William Fairey
About William C. Fairey
William C. “Will” Fairey, age 60, has served as an independent director of Rein Therapeutics, Inc. (RNTX) since October 2023 and is the Board’s Class II nominee for a new term ending at the 2028 annual meeting if re-elected . He is currently Chair of the Nominating & Corporate Governance Committee and a member of the Compensation Committee; he is not on the Audit Committee . Fairey holds a B.S. in Biology from the University of Oregon and an M.B.A. from Saint Mary’s College of California, with a career spanning senior operating and commercial roles at MyoKardia, ChemoCentryx, and Actelion . The Board has determined he is independent under Nasdaq rules; in 2024 all incumbent directors (including Fairey) met at least the 75% attendance threshold across Board and relevant committee meetings (Board met seven times) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MyoKardia, Inc. | EVP & Chief Commercial Officer | Jan 2019 – Nov 2020 (prior to BMS acquisition Oct 2020) | Led commercial functions for late-stage assets . |
| ChemoCentryx, Inc. | EVP & Chief Operating Officer | Jan 2018 – Jan 2019 | Responsible for sales, marketing, medical affairs, market access; late-stage commercialization readiness . |
| Actelion Pharmaceuticals Ltd. | Various roles (subsidiaries included) | Jan 2001 – Dec 2017 (company acquired by J&J in 2017) | Long-tenured operating leadership in specialty pharma . |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Mirum Pharmaceuticals, Inc. (public) | Director | Since Aug 2021 | Public biopharma board experience . |
| Ascendis Pharma A/S (public) | Director | Since Aug 2022 | Public biopharma board experience . |
| Lung Therapeutics, Inc. (private; acquired by RNTX 10/2023) | Director | Aug 2021 – Oct 2023 | Served until Lung acquisition by RNTX . |
Board Governance
- Committee assignments and leadership
- Nominating & Corporate Governance Committee: Chair; members are Fairey and von Rickenbach; met once in 2024 .
- Compensation Committee: Member; chaired by Ambros; met twice in 2024 .
- Audit Committee: Not a member (members are Musso (Chair), Ambros, von Rickenbach); met four times in 2024 .
- Independence: Board determined in April 2025 that all directors except the CEO (Windsor) and former CEO (Aivado) are independent (includes Fairey) .
- Attendance: Board held 7 meetings in 2024; each incumbent director attended at least 75% of aggregate Board and applicable committee meetings; three directors attended the 2024 annual meeting .
- Structure & oversight: CEO and Chair roles are separated; all standing committees are composed of independent directors; independent directors meet in executive session at least twice per year .
- Interlocks: Compensation Committee interlocks—none reported; no member has ever been an officer/employee of the Company .
Fixed Compensation
| Component (2024 program) | Amount ($) | Notes |
|---|---|---|
| Board retainer | 35,000 | Standard non-employee director cash retainer . |
| Compensation Committee – Member fee | 10,000 | Non-chair member . |
| Nominating & Corporate Governance Committee – Chair fee | 11,250 | Chair increment . |
| Total Cash Fees (reported for 2024) | 56,250 | Matches disclosed fees earned for Fairey in 2024 . |
- Program changes: In Nov 2024, Board increased the base Board retainer to $40,000 (other committee retainers unchanged) effective under the revised program .
Performance Compensation
| Equity Element | Grant size / Value | Vesting & Terms | Notes |
|---|---|---|---|
| Annual director option (2024 program) | 2,725 options; Fairey’s 2024 “Option Awards” grant-date fair value: $8,648 | Vests in full at earlier of first anniversary or next annual meeting; 10-year term; exercise price = FMV on grant date . | Disclosed as part of 2024 director equity program . |
| One-time option grant (Dec 2024, revised program adoption) | 35,000 options to each non-employee director | Vests on first anniversary of grant; 10-year term; exercise price = FMV on grant date . | Implemented concomitant with revised program . |
- No performance-conditioned equity for directors is disclosed; director equity vests based on service time, not performance metrics .
- Anti-hedging/pledging: Directors are prohibited from short sales, hedging, and margin/pledge transactions under the Insider Trading Policy (alignment positive) .
