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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
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Effective August 31, 2017, the board of directors of Conatus Pharmaceuticals
Inc. (the “Company”) appointed Keith W. Marshall, Ph.D., M.B.A., as the Company’s Executive Vice President, Chief
Operating Officer and Chief Financial Officer. Dr. Marshall will also serve as the Company’s Principal Financial Officer,
replacing Steven J. Mento, Ph.D., the Company’s President and Chief Executive Officer, who has served as acting Principal
Financial Officer since March 31, 2017. A copy of the press release announcing Dr. Marshall’s appointment is attached hereto
as Exhibit 99.1.
Dr. Marshall has been Chief Financial Officer and Head of Corporate
Development since 2015 at Torque Therapeutics, where his responsibilities included finance, operations, human resources, corporate
strategy and business development. He served as Managing Director and Advisor in Healthcare Investment Banking from 2012 to 2014
at GCA Savvian Advisors, where he provided strategic counsel to healthcare companies, and continued from 2014 to 2015 at TAG Healthcare
Advisors under an alliance with GCA Savvian. Dr. Marshall was Managing Director from 2011 to 2012 at Sagent Advisors; Managing
Director, Co-founder, and Chief Financial Officer from 2008 to 2011 at Montgomery, Marshall Healthcare Partners; Managing Director
of Healthcare Investment Banking from 2003 to 2008 at Montgomery & Co.; and Associate in Healthcare Investment Banking from
2001 to 2003 at JPMorgan H&Q with additional responsibilities at JPMorgan Partners.
Dr. Marshall previously worked as a Research Associate from 1990
to 1993 at ImmuLogic Pharmaceutical Corporation, where he performed research under a collaboration with Merck around inhibition
of MHC Class II molecules for autoimmune disease therapy. He holds an M.B.A. with concentrations in Finance, Strategy, and Entrepreneurship
from the University of Chicago – Booth School of Business; a Ph.D. in Pharmaceutical Chemistry from the University of California,
San Francisco; and an A.B. in Biology from Washington University in St. Louis.
In connection with the commencement of his employment, the Company
entered into an employment agreement (the “Employment Agreement”) with Dr. Marshall, dated August 31, 2017, pursuant
to which he will receive an annual base salary of $405,000, which amount is subject to annual review by and at the sole discretion
of the Company’s board of directors or its designee. Dr. Marshall will also be eligible to earn an annual cash performance
bonus equal to up to 40% of his then-current annual base salary. The annual cash performance bonus will be based on his and/or
the Company’s attainment of financial or other operating criteria established by the Company’s board of directors or
its designee, as determined by the Company’s board of directors or its designee. Dr. Marshall’s annual bonus for 2017
shall in no event be less than his “target” annual bonus for 2017, pro-rated for the portion of 2017 following his
commencement of employment. Dr. Marshall is also entitled to reimbursement for reasonable relocation expenses and temporary housing
in the San Diego, California area, plus a tax gross-up for any taxes Dr. Marshall is required to pay resulting from such relocation
reimbursements, up to an aggregate of $75,000 in relocation reimbursements and related tax gross-ups.
Pursuant to the Employment Agreement, if the Company terminates Dr.
Marshall’s employment without cause (as defined in the Employment Agreement) or he resigns for good reason (as defined in
the Employment Agreement), he will be entitled to the following payments and benefits: (1) his fully earned but unpaid base salary
through the date of termination at the rate then in effect, plus all other amounts under any compensation plan or practice to which
she is entitled; (2) a lump sum cash payment in an amount equal to his monthly base salary as in effect immediately prior to the
date of termination for the twelve-month period following the date of termination; and (3) continuation of health benefits for
a period of twelve months following the date of termination.
The Employment Agreement also provides that Dr. Marshall’s
stock awards will immediately vest and become exercisable: (1) in the event of a change of control, (A) as to 50% of the then-unvested
and outstanding portion of such stock awards on the date of such change of control, and (B) as to the remaining 50% of the then-unvested
stock awards on the first to occur of (i) the first anniversary of the change of control or (ii) the date of his termination of
employment without cause or for good reason; and (2) in the event his employment is terminated by the Company other than for cause
or by him for good reason, as to the number of stock awards that would have vested over the 12-month period following termination
had he remained continuously employed by us during such period.
Pursuant to the terms of the Employment Agreement, in connection
with his commencement of employment, on August 31, 2017, the Company’s compensation committee of the board of directors approved
the grant of options to purchase 525,000 shares of the Company’s common stock to Dr. Marshall. The stock options have an
exercise price per share equal to the closing price of the Company’s common stock on the NASDAQ Stock Market on the grant
date. The stock options will vest over a four-year period, with 25% of the options vesting on the first anniversary of the date
of grant and the remainder of the options vesting monthly over the subsequent three years, subject to Dr. Marshall’s continued
service with the Company through the applicable vesting dates. In addition, the stock options granted to Dr. Marshall will be subject
to accelerated vesting in connection with certain qualifying terminations of service or a change in control of the Company, as
described in the Employment Agreement. The stock options have a term of ten years from the grant date. The grant was made as an
inducement that was a material component of Dr. Marshall’s compensation and acceptance of employment with the Company and
was granted as an employment inducement award pursuant to NASDAQ Listing Rule 5635(c)(4). The stock options were granted to Dr.
Marshall pursuant to a Non-Qualified Inducement Stock Option Grant Notice and Stock Option Agreement, dated August 31, 2017, between
the Company and Dr. Marshall (the “Inducement Option Agreement”).
The foregoing description of the Employment Agreement and the Inducement
Option Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment
Agreement and the Inducement Option Agreement, which are filed herewith as Exhibits 10.1 and 10.2, respectively, and are incorporated
herein by reference.
There are no family relationships between Dr. Marshall and any director
or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed
pursuant to Item 404(a) of Regulation S-K.