Report of the Audit Committee of the Board of Directors

The audit committee has reviewed and discussed the audited financial statements shallfor the fiscal year ended December31, 2019 with our management. The audit committee has also reviewed and discussed with Ernst & Young LLP, our independent registered public accounting firm for the fiscal year ended December31, 2019, the matters required to be discussed by Auditing Standard No. 1301,Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board (“PCAOB”). The audit committee has also received the written disclosures and the letter from Ernst & Young LLP required by applicable requirements of the PCAOB regarding the independent accountants’ communications with the audit committee concerning independence, and has discussed with Ernst & Young LLP the accounting firm’s independence. Based on the foregoing, the audit committee has recommended to our board of directors that the audited financial statements be included in our Annual Report on Form 10-K;

Nominating and Corporate Governance Committee

GovernanceThe nominating and Nominating Committee

Our Governance and Nominating Committeecorporate governance committee of our board of directors is composed of Hubert Birner, Ph. D., John G. Freund, M.D., Tim Hainestwodirectors: Mr.Beshar and Paul J. Hastings,Dr. Solomon, with Paul J. HastingsMr.Beshar serving as chairmanchair of the nominating and corporate governance committee. Our Board has determined that eachAll members of Hubert Birner, Ph.D., John G. Freund, M.D., Tim Hainesthe nominating and Paul J. Hastings satisfiescorporate governance committee are independent (as independence is currently defined in Rule 5605(a)(2) of the Nasdaq independence standards.listing standards). The nominating and corporate governance committee operates under a written charter adopted by the board of directors which is located on our website at https://ir.artaratx.com/.

Our Governance and Nominating Committee is responsible for,The functions of this committee include, among other things, things:

•        identifying, reviewing and evaluating candidates to serve on our board of directors;

•        determining the minimum qualifications for service on our board of directors

•        reviewing and evaluating incumbent directors and the performance of our board of directors;

•        evaluating, nominating and recommending individuals for membership on our board of directors;

•        making recommendations regarding corporate governance, the compositionmembership of our Board, identification, evaluation and nomination of director candidates and the structure and composition of committees of our Board. In addition, our Governance and Nominating Committee is responsibleboard of directors;

•        assessing the performance of the board of directors, including its committees;

•        developing a set of corporate governance guidelines for the following:combined company; and

During the year ended December 31, 2017, the Governance and Nominating Committee met one time.

Polices Governing Director Nominations

Director Nomination Process

Our Board is responsible for selecting its own members. The Board delegates the selection and nomination process to the Governance and Nominating Committee, with the expectation that other members of the BoardNominating and Governance Committee and the Nominating and Governance Committee charter.

The nominating and corporate governance committee believes that candidates for director should have certain minimum qualifications, including the ability to read and understand basic financial statements, being over 21 years of age and having the highest personal integrity and ethics. The nominating and corporate governance committee also intends to consider such factors as possessing relevant expertise upon which to be able to offer advice and guidance to management, will be requestedhaving a diverse personal background, perspective and experience, having sufficient time to take partdevote to our affairs, demonstrated excellence in his or her field, having the ability to exercise sound business judgment and having the commitment to rigorously represent the long-term interests of our stockholders. However, the nominating and corporate governance committee retains the right to modify these qualifications from time to time. Candidates for director nominees are reviewed in the processcontext of the current composition of the board of directors, the operating requirements of ArTara and the long-term interests of our stockholders. In conducting this assessment, the nominating and corporate governance committee typically considers diversity (including gender, racial and ethnic diversity), age, skills and such other factors as appropriate. it deems appropriate, given the current needs of the board of directors and our business, to maintain a balance of knowledge, experience and capability.

The Governancenominating and Nominating Committee makes recommendations tocorporate governance committee appreciates the Board regardingvalue of thoughtful board refreshment, and regularly identifies and considers qualities, skills and other director attributes that’s would enhance the size and composition of the Board. The GovernanceIn the case of incumbent directors whose terms of office are set to expire, the nominating and Nominating Committeecorporate governance committee reviews annually withthese directors’ overall service to the BoardCompany during their terms, including the composition of the Board as a whole and recommends, if necessary, measures to be taken so that the Board reflects the appropriate balance of knowledge, experience, skills, expertise and diversity required for the Board as a whole and contains at least the minimum number of meetings attended, level of participation, quality of performance and any other relationships and transactions that might impair the directors’ independence. In the case of new director candidates, the nominating and corporate governance committee also determines whether the nominee is independent directors required byfor Nasdaqpurposes, which determination is based upon applicable lawsNasdaqlisting standards, applicable SEC rules and regulations.regulations and the advice of counsel, if necessary. The Governancenominating and Nominating Committee is responsible for ensuring thatcorporate governance committee then uses its network of contacts to compile a list of potential candidates, but may also engage, if it deems appropriate, a professional search firm. The nominating and corporate governance committee conducts any appropriate and necessary inquiries into the compositionbackgrounds and qualifications of possible candidates after considering the Board accurately reflects thefunction and needs of Proteon’s businessour board of directors. The nominating and in furtherance of this goal, for proposing the addition of members and the necessary resignation of members for purposes of obtaining the appropriate members and skills. The Governance and Nominating Committee recommends, and the Board nominates, candidates to stand for election as directors.

Generally, our Governance and Nominating Committee identifies candidates for director nominees in consultation with management, through the use of search firms or other advisors, through the recommendations submitted by stockholders or through such other methods as the Governance and Nominating Committee deems to be helpful to identify candidates. Once candidates have been identified, our Governance and Nominating Committee confirms that the candidates meet all of the minimum qualifications for director nominees established by the Governance and Nominating Committee. The Governance and Nominating Committee may gather information about the candidates through interviews, detailed questionnaires, background checks or any other means that the Governance and Nominating Committee deems to be appropriate in the evaluation process. The Governance and Nominating Committee thencorporate governance committee meets as a group to discuss and evaluateconsider the candidates’ qualifications and skills of each candidate, both on an individual basis and taking into account the overall composition and needs of the Board. Based on the results of the evaluation process, the Governance and Nominating Committee recommends candidates as director nomineesthen selects a nominee for electionrecommendation to the Board for the Board’s approval.board of directors by majority vote.

