CNAT Conatus Pharmaceuticals Inc

Appointment of Director

Effective as of November 18, 2019, upon the recommendation of the nominating and corporate governance committee, and pursuant to the bylaws of Conatus Pharmaceuticals Inc. (the “Company”), the Board of Directors (the “Board”) of the Company appointed Kathleen D. Scott to the Board. Ms. Scott was appointed as a Class II director, with an initial term expiring at the 2021 annual meeting of stockholders of the Company and was named to serve as a member of the Board’s audit committee. Following Ms. Scott’s appointment, the Board’s audit committee will consist of William R. LaRue, David F. Hale, Daniel L. Kisner, M.D. and Ms. Scott.

Ms. Scott will participate in the Company’s non-employee director compensation program and will receive an annual retainer of $40,000 for her service on the Board. Ms. Scott will receive an additional annual retainer of $7,500 as a member of the audit committee. Upon joining the Board, Ms. Scott was granted an option to purchase 30,000 shares of common stock of the Company with an exercise price equal to the fair market value of the common stock on the date of grant, which will vest and become exercisable in substantially equal installments on each of the first three anniversaries of the date of grant. In addition, on the date of each annual meeting of stockholders of the Company, Ms. Scott will receive an option to purchase 20,000 shares of common stock of the Company, provided that she has been serving on the Board for at least six months prior to such meeting and will continue to serve on the Board immediately following such meeting, which options will vest and become exercisable on the first anniversary of the date of grant. The amended and restated non-employee director compensation program is described in further detail in, and was filed as Exhibit 10.1 to, the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission (the “SEC”) on May 5, 2017. Ms. Scott will enter into the Company’s standard indemnification agreement for directors, the form of which was filed as Exhibit 10.8 to the Company’s Registration Statement on Form S-1, initially filed with the SEC on June 14, 2013.

There are no arrangements or understandings between Ms. Scott and any other persons pursuant to which she was selected as a director, and there are no related person transactions (within the meaning of Item 404(a) of Regulation S-K) between Ms. Scott and the Company. The Board has determined that Ms. Scott meets the applicable independence requirements of The Nasdaq Stock Market LLC.