Other Directorships & Interlocks
| Company | Type | Role | Interlock/Conflict Notes |
|---|---|---|---|
| Mirum Pharmaceuticals, Inc. | Public | Director | No RNTX-related interlock disclosed . |
| Ascendis Pharma A/S | Public | Director | No RNTX-related interlock disclosed . |
| Lung Therapeutics, Inc. | Private (acquired) | Director (former) | Ended upon RNTX acquisition in Oct 2023 . |
- Compensation Committee interlocks: None; no members have served as officers/employees of the Company .
- Related party transactions: 2023–2025 related-party activity centers on Bios Partners (a >5% holder); no transactions involving Fairey are disclosed .
Expertise & Qualifications
- Career experience: Senior commercial and operating leadership at MyoKardia (EVP/CCO), ChemoCentryx (EVP/COO), and Actelion; significant life sciences track record across rare/orphan and specialty therapeutics .
- Board qualifications: Board cites his “significant experience in the life sciences industry” and public company board experience as qualifications for RNTX’s Board .
- Governance roles: Chair of Nominating & Corporate Governance; member of Compensation Committee (independence and committee experience) .
Equity Ownership
| Measure | Amount | Detail |
|---|---|---|
| Beneficial ownership (as of 3/31/2025) | 19,107 shares | Entirely options exercisable within 60 days; <1% of shares outstanding . |
| Outstanding options (as of 12/31/2024) | 60,239 options | Aggregate director options outstanding (as of FY-end) . |
| Pledging/Hedging | Prohibited | Insider Trading Policy bans hedging and pledging by directors . |
Governance Assessment
- Positives
- Independence and governance leadership: Independent director; chairs Nominating & Corporate Governance and serves on Compensation—positions that directly influence board composition, succession planning, and pay practices .
- Attendance and engagement: Board met 7 times in 2024; each incumbent director met at least the 75% attendance threshold; committees under his purview met (Comp 2x; N&CG 1x) .
- Alignment features: Director equity uses multi-year vesting; insider policy prohibits hedging/pledging; company adopted a clawback policy aligned with Nasdaq standards in Nov 2023 (stronger recoupment posture) .
- No disclosed conflicts: No related-party transactions involving Fairey; Compensation Committee interlocks not present .
- Watch items / potential risks
- Multiple public boards: Concurrent directorships at Mirum and Ascendis increase time commitments; however, RNTX committee meeting cadence in 2024 was modest (Comp 2x; N&CG 1x) .
- Director pay structure changes: Late-2024 revisions increased cash retainer and granted a one-time 35,000-option award; while alignment-positive, investors may monitor ongoing equity grant size and grant frequency relative to peers .
Director Compensation (2024 Summary)
| Item | Amount ($) |
|---|---|
| Fees earned or paid in cash | 56,250 |
| Option awards (grant-date fair value) | 8,648 |
| Total | 64,898 |
Program detail: 2024 non-employee director cash schedule—Board retainer $35,000; committee chair/member fees: Audit $22,500/$15,000; Compensation $15,000/$10,000; Nominating & Corporate Governance $11,250/$7,500. Revised in Nov 2024: base Board retainer to $40,000; annual option grant increased to 17,500; plus a Dec 2024 one-time grant of 35,000 options vesting at one year .
Board Tenure and Election Status
| Attribute | Detail |
|---|---|
| Board class | Class II (term expires at 2025 annual meeting; nominee for term to 2028) . |
| Service start date | Director since October 2023 . |
| Board chair | Chairman: Josef H. von Rickenbach (independent) . |
Policies Relevant to Investor Alignment
- Anti-hedging/pledging: Prohibited for directors and employees (short sales, options, hedging, margin/pledge) .
- Clawback: Nasdaq-compliant policy adopted Nov 2023; applies to incentive-based compensation for executive officers upon restatement; stock-price/TSR-based excess computed via reasonable estimate if needed .
- Related-party review: Audit Committee pre-approval and annual review framework for related-person transactions ≥$120,000 .
Related Party Transactions (Context)
- 2023 Financing and April 2025 warrant exchanges/private placement involved Bios Partners-affiliated entities (a >5% stockholder), including purchase of Series X preferred and warrants; no involvement by Fairey disclosed .
RED FLAGS
- None specifically disclosed for Fairey regarding attendance shortfalls, related-party dealings, hedging/pledging, or pay anomalies. Monitor the increased director equity grant sizes implemented in late 2024 for alignment vs. potential dilution and peer benchmarking .