Stockholders may also nominate persons to be elected as directors. The Governancenominating and Nominating Committeecorporate governance committee will consider director candidates recommended by ourstockholders. The nominating and corporate governance committee will evaluate any director nominees received from stockholders in accordance with Proteon’s bylaws. If a stockholder wishesthe same manner as recommendations received from management or members of our board

of directors. Stockholders who wish to nominate a personrecommend individuals for consideration by the nominating and corporate governance committee to become nominees for election as director, he or she must followto our board of directors may do so by delivering a written recommendation to the procedures contained in our bylaws. In evaluating candidates recommended by our stockholders, the Governancenominating and Nominating Committee applies the same criteria set forth below under “Minimum Qualifications.” To nominate a person to stand for election as a directorcorporate governance committee at the 2018 Annual Meeting of Stockholders, a stockholder must provide our Secretary with timely notice of the nomination. To be timely, the stockholder’s noticefollowing address: 1 Little West 12th Street, New York, New York 10014, Attn: Secretary. Any such submission must be delivered to or mailed and received by usprovided at least 90 days, but not earliermore than the close of business on the 120th day nor later than the close of business on the 90th day120 days, prior to the anniversary date of the previousmailing of our proxy statement for the preceding year’s annual meeting exceptof stockholder. Submissions must include (i) the full name, age, business address and residence address of each nominee, (ii) the principal occupation or employment of each such nominee, (iii) the number of shares of capital stock of the Company which are owned of record and beneficially by each such nominee (if any), (iv) such other information concerning each such nominee as would be required to be disclosed in a proxy statement soliciting proxies for the election of such nominee as a director in an election contest (even if an election contest is not involved) or that is otherwise required to be disclosed, under Section 14(a) of the Exchange Act and the rules and regulations promulgated thereunder, (v) the consent of the proposed nominee to be named as a nominee and to serve as a director if elected.

Submissions must also include (i) the annual meetingname and address of the Company stockholder on whose behalf the submission is scheduled more than 30 days before or 70 days after such anniversary date, we must receive the notice not later than the close of businessmade, as they appear on the tenth dayCompany’s books and of the beneficial owner, if any, on whose behalf the nomination is being made, (ii) a representation that such stockholder will notify the Company in writing of the class and number of such shares owned of record and beneficially as of the record date for the meeting promptly following the daylater of the record date or the date notice of the record date is first publicly disclosed, (iii) a description of any agreement, arrangement or understanding with respect to such nomination between or among such stockholder and the beneficial owner, if any, on which wewhose behalf the nomination is being made, and any of their affiliates or associates, and any others (including their names) acting in concert with any of the foregoing, and a representation that such stockholder will notify the Company in writing of any such agreement, arrangement or understanding in effect as of the record date for the meeting promptly following the later of the record date or the date notice of the record date is first provide noticepublicly disclosed, (iv) a description of any agreement, arrangement or public disclosureunderstanding (including any derivative or short positions, profit interests, options, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of such stockholder’s notice by, or on behalf of, such stockholder or any of its affiliates or associates, the meeting. The notice must includeeffect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the information required by Section 2.12(b)voting power of our bylaws.

Additional information regarding requirements forsuch stockholder, nominations for next year’s annual meeting is describedor any such beneficial owner, or any of its affiliates or associates with respect to shares of stock of the Company, and a representation that such stockholder will notify the Company in this Proxy Statement under “General Matters—Stockholder Proposals and Nominations.”

Minimum Qualifications

Our Governance and Nominating Committee will consider, among other things,writing of any such agreement, arrangement or understanding in effect as of the following qualifications, skills and attributes when recommending candidatesrecord date for the Board’s selection as nominees formeeting promptly following the Board and as candidates for appointment to the Board’s committees. The nominee shall have the highest personal and professional integrity, shall have demonstrated exceptional ability and judgment, and shall be most effective, in conjunction with the other nominees to the Board, in collectively serving the long-term interestslater of the stockholders. Board members should possess such attributes and experience as are necessary to provide a broad range of personal characteristics including diversity, management skills and business experience. Directors should be able to commitrecord date or the requisite time for preparation and attendance at regularly scheduled Board and committee meetings, as well as be able to participate in other matters necessary to ensure that good corporate governance is practiced.

In evaluating proposed director candidates, our Governance and Nominating Committee may consider, in addition to the minimum qualifications and other criteria for board membership approved by the Board from time to time, all facts and circumstances that it deems appropriate or advisable, including, among other things, diversity, not limited to race, gender or national origin, the skillsdate notice of the proposed director candidate, his or her depth and breadthrecord date is first publicly disclosed, (v) a representation that the such stockholder is a holder of professional experience or other background characteristics, his or her independence and the needsrecord of shares of the Board. We have no formal policy regarding board diversity. Our GovernanceCompany entitled to vote at the meeting and Nominating Committee’s priorityintends to appear in selecting Board members isperson or by proxy at the identification ofmeeting to nominate the person or persons who will further the interests of Proteon through his or her established record of professional accomplishment, the ability to contribute positively to the collaborative culture among board members, and professional and personal experiences and expertise relevant to our growth strategy. The Governance and Nominating Committee will consider candidates recommended by stockholders. The policy adopted by the Governance and Nominating Committee provides that candidates recommended by stockholders are given appropriate considerationspecified in the same manner as other candidates.notice, and (vi) a representation whether such stockholder intends to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Company’s outstanding capital stock required to approve the nomination and/or otherwise to solicit proxies from stockholders in support of the nomination.

CommunicationStockholder Communications with theour Board of Directors

Our board of directors has adopted a formal process by which stockholders may communicate with the board or any of its directors. Stockholders wishingwho wish to communicate with our Boardboard of directors may do so by writingsending written communications addressed to the Board or to the non-employee members of the Board as a group, at:

Proteon Therapeutics, Inc.

200our Secretary at 1 Little West 12thStreet,

Waltham, MA 02451

Attention: Secretary

The communication must prominently display the legend “BOARD COMMUNICATION” in order to indicate to the Secretary that it is a communication for the Board. Upon receiving such a communication, the New York, New York 10014, Attn: Secretary. Our Secretary will promptlyreview each communication and will forward thesuch communication to the relevant individual or group to which it is addressed. Certain items that are unrelated to the Board’s duties and responsibilities may be excluded, such as spam, junk mail and mass mailings, resumes and other forms of job inquiries, surveys and business solicitations or advertisements. The Secretary will not forward any communication determined in his good faith belief to be frivolous, unduly hostile, threatening, illegal or similarly unsuitable.

Compensation Committee Interlocks and Insider Participation

During the last completed fiscal year Scott A. Canute, Tim Haines, Jonathan Leff and Brendan O’Leary, Ph.D. served on the Compensation Committee. None of the members of our Compensation Committee has at any time during the prior fiscal year been one of our officers or employees. None of the members of the Compensation Committee during the prior fiscal year were formerly one of our officers. None of our executive officers currently serves, or in the past fiscal year has served, as a member of the board of directors or compensation committeeany of its directors to whom the communication is addressed, unless the communication contains advertisements or solicitations or is unduly hostile, threatening or similarly inappropriate. Communications deemed by the Secretary to be inappropriate for presentation will still be made available to any entity that has one or more executive officers serving on our Board or compensation committee. For a description of any transactions between us and members of our Compensation Committee and affiliates ofnon-management director upon such members, please see “Certain Relationships and Related Party Transactions.”director’s request.

