Jesse Shefferman
About Jesse Shefferman
Jesse Shefferman is President, Chief Executive Officer, and Director of Protara Therapeutics, serving as CEO and board member since January 2020 following co-founding Private ArTara and leading it from November 2017 through the merger; he is 53 years old . He holds a B.A. in accounting from Gordon College and an M.B.A. with a certificate in health sector management from Duke University’s Fuqua School of Business; earlier roles include VP, Business Development at Retrophin (2014–2017), Director, Strategy & Business Development at Vertex (2012–2014), and investment banking at Barclays and Lehman Brothers . As CEO, he oversees clinical development and capital formation; 2024 corporate goals used for his bonus included Phase 2 NMIBC and LM milestones, FDA alignment on registrational path, initiation of IV Choline Chloride Phase 2, and successful capital raises (overall achievement 125%) . He also led advancement of TARA-002 with interim Phase 2 efficacy in NMIBC disclosed in April 2025, and emphasized competitive 12‑month complete response rates in BCG‑Unresponsive and BCG‑Naïve cohorts .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Private ArTara (ArTara Subsidiary, Inc.) | Co‑founder; Chief Executive Officer; Director | Nov 2017–Jan 2020 | Built rare disease/cancer pipeline; led reverse merger into Protara |
| Retrophin, Inc. | Vice President, Head of Business Development | Mar 2014–Oct 2017 | BD execution in rare diseases; portfolio expansion |
| Vertex Pharmaceuticals, Inc. | Director, Strategy & Business Development | Sep 2012–Mar 2014 | Corporate strategy and BD in biopharma |
| Barclays plc; Lehman Brothers Inc. | Investment Banker | Not disclosed | Transaction execution, capital markets experience |
External Roles
No other public company board roles for Mr. Shefferman were disclosed; he serves on Protara’s board as a Class III director through the 2026 annual meeting .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 607,882 | 632,342 |
| Target Bonus (% of Base) | 55% (in place since 2022) | 55% |
| Actual Annual Bonus Paid ($) | 341,351 | 432,919 |
| All Other Compensation ($) | 65,849 | 71,288 |
Notes:
- 2024 base salaries effective Jan 1: CEO $629,720; target bonus 55% .
- 2024 bonus for CEO based entirely on corporate goals; overall achievement approved at 125% .
Performance Compensation
Annual Incentive Plan – 2024 Corporate Objectives and Outcome
| Component | Target | Actual | Payout Basis | Vesting/Timing |
|---|---|---|---|---|
| Corporate goals (clinical, regulatory, financing) | 100% of CEO bonus tied to corporate goals | Overall achievement 125% | CEO bonus determined solely on corporate achievement | Paid in 2025 upon board approval |
Key corporate goal elements in 2024:
- Phase 2 NMIBC enrollment and interim results; FDA alignment on registrational design; LM progress; initiation of IV Choline Chloride Phase 2; capital raises; CEO’s bonus wholly tied to these goals .
Equity Awards – Grants and Vesting
| Grant Type | Grant Date | Shares/Units | Exercise Price | Expiration | Vesting Terms |
|---|---|---|---|---|---|
| Stock Options | Jan 19, 2024 | 357,000 | $1.91 | Jan 18, 2034 | 25% at 1‑year; then 1/48 monthly over 3 years |
| RSUs | Jan 19, 2024 | 59,000 | N/A | N/A | Three equal annual installments over 3 years |
| RSUs (outstanding) | Jan 3, 2022 | 14,099; MV $74,443 at 12/31/24 | N/A | N/A | Three equal annual installments |
| RSUs (outstanding) | Jan 19, 2023 | 34,199; MV $180,571 at 12/31/24 | N/A | N/A | Three equal annual installments |
Historic option awards outstanding (selected):
- 2020 grants: 111,250 (strike $30.00) and 111,250 (strike $27.42), fully vested exercisable .
- 2021 grant: 197,791 exercisable and 4,209 unexercisable at strike $19.82 .
- 2022 grant: 184,843 exercisable and 68,657 unexercisable at strike $6.90 .
- 2023 grant: 147,343 exercisable and 160,157 unexercisable at strike $3.02 .
