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DEF 14A