Code of Business Conduct and Ethics and Corporate Governance Guidelines

We have adopted a Codethe ArTara Therapeutics, Inc.Code of Business Conduct and Ethics that applies to all of our employees, officers, directors and directors, including those officers responsible for financial reporting. Ouremployees. The Code of Business Conduct and Ethics is available on our website at www.proteontherapeutics.com under “Investors & Media” at “Corporate Governance”ir.artaratx.com.If we make any substantive amendments to the Code of Business Conduct and Ethics or by requesting a copy, free of charge, in writinggrants any waiver from our Secretary at Proteon Therapeutics, Inc., 200 West Street, Waltham, MA 02451. We intend to post on our website any amendment to, or waiver under, a provision of the Code of Business Conduct and Ethics to any executive officer or director, we will promptly disclose the nature of the amendment or waiver on our website.

Proposal 4

ADVISORY VOTE ON THE FREQUENCY OF SOLICITATION OF ADVISORY
STOCKHOLDER APPROVAL OF EXECUTIVE COMPENSATION

The Dodd-Frank Act and Section 14A of the Exchange Act enable our stockholders, at least once every six years, to indicate their preference regarding how frequently we should solicit a non-binding advisory vote on the compensation of our named executive officers as disclosed in our proxy statement. Accordingly, the Company is asking stockholders to indicate whether they would prefer an advisory vote every year, every other year or every three years. Alternatively, stockholders may abstain from casting a vote. For the reasons described below, our board of directors recommends that the stockholders select a frequency of one year.

After considering the benefits and consequences of each alternative, our board of directors recommends that the advisory vote on the compensation of the Company’s named executive officers be submitted to the stockholders every year.

Our board of directors believes that an annual advisory vote on the compensation of the Company’s named executive officers will allow stockholders to provide the board of directors with their regular direct input on the Company’s compensation philosophy, policies and practices as disclosed in the proxy statement.

While our board of directors believes that its recommendation is appropriate at this time, the stockholders are not voting to approve or disapprove that recommendation, but are instead asked to indicate their preferences, on an advisory basis, as to whether the non-binding advisory vote on the approval of the Company’s executive officer compensation practices should be held every year, every other year or every three years. The option among those choices that receives the highest number of votes from the holders of shares present by virtual attendance or represented by proxy and entitled to vote on the matter at the Annual Meeting will be deemed to be the frequency preferred by the stockholders.

Our board of directors and our compensation committee value the opinions of the stockholders in this matter and, to the extent there is any significant vote in favor of one frequency over the other options, even if less than a majority, our board of directors will consider the stockholders’ concerns and evaluate any appropriate next steps. However, because this vote is advisory and, therefore, not binding on our board of directors or the Company, our board of directors may decide that it is in the best interests of the stockholders that the Company hold an advisory vote on executive compensation more or less frequently than the option preferred by the stockholders. The vote will not be construed to create or imply any change or addition to the fiduciary duties of the Company or our board of directors.

The option of one year, two years or three years that receives the highest number of votes cast by stockholders will be the frequency of the advisory vote on executive compensation that has been selected by stockholders.

Our Board Of Directors Recommends a Vote For “1 Year” on the Frequency of Solicitation of
Advisory Stockholder Approval of Executive Compensation.

Executive Officers

The following table sets forth, for our executive officers, within four business days followingtheir ages and position held with us as of the date of such amendment or waiver.

A copy of the Corporate Governance Guidelines may also be accessed free of charge by visiting the website at www.proteontherapeutics.com under "Investors & Media" at "Corporate Governance" or by requesting a copy from our Secretary at our principal executive offices above.

EXECUTIVE OFFICERS

Below is a list of the names, ages as of April 20, 2018 and positions, and a brief account of the business experience of the individuals who serve as our executive officers.

this proxy statement:

Biographical information for Jesse Shefferman is included above with the director biographies under the caption “Information Regarding Director Nominees and Current Directors.”

Blaine Davis has served as our Chief Financial Officer since February 2020. Mr.Davis brings more than 20 years of experience in investor relations, corporate affairs, and sales and marketing at life sciences companies focused on rare diseases. Prior to joining the Company, Mr.Davis served as vice president, head of investor relations and corporate communications at Insmed, Inc. starting in July 2017. Previously, Mr.Davis held multiple executive leadership positions at Endo International plc from May 2008, including senior vice president and general manager, specialty pharmaceuticals; president of Endo Ventures Limited; and senior vice president, investor relations and corporate communications. Prior to Endo, Mr.Davis held positions in corporate and business development and investor relations at Bristol-Myers Squibb. Mr.Davis holds a Bachelor of Arts in biology and psychology with a minor in economics from Middlebury College.

Jacqueline Zummo, Ph.D., MPH, MBAhas served as our Senior Vice President, Research Operations since January 2020. Dr. Zummo joined Private ArTara in November 2017 and began serving as its vice president, clinical research medical affairs, before serving as vice president, research operations from March 2019 until the Merger. Prior to joining Private ArTara, Dr. Zummo served as assistant vice president, medical affairs at Vyera Pharmaceuticals, LLC, a privately held biopharmaceutical company, from November 2015 until September 2017. Dr. Zummo previously served as medical director at Alkermes, Inc. from 2012 until November 2015, associate director, medical affairs at Sunovion Pharmaceuticals Inc. from 2008 until 2012 and senior manager, neuroscience medical affairs at Wyeth Pharmaceuticals from 2002 until 2008. Dr. Zummo earned her B.A. from Penn State University, her MBA in healthcare marketing from Benedictine University, her MPH in epidemiology from Benedictine University, and her Ph.D. in global health sciences from Nova Southeastern University.

Julio Casoy has served as our Chief Medical Officer since January 2020, after previously serving as chief medical officer of Private ArTara from February 2019 until the Merger. Prior to joining Private ArTara, Dr. Casoy served as chief medical officer at Velocity Fund Partners, a private equity firm focused on the life sciences and healthcare services, and as chief medical officer at InClinica, a global research consulting, clinical development and manufacturing company where he oversaw all scientific activities with Velocity assets and CRO activities, both from January 2018 until January 2019. From November 2015 until July 2017, Dr. Casoy served as senior vice president of medical affairs at Turing Pharmaceuticals, a privately held pharmaceutical company. From November 2013 until November 2015, Dr. Casoy served as senior vice president clinical research and medical affairs at Popsi Cube-Fovea, a clinical research organization. From March 2014 until November 2015, Dr. Casoy served as chief medical officer at Synaerion Therapeutics, Inc., a privately held biotechnology company. Prior to Synaerion, Dr. Casoy served as vice president medical affairs at Alkermes PLC, a publicly traded pharmaceutical manufacturing and biopharmaceutical company, from August 2011 until September 2013. Dr. Casoy began his career at Wyeth Pharmaceuticals Inc., a pharmaceutical company that was subsequently acquired by Pfizer, Inc., and served in various positions of increasing responsibility during his 24 years at Wyeth, most recently serving as vice president global medical affairs, compliance / intercontinental medical director during his last six years at Wyeth. Dr. Casoy practiced medicine in internal medicine and rheumatology for six years before working in the biotechnology and pharmaceutical industries. Dr. Casoy earned his degree in internal medicine from Escola Paulista de Medicina, his master in health and hospital management from Escola de Administracao de Empresas Fundacao Getulio Vargas & Hospital das Clinicas da Universidade de Sao Paulo and his specialization in rheumatology from Escola Paulista de Medicina.

