vs. peers and pay structure quality (time‑based options vs. RSUs/DSUs) .
- Concentration of ownership and financing transactions centered on Bios Partners (board‑level oversight via Audit/Comp committees remains important, though no Ambros‑specific conflicts disclosed) .
- Company‑level going‑concern and control environment risks (not director‑specific): material weaknesses in ICFR were noted at the company level; Audit Committee oversight is critical .