Plan safeguards:
- Double‑trigger acceleration; repricing prohibition; clawback applicability; minimum one‑year vesting except limited exceptions; no tax gross‑ups .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 1,796,528 shares; 4.5% of outstanding as of April 16, 2025 |
| Vested vs Unvested (Options) | See outstanding option breakdown above; multiple grants with both exercisable and unexercisable portions |
| Vested vs Unvested (RSUs) | Unvested RSUs outstanding from 2022, 2023, 2024 grants with disclosed market values at 12/31/24 |
| Hedging/Pledging | Company prohibits hedging and pledging; officers/directors may not short, use options, or pledge/margin company stock |
| Trading Plans | May use Rule 10b5‑1 plans subject to insider trading policy |
Employment Terms
| Term | Key Provisions |
|---|---|
| Employment Agreement | CEO agreement originally dated Nov 5, 2019; amended Dec 4, 2019; effective on merger close Jan 9, 2020 |
| Base Salary | Initially $510,000 post‑merger; increased to $654,888 for 2025 |
| Target Bonus | 50% post‑merger; increased to 55% beginning in 2022 |
| Initial Equity | Options equal to greater of 225,000 shares or 9.0% of fully‑diluted pro‑forma shares as of closing; standard 4‑year vest |
| Special Bonus | $100,000 upon successful close of a $20,000,000 capital raise |
| Severance | Eligibility for severance upon termination without cause or for good reason; enhanced benefits in connection with change‑in‑control (double‑trigger equity acceleration via plan terms) |
| Clawback | Executive incentive‑based compensation subject to Nasdaq‑compliant clawback policy adopted Oct 30, 2023; effective Dec 1, 2023 |
| Tax Gross‑ups | None under the equity plan |
Board Governance
Board Service and Roles
- Class III director; term through 2026 annual meeting .
- Not independent due to CEO role; board maintains an independent Chair (Luke Beshar) and majority independent directors .
Committee Memberships (2024)
| Committee | Membership |
|---|---|
| Audit | Not a member |
| Compensation | Not a member |
| Nominating & Corporate Governance | Not a member |
| Scientific Advisory Committee | Not a member |
Additional governance context:
- Independent directors held five executive sessions in 2024; each director attended ≥75% of board/committee meetings; board met seven times; compensation committee met six times .
- CEO receives no additional director compensation .
Dual‑role implications:
- Separation of Chair and CEO is explicitly cited to reinforce independent oversight and management accountability; CEO’s non‑independence is acknowledged .
Director Compensation
- As CEO and director, Mr. Shefferman receives no incremental director compensation; NEO compensation is disclosed separately .
Compensation Committee Analysis
- 2024 compensation committee members: Cynthia Smith (Chair), Barry Flannelly, Richard Levy; all independent; Dr. Garceau served into 2025 then replaced by Dr. Levy .
- Committee retained Aon Human Capital Solutions in 2024 to advise on peer group, market pay, dilution, share utilization, incentive design; no conflicts found; committee sets CEO compensation guided by Chair evaluation; broader process reviews company performance and market data .
Say‑on‑Pay & Shareholder Feedback
- 2024 advisory vote approval ~72%; management conducted outreach to holders ≥1% of shares and enhanced disclosure on corporate performance goals per feedback .
Risk Indicators & Red Flags
- Clawback policy aligned to Nasdaq Rule 5608 (restatement‑based recovery of incentive compensation) .
- Explicit hedging and pledging prohibitions for officers/directors .
- Equity plan prohibits repricing without shareholder approval; requires minimum one‑year vesting; no tax gross‑ups .
- Related party transaction policy with audit committee oversight; conflict disclosure requirements in Code of Conduct .
Performance & Track Record
- April 2025 interim Phase 2 ADVANCED‑2 results for TARA‑002 reported strong CR rates in BCG‑Unresponsive and BCG‑Naïve cohorts; CEO highlighted competitive 12‑month durability and favorable safety profile .
Investment Implications
- Alignment: CEO bonus wholly tied to corporate goals and clinical/regulatory milestones; 125% achievement indicates aggressive execution targets met in 2024; equity compensation structured with time‑based vesting and double‑trigger CIC protection; hedging/pledging ban and clawback policy improve alignment .
- Retention and selling pressure: Large unvested option/RSU overhang with multi‑year vesting schedules (2022–2024 grants) creates retention incentives; prohibition on pledging reduces forced selling risk; Rule 10b5‑1 availability may facilitate orderly sales if adopted .
- Change‑of‑control economics: Double‑trigger acceleration and severance eligibility could influence strategic optionality but avoid single‑trigger windfalls; no tax gross‑ups reduces shareholder friction .
- Governance: Independent Chair and majority‑independent board with active committee processes; CEO not on key committees; 72% say‑on‑pay suggests room for continued shareholder engagement on pay metrics .