Executive Officer BiographiesCompensation

Prior to the Merger and for the year ended December31, 2019, our named executive officers, consisting of our principal executive officer and the next two most highly compensated executive officers, were:

•        Timothy P. Noyes,joined Proteon in April 2006 as our former President and Chief Executive OfficerOfficer;

•        George Eldridge, our former Senior Vice President and has also been a member ofChief Financial Officer; and

•        Steven Burke M.D., our Board since joining Proteon. From 2002 to 2006, Mr. Noyes served as Chief Operating Officer of Trine Pharmaceuticals, Inc. Before joining Trine, Mr. Noyes held several management positions with GelTex Pharmaceuticals from 1996 to 2001, prior to its acquisition by Genzyme Corporation. After the acquisition, from 2001 to 2002, he held the positions of President, Renal Division and President, GelTex Pharmaceuticals. Prior to GelTex, he worked for several years at Merck & Co. across multiple roles in its hypertension and heart failure group and managed care division, and on its Vasotec and Prilosec products. Mr. Noyes received an A.B. from Harvard College and an M.B.A. from Harvard Business School. We believe Mr. Noyes is qualified to serve as a member of our Board because of his role with us and his extensive operational knowledge of, and executive level management experience in, the biopharmaceutical industry.

Steven K. Burke, M.D., joined Proteon in August 2006 as ourformer Senior Vice President and Chief Medical Officer. Prior to joining Proteon, Dr. Burke held various roles at Genzyme Corporation from 2000 to 2006, where he served

We have also included the principal executive officer and the two most recently as Senior Vice Presidenthighly compensated officers of Medical and Regulatory Affairs and Vice President of Clinical Research. From 1994 to 2000, Dr. Burke held roles at GelTex Pharmaceuticals, including Vice President of Clinical Research and Medical Director, and before that he held positions at Glaxo. Dr. Burke received an A.B. from Harvard College and an M.D. from Cornell University Medical College. He completed a medical residency and fellowship at Brigham and Women’s Hospital and is certified byPrivate ArTara for the American Board of Internal Medicine.year ended December31, 2019 below:

•        Jesse Shefferman, our Chief Executive Officer;

George A. Eldridge joined Proteon in September 2013 as•        Jacqueline Zummo, Ph.D., MPH, MBA, our Senior Vice President, Research Operations; and

•        Julio Casoy, M.D. our Chief Medical Officer.

Mr.Shefferman, Dr. Zummo and Chief Financial Officer. Prior to joining Proteon, from 2009 to 2013, Mr. Eldridge served as a consultant to companiesDr. Casoy each became an executive officer of the Company in connection with the biotechnology industry, acting as a chief financial officer and providing advisory services. From 2006 to 2009, Mr. Eldridge was Chief Financial Officerclosing of Targanta Therapeutics Corporation until its acquisitionthe Merger in 2009 by The Medicines Company. Before working at Targanta, Mr. Eldridge served as Chief Financial Officer of Therion Biologics from 2002 to 2006. In the fourth quarter of 2006, Therion filed a petition under the federal bankruptcy laws, which was rejected. Prior to Therion Mr. Eldridge served as Chief Financial Officer of Curis, Inc. (previously Ontogeny, Inc.) and Boston Life Sciences, Inc. Prior to working in the biotechnology field, Mr. Eldridge was an investment banker at Kidder Peabody & Co, Inc. He holds a B.A. from Dartmouth College and an M.B.A. from the University of Chicago, Booth School of Business.January 2020.

Daniel P. Gottlieb joined Proteon in September 2007 and has served as our Vice President, Corporate Development since April 2015, prior to which he was Vice President, Marketing and Business Development from March 2013 until April 2015, prior to which he was the Senior Director of Marketing and Business Development from June 2010 until March 2013 and Director of Marketing and Business Development from 2007 until 2010. Prior to joining Proteon, Mr. Gottlieb served as Strategic Marketing Manager of Endovascular Products at Abbott Vascular from 2006 to 2007. Prior to that, Mr. Gottlieb spent seven years, from 1999 to 2006, at Guidant Corporation in a variety of roles, including marketing and market research, strategic planning, and business development and corporate venture investing as part of Guidant’s Compass Group. Mr. Gottlieb holds a B.A. from the University of Pennsylvania and an M.B.A. from the Tuck School of Business at Dartmouth College.

Matthew P. Kowalsky joined Proteon in May 2016 as our Vice President, Legal. Prior to joining Proteon, he served as Senior Corporate Counsel at Sanofi Genzyme from May 2015 to May 2016, supporting business development activities and marketed products for rare diseases. Mr. Kowalsky held the position of Associate General Counsel at Cubist Pharmaceuticals, Inc. from 2013 to 2015. He served as Assistant General Counsel at ARIAD Pharmaceuticals, Inc. in 2013 and Lantheus Medical Imaging, Inc. (formerly Bristol-Myers Squibb Medical Imaging, Inc.) from 2009 to 2013. Mr. Kowalsky began his legal career in the corporate and intellectual property groups of Choate, Hall & Stewart LLP. He holds a B.A. from the University of Notre Dame and a J.D. from the Notre Dame Law School. Before attending law school, he served as a surface warfare officer in the U.S. Navy.

E. Scott Toner joined Proteon in June 2015 as our Senior Vice President, Marketing. Prior to joining Proteon, from April 2014 to April 2015, Mr. Toner served as the VP Marketing and Sales of OPKO Health’s Renal Division. From January 2013 to April 2014, he served as a consultant to companies in the biotechnology industry and from March 2011 to December 2012 served as Senior Director, Marketing of Reata Pharmaceuticals. Prior to that, from March 2007 to October 2010, Mr. Toner served as Executive Director of Marketing with AMAG Pharmaceuticals. From 1985 to 2007, Mr. Toner held various roles within the domestic and international divisions of Abbott Laboratories, concentrating primarily on the nephrology and critical care therapeutic spaces. Mr. Toner holds a B.A. from Ithaca College and an M.B.A. from Drexel University.

EXECUTIVE COMPENSATION

Overview

Summary Compensation Table

The following discussion relatestable shows for the fiscal years ended 2019 and 2018, compensation awarded to or paid to, or earned by, our named executive officers and the compensation of our Chief Executive Officerprincipal executive officer and President, Timothy P. Noyes, and our next two most highly compensated persons servingofficers of Private ArTara.

____________

(1)      Salaries for Mr.Noyes, Mr.Eldridge and Dr. Burke include amounts contributed by each officer to our 401(k) plan.

(2)      The $56,250 bonus paid to Dr. Zummo represents the amount earned in 2018 and paid in 2019 for her continuous service through fiscal year 2018, in accordance with the terms of her initial employment agreement with Private ArTara.

(3)      Amounts shown reflect the grant date fair value of options awarded, determined in accordance with the Financial Accounting Standards Board, Accounting Standards Codification Topic 718, Compensation—Stock Compensation. These amounts exclude the value of estimated forfeitures. Note that the amounts reported in this column reflect the accounting cost for these stock options, and do not correspond to the actual economic value that may be received by the named executive officers from the options.

(4)      Amounts shown reflect the cash performance bonus amount paid to the named executive officer for each of fiscal year 2018 and 2019 that was earned based on Proteon’s performance. Annual cash incentive compensation earned during the year is typically paid in the following year. The $151,124 bonus paid to Mr.Eldridge in 2019 were performance awards tied to the Merger.

(5)      Amounts shown represent life insurance premiums, health insurance premiums and short-term disability insurance paid (i) by us on behalf of Mr.Noyes, Mr.Eldridge and Dr. Burke and (ii) by Private ArTara on behalf of Mr.Shefferman, Dr. Zummo and Dr. Casoy. These benefits are provided to the named executive officers on the same terms as executive officersprovided to all of our regular full-time employees in the United States. Amounts also include severance for Mr.Noyes, Mr.Eldridge and Dr. Burke.

(6)      Dr. Casoy became a full-time employee of Private ArTara in February 1, 2019 and did not receive any compensation prior to such date.

Outstanding Equity Awards as of December 31, 2017. Each year, our Compensation Committee reviews and determines the compensation of our executive officers, including our named executive officers. Our executive compensation program is designed to attract and retain a highly skilled team of key executives and to align the compensation of our executives with the interests of our stockholders by rewarding the achievement of short- and long-term strategic financial goals, which we believe serves to enhance short- and long-term value creation for our stockholders.

Elements of Executive Compensation

The compensation of our named executive officers consists of base salary, annual cash bonuses, equity awards and employee benefits that are made available to all salaried employees. Our named executive officers are also entitled to certain compensation and benefits upon certain terminations of employment and certain change of control transactions pursuant to employment agreements. In addition to the factors discussed below, the Compensation Committee also considers recommendations from Mr. Noyes, who as our Chief Executive Officer regularly discusses compensation issues regarding all salaried employees other than himself with the chairperson of the Compensation Committee and meets with our Compensation Committee to discuss these matters. Mr. Noyes also provides our Compensation Committee and Board with his evaluation of the performance of the named executive officers other than himself.

The following describes the material terms of the elements of our executive compensation program during fiscal year 2017.

Base Salaries. Base salaries for our named executive officers are determined based on the scope of each officer’s responsibilities along with his respective experience and contributions to the Company. Base salaries for our named executive officers are determined annually by our Compensation Committee, subject to review and approval by our Board. When reviewing base salaries for increase, our Compensation Committee takes factors into account such as each officer’s experience and individual performance, Proteon’s performance as a whole, data from surveys of compensation paid by comparable companies, and general industry conditions, but does not assign any specific weight to any factor. The following table sets forth base salaries for our named executive officers for the 2017 and 2018 fiscal years.

2019

The following table sets forth the stock options awardedcertain information regarding outstanding equity awards granted to our named executive officers for the 2017 fiscal year.

In addition, our named executive officers are eligible to participate in our Proteon Therapeutics, Inc. 2014 Employee Stock Purchase Plan, which we refer tothat remain outstanding as the “ESPP.” The ESPP provides an incentive to,of December31, 2019, and encourages stock ownership by, all of our eligible employees and those of our participating subsidiaries so that they may share in our growth by acquiring or increasing their share ownership. Under the ESPP, eligible employees, including our named executive officers, may purchase shares of our common stock through payroll deductions.

Benefits. We provide modest benefits to our named executive officers. These benefits and perquisites, such as participation in our 401(k) plan and basic health and welfare benefit coverage, are available to all of our eligible employees.

Employment Agreements and Change of Control Agreements. Mr. Noyes, Dr. Burke and Mr. Eldridge have entered into employment agreements with us that include severance, change of control, and restrictive covenant provisions. We believe that change of control arrangements provide our executives with security that will likely reduce any reluctance that they may have to pursue a change of control transaction that could be in the best interests of our stockholders. We also believe that reasonable severance and change of control benefits are necessary in order to attract and retain high-quality executive officers.

Summary Compensation Table

The following table sets forth information about certain compensation awarded or paid to our named executive officers for the 2015, 2016 and 2017 fiscal years.

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Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information regardingincludes outstanding equity awards held by our namedthe principal executive officer and the two most highly compensated executive officers of Private ArTara as of December 31, 2017.December31, 2019, giving retroactive effect to the Merger.

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OPTION AWARDS

Retirement Benefits

We maintain a defined contribution employee retirement plan, or 401(k) plan, for our employees. Our named executive officers are eligible to participate(1)      All of the option awards listed in the 401(k) plan ontable were granted under the same basis as our other employees.Private ArTara 2017 Equity Incentive Plan.

(2)      The 401(k) plan is intendednumber of shares under the option that have vested.

(3)      The number of shares under the option that have not vested.

(4)      Pursuant to qualify as a tax-qualified plan under Section 401(k)separation agreements with the Company, all options held by Mr.Noyes, Mr.Eldridge and Dr. Burke were cancelled for no consideration in connection with the Merger.

(5)      The share numbers and exercise prices reflected are those of options deemed to have been issued to the executive upon completion of the Internal Revenue CodeMerger in January 2020. These options were deemed to have been issued upon completion of 1986, as amended (the “Code”). The plan provides that each participant may contribute upthe Merger in exchange for options to purchase 100,000shares of Private ArTara common stock, which would have vested monthly over four years following August 1, 2018, at an exercise price of $1.75 per share awarded to the statutory limit, which was $18,000 for calendar year 2017. Participants thatexecutive by Private ArTara in 2018.

(6)      The share numbers and exercise prices reflected are 50 years or older can also make “catch-up” contributions, which in calendar year 2017 may be upthose of options deemed to an additional $6,000 abovehave been issued to the statutory limit. We may also elect to provide for discretionary profit sharing contributions, but we did not provide any such contributions in fiscal year 2017. In general, eligible compensation for purposesexecutive upon completion of the 401(k) plan includesMerger in January 2020. These options were deemed to have been issued upon completion of the Merger in exchange for options to purchase 50,000shares of Private ArTara common stock, which would have vested monthly over four years following January 1, 2019, at an employee’s earnings reportable on IRS Form W-2 subjectexercise price of $1.75 per share awarded to certain adjustmentsthe executive by Private ArTara in 2018.

(7)      The share numbers and exclusions required underexercise prices reflected are those of options deemed to have been issued to the Code.executive upon completion of the Merger in January 2020. These options were deemed to have been issued upon completion of the Merger in exchange for options to purchase 50,000shares of Private ArTara common stock, of which 22,000 (44%) of the shares vested immediately upon the date of grant, with the remaining 28,000shares which would have vested monthly in 27 approximately equal monthly increments following September 17, 2019, at an exercise price of $1.75 per share awarded to the executive by Private ArTara in 2019.

(8)      The 401(k) plan currently does not offershare numbers and exercise prices reflected are those of options deemed to have been issued to the abilityexecutive upon completion of the Merger in January 2020. These options were deemed to investhave been issued upon completion of the Merger in our securities.exchange for options to purchase 200,000shares of Private ArTara common stock, which would have vested monthly over four years following February 1, 2019, at an exercise price of $1.75 per share awarded to the executive by Private ArTara in 2019.

Employment Arrangements and Severance Agreements

Timothy Noyes Separation Agreement and Consulting Agreement

Employment Agreements

Below are written descriptions of our employment agreements with each of our named executive officers.

Timothy P. Noyes

We haveOn October1, 2014, we entered into an amended and restated employment agreement with Mr. Noyes,Mr.Noyes, which was effective upon the completion of our initial public offering, who serves as our President and Chief Executive Officer. Mr. Noyes’s employment with us is “at-will,” and the agreement does not include a specified term. The agreement providesprovided that, Mr. Noyes receives an annual base salary, initially established at $437,280 in 2014, and that he is eligible for an annual incentive bonus, with his target bonus being 50% of his base salary. The Board determines his actual bonus amount based on its assessment of the Company’s and his individual performance during the year. The agreement also provides for Mr. Noyes to participate in our benefit programs made available to our employees generally.

Under Mr. Noyes’s agreement, if his employment iswas terminated by us without cause or by reason of constructive termination (as such terms are defined in the agreement), he will bewas entitled to receive (i) cash severance equal to 12 months12months of his base salary or, in the event constructive termination (as defined in the agreement) occurs within 30 days prior to or 365 days following a corporate transaction, 18 months plus, only following a corporate transaction (as defined in the agreement), an amount equal to his bonus prorated to reflect the number of days worked during that fiscal year;and (ii) reimbursement of his COBRA premiums for up to 12 months or,12months.

On September30, 2019, we and Mr.Noyes entered into a separation agreement, setting forth the terms of Mr.Noyes’ separation from the Company. Pursuant to the separation agreement, subject to his compliance with certain continuing obligations contained in the eventseparation agreement and in the consulting agreement (as described below), we agreed to provide to Mr.Noyes the following severance benefits: (i) payment of his accrued and unpaid salary and benefits, (ii) the severance payment due to Mr.Noyes pursuant to the employment agreement, and (iii) payment in respect of COBRA premiums. In addition, under the terms of the Separation Agreement, Mr.Noyes agreed to terminate and cancel all of his outstanding stock options previously granted by us.

In connection with the execution of the separation agreement, we, certain of our subsidiaries and Mr.Noyes entered into a consulting agreement, dated effective as of October1, 2019, pursuant to which Mr.Noyes will provide consulting services to us and certain of our subsidiaries beginning October1, 2019 and continuing for a period of one year, unless earlier terminated by either party. In exchange for his consulting services, Mr.Noyes will receive a consulting fee of $500.00 per hour.

George Eldridge Separation Agreement

On October1, 2014, we entered into an amended and restated employment agreement with Mr.Noyes, which provided that, if his employment was terminated by us without cause or by reason of constructive termination occurs within 30 days prior to or 365 days following a corporate transaction (as such terms are defined in the agreement), 18 months; and 50% of any unvested stock options or unvested restricted shares (excluding certain grants) shall vest in full, accelerated to 100% if the termination occurs 30 days prior to or 365 days after a corporate transaction (as defined in the agreement). Mr. Noyes’s righthe was entitled to receive these(i) cash severance benefits isequal to 12months of his base salary or, and (ii) reimbursement of his COBRA premiums for up to twelve months.

On December20, 2019, we and Mr.Eldridge entered into a separation agreement, setting forth the terms of Mr.Eldridge’s separation from ArTara. Pursuant to the separation agreement, subject to his providing a releasecompliance with certain continuing obligations contained in the separation agreement and in the consulting agreement (as described below), we agreed to provide to Mr.Eldridge the following severance benefits: (i) payment of claimshis accrued and unpaid salary and benefits, (ii) the severance payment due to Mr.Eldridge pursuant to the employment agreement, and (iii) payment in favorrespect of COBRA premiums. In addition, under the terms of the Company.

The agreement includes a noncompetition covenant during Mr. Noyes’s employment under the agreementSeparation Agreement, Mr.Eldridge agreed to terminate and for 12 months thereafter or, in the event constructive termination (as defined in the agreement) occurs within 30 days prior to or 365 days following a corporate transaction (as defined in the agreement), 18 months thereafter. The agreement provides that we shall indemnify Mr. Noyes againstcancel all losses, damages, expenses and claims against him by reason of act or omission in connection with the performance of his duties to the fullest extent permittedoutstanding stock options previously granted by the law.us.

Steven K. Burke, M.D.M.D.Separation Agreement

WeOn October1, 2014, we have entered into an amended and restated employment agreement with Dr. Burke which was effective upon the completion of our initial public offering, to serve as our Senior Vice President and Chief Medical Officer. Dr. Burke’s employment with us is “at- will,” and the agreement does not include a specified term. The agreement providesprovided that, Dr. Burke receives an annual base salary, initially established at $378,100 in 2014, and that he is eligible for an annual incentive bonus, with his initial target bonus being 35% of his base salary. The Board determines his actual bonus amount based on its assessment of the Company’s and his individual performance during the year. The Board also determines whether to make any adjustment to Dr. Burke’s annual target bonus, currently 40% of his base salary. The agreement also provides for Dr. Burke to participate in our benefit programs made available to our employees generally.

Under Dr. Burke’s agreement, if his employment iswas terminated by us without cause or by reason of constructive termination (as thesesuch terms are defined in the agreement), he will bewas entitled to receive (i) cash severance equal to 12 months12months of his base salary or, in the event constructive termination (as defined in the agreement) occurs within 30 days prior to or 365 days following a corporate transaction (as defined in the agreement), 12 months plus an amount equal to his bonus prorated to reflect the number of days worked during that fiscal year;and (ii) reimbursement of his COBRA premiums for up to twelve months;months.

On July31, 2019, we and any unvestedDr. Burke entered into a separation agreement, setting forth the terms of Dr. Burke’s separation from the Company. Pursuant to the separation agreement, subject to his compliance with certain continuing obligations contained in the separation agreement, we agreed to provide to Dr. Burke the following severance benefits: (i) payment of his accrued and unpaid salary and benefits, (ii) the severance payment due to Dr. Burke pursuant to the employment agreement, and (iii) payment in respect of COBRA premiums. In addition, under the terms of the Separation Agreement, Dr. Burke agreed to terminate and cancel all of his outstanding stock options previously granted by us.

Shefferman, Zummo and Casoy Employment and Severance Arrangements

Jesse Shefferman

On November5, 2019, we entered into, and subsequently amended on December4, 2019, an employment agreement with Mr.Shefferman. Under the terms of the employment agreement, Mr.Shefferman is entitled to an annual base salary of $510,000, is eligible for our benefit programs, vacation benefits and medical benefits, and is entitled to an annual discretionary bonus equal to 50% of his annual base salary. Additionally, Mr.Shefferman received a special, one-time bonus of $100,000 upon completion of the Merger pursuant to his employment agreement.

Mr.Shefferman’s employment agreement provides that upon written notice, either party may terminate the employment arrangement with or unvested restricted shares (excluding certain grants) shall vestwithout cause. The agreement provides that if we terminate Mr.Shefferman’s employment without cause or if Mr.Shefferman resigns for good reason, then Mr.Shefferman will be eligible to receive (i) any unpaid base salary through the effective date of termination, (ii) his base salary for a period of 18months paid in fulla lump sum, (iii) a one-time lump sum payment equal to 12months of his bonus at 100% of target, (iv) reimbursement of all business expenses for which he is entitled, (v) reimbursement of COBRA premium costs for the same level of coverage he had during employment for 12months, (vi) pro-rata vesting of any outstanding equity awards to the extent Mr.Shefferman is not employed through the one-year anniversary of the applicable grant date of such outstanding equity awards and (vii) any unused and accrued vacation.

Jacqueline Zummo, Ph.D., MPH, MBA

On December17, 2019, we entered into an employment agreement with Dr. Zummo. Under the terms of the employment agreement, Dr. Zummo’s compensation consists of base salary of $325,000 and she is entitled to a discretionary bonus equal to 30% of her annual base salary. Dr. Zummo is also eligible for our benefit programs, vacation benefits and medical benefits.

Dr. Zummo’s employment agreement provides that upon written notice, either party may terminate the employment arrangement with or without cause. The agreement provides that if we terminate Dr. Zummo’s employment without cause or if Dr. Zummo resigns for good reason, then Dr. Zummo will be eligible to receive (i) any unpaid base salary through the effective date of termination, occurs 30 days prior(ii) her base salary for a period of nine months paid in a lump sum, (iii) a one-time lump sum payment equal to nine months of her bonus at target, (iv) reimbursement of all business expenses for which she is entitled, (v) reimbursement of any healthcare premium costs for nine months, at the same level of coverage as she had during employment, (vi) pro-rata vesting of any outstanding equity awards to the extent Dr. Zummo is not employed through the one-year anniversary of the applicable grant date of such outstanding equity awards and (vii) any unused and accrued vacation.

Julio Casoy, M.D.

On February6, 2020, we entered into an employment agreement with Dr. Casoy. Under the terms of the employment agreement, Dr. Casoy is entitled to an annual base salary of $400,000, is eligible for our benefit programs, vacation benefits and medical benefits, and is entitled to an annual discretionary bonus equal to 35% of his annual base salary.

Dr. Casoy’s employment agreement provides that upon written notice, either party may terminate the employment arrangement with or 365 days after a corporate transactionwithout cause. The agreement provides that if we terminate Dr. Casoy employment without cause (as defined in the employment agreement). or if Dr. Burke’s rightCasoy resigns for good reason, then Dr. Casoy will be eligible to receive these severance benefits(i) any unpaid base salary through the effective date of termination, (ii) his base salary for a period of nine months paid in a lump sum, (iii) a one-time lump sum payment equal to nine months of his bonus at target, (iv) reimbursement of all business expenses for which he is subjectentitled, (v) reimbursement of any healthcare premium costs for nine months, at the same level of coverage as he had during employment, (vi) pro-rata vesting of any outstanding equity awards to his providing a release of claims in favorthe extent that Dr. Casoy is not employed through the one-year anniversary of the Company.applicable grant date of such outstanding equity awards and (vii) any unused and accrued vacation.

Equity Compensation Plan Information

The agreement includes a noncompetition covenant during Dr. Burke’s employmentfollowing table summarizes our equity compensation plan information as of December31, 2019. Information is included for equity compensation plans approved by our stockholders. We do not have any equity compensation plans not approved by our stockholders:

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(1)      This table does not include the number of shares issuable upon exercise of issued and outstanding awards under the agreementArTara Subsidiary, Inc. 2017 Equity Incentive Plan (the “Private ArTara Plan”), which we assumed upon the closing of the Merger. No new awards may be issued under the Private ArTara Plan. As of January 15, 2020, a total of 219,699 shares of our common stock were reserved for issuance upon the exercise of outstanding options under the Private ArTara Plan.

(2)      As of December 31, 2019, 128,977 shares remained available for issuance under the 2014 Plan, which became effective in August 2017. The number of shares of our common stock reserved for issuance under the 2014 Plan is increased (i) from time to time by the number of shares of our common stock forfeited upon the expiration, cancellation, forfeiture, cash settlement or other termination of awards under the 2014 Incentive Plan and (ii) on January 1 of each year, by a number of shares of common stock equal to the lesser of (x) 4% of the shares of common stock outstanding at such time or (y) a number of shares as determined by our board of directors.

(3)      As of December 31, 2019, 497,427 shares were reserved for 12 months thereafter.issuance under our 2014 Employee Stock Purchase Plan, which became effective in August 2014.

401(k) Plan

In February 2020, we established a safe harbor 401(k) plan that provides eligible U.S. employees with an opportunity to save for retirement on a tax advantaged basis. Eligible employees are able to defer eligible compensation up to certain Code limits, which are updated annually. We have the ability to make matching contributions, up to a maximum of 4% of each employee’s annual salary, to the 401(k) plan. The agreement provides that we shall indemnify Dr. Burke against all losses, damages, expenses and claims against him by reason401(k) plan is intended to be qualified under Section 401(a) of act or omission in connectionthe Code, with the performancerelated trust intended to be tax exempt under Section 501(a) of his dutiesthe Code. As a tax-qualified retirement plan, contributions to the 401(k) plan are deductible by us when made, and contributions and earnings on those amounts are not generally taxable to the employees until withdrawn or distributed from the 401(k) plan.

Limitations on Liability and Indemnification Matters

Our sixth amended and restated certificate of incorporation contains provisions that limit the liability of our current and former directors for monetary damages to the fullest extent permitted by Delaware law. Delaware law provides that directors of a corporation will not be personally liable for monetary damages for any breach of fiduciary duties as directors, except liability for:

•        any breach of the law.director’s duty of loyalty to the corporation or its stockholders;

•        any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

George A. Eldridge•        unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law; or

•        any transaction from which the director derived an improper personal benefit.

This limitation of liability does not apply to liabilities arising under federal securities laws and does not affect the availability of equitable remedies such as injunctive relief or rescission.

We have entered into anOur sixth amended and restated employment agreement with Mr. Eldridge, which was effective upon the completioncertificate of our initial public offering and amended as of March 15, 2017, to serve as our Senior Vice President and Chief Financial Officer. Mr. Eldridge’s employment with us is “at-will,” and the agreement does not include a specified term. The agreement provides that Mr. Eldridge receives an annual base salary, initially established at $300,290 in 2014, and that he is eligible for an annual incentive bonus, with his initial target bonus being 35% of his base salary. The Board determines his actual bonus amount based on its assessment of the Company’s and his individual performance during the year. The Boardincorporation also determines whether to make any adjustment to Mr. Eldridge’s annual target bonus, currently 40% of his base salary. The agreement also provides for Mr. Eldridge to participate in our benefit programs made available to our employees generally.

Under Mr. Eldridge’s agreement, as amended, if his employment is terminated by us without cause or by reason of constructive termination (as these terms are defined in the agreement), he will be entitled to receive cash severance equal to 12 months of his base salary or, in the event constructive termination (as defined in the agreement) occurs within 30 days prior to or 365 days following a corporate transaction (as defined in the agreement), 12 months plus an amount equal to his bonus prorated to reflect the number of days worked during that fiscal year; reimbursement of his COBRA premiums for up to twelve months; and any unvested stock options or unvested restricted shares (excluding certain grants) shall vest in full if the termination occurs 30 days prior to or 365 days after a corporate transaction (as defined in the agreement). Mr. Eldridge’s right to receive these severance benefits is subject to his providing a release of claims in favor of the Company.

The agreement includes a noncompetition covenant during Mr. Eldridge’s employment under the agreement and for 9 or 12 months thereafter, as applicable. The agreement provides that we shallare authorized to indemnify Mr. Eldridge against all losses, damages, expensesour directors and claims against him by reason of act or omission in connection with the performance of his dutiesofficers to the fullest extent permitted by theDelaware law.

Compensation Consultant

As a part of determining compensation for Our amended and restated bylaws provide that we are required to indemnify our nameddirectors and executive officers during fiscal year 2017, the Compensation Committee engaged Arnosti Consulting, Inc., as an independent compensation consultant. Arnosti Consulting provides analysis and recommendations to the Compensation Committee regarding:

When requested, Arnosti Consulting consultants attend meetingsfullest extent permitted by Delaware law. Our amended and restated bylaws also provide that, upon satisfaction of certain conditions, we are required to advance expenses incurred by a director or executive officer in advance of the Compensation Committee,final disposition of any action or proceeding, and permit us to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in that capacity regardless of whether we would otherwise be permitted to indemnify him or her under the provisions of Delaware law. Our amended and restated bylaws also provide our board of directors with discretion to indemnify our other officers and employees when determined appropriate by our board of directors. We have entered and expect to continue to enter into agreements to indemnify our directors, executive officers and other employees as determined by the board of directors. With certain exceptions, these agreements provide for indemnification for related expenses, including, executive sessionsamong other things, attorneys’ fees, judgments, fines and settlement amounts incurred by any of these individuals in which executive compensation issuesany action or proceeding. We believe that these provisions and agreements are discussed. Arnosti Consulting reportsnecessary to attract and retain qualified persons as directors and officers. We also maintain customary directors’ and officers’ liability insurance.

The limitation of liability and indemnification provisions in our sixth amended and restated certificate of incorporation and amended and restated bylaws may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. They may also reduce the likelihood of derivative litigation against our directors and officers, even though an action, if successful, might benefit us and other stockholders. Further, a stockholder’s investment may be adversely affected to the Compensation Committee and not to management, although Arnosti Consulting meets with management for purposes of gathering information and supporting decision-making for its analyses and recommendations.

In determining to engage Arnosti Consulting, the Compensation Committee assessed the independence of Arnosti Consulting pursuant to the SEC and Nasdaq rules, taking into account the six independence factors enumerated by Nasdaq and in Rule 10C-1 under the Exchange Act, including the absence of other services provided to the Company by Arnosti Consulting, the amount of fees the Company paid to Arnosti Consulting as a percentage of Arnosti Consulting’s total revenue, the policies and procedures of Arnosti Consulting that are designed to prevent conflicts of interest, any business or personal relationship of the individual compensation advisors employed by Arnosti Consulting with an executive officer of the Company, any business or personal relationship the individual compensation advisors employed by Arnosti Consulting have with any member of the Compensation Committee, and any stock of the Company owned by Arnosti Consulting or the individual compensation advisors employed by Arnosti Consulting. The Compensation Committee affirmatively determined, based on its analysis in light of all relevant factors, including the factors listed above, that the work of Arnosti Consulting and the individual compensation advisors employed by Arnosti Consulting as compensation consultants to the Compensation Committee has not raised a conflict of interest.

DIRECTOR COMPENSATION

Under our director compensation program, we pay our non-employee directors retainers in cash. We do not pay any compensation to our President and Chief Executive Officer in connection with his service on our Board and, consequently, he is not included in the table. The compensationextent that we pay the costs of settlement and damage awards against directors and officers as required by these indemnification provisions. At present, there is no pending litigation or proceeding involving any of our directors, officers or employees for which indemnification is sought, and we are not aware of any threatened litigation that may result in claims for indemnification.

Rule 10b5-1 Sales Plans

Our directors and executive officers may adopt written plans, known as Rule 10b5-1 plans, in which they will contract with a broker to our President and Chief Executive Officer is discussed in the “Executive Compensation” section of this Proxy Statement. Each non-employee director receives a cash retainer for service on the Board and for service on each committee(s) on which the director is a member. The chairmen of the Board and of each committee receive higher retainers for such service. These fees are payable semi-annually in arrears. The fees paid to non-employee directors for service on the Board and for service on each committee of the Board on which the director is a member are as follows:

We also continue to reimburse our non-employee directors for reasonable travel and out-of-pocket expenses incurred in connection with attending Board and committee meetings.

In addition, under our director compensation program, each non-employee director elected to our Board will receive an option to purchase 13,333buy or sell shares of our common stock on a periodic basis. Under a Rule 10b5-1 plan, a broker executes trades pursuant to parameters established by the director or executive officer when entering into the plan, without further direction from them. The director or executive officer may amend a Rule 10b5-1 plan in some circumstances and may terminate a plan at any time. Our directors and executive officers also may buy or sell additional shares outside of a Rule 10b5-1 plan when they are not in possession of material nonpublic information subject to compliance with the terms of our insider trading policy.

Hedging Prohibition

As part of our insider trading policy, no officer, director, other employee or consultant may engage in short sales, transactions in put or call options, hedging transactions or other inherently speculative transactions with respect to our common stock at any time. In addition, no officer, director, other employee or consultant may margin, or make any offer to margin, or otherwise pledge as security, any of our common stock, including without limitation, borrowing against such stock, at any time.

Non-Employee Director Compensation

The following table sets forth the compensation (cash and equity) received by our non-employee directors and the non-employee directors of Private ArTara during the year ended December31, 2019. Mr.Canute, Mr.Haines, Mr.Kingsley and Mr.Leff resigned as members of our board of directors on April15, 2019. Dr. Birner, Mr.Bohlin, Dr. Freund and Mr.Hastings resigned as members of our board of directors on January9, 2020, in connection with the closing of the Merger. Each of Mr.Beshar, Dr. Braunstein, Dr. Garceau, Dr. Levy, Mr.Sargen and Dr. Solomon were awarded restricted stock units outside of the Non-Employee Director Compensation Policy (described below) in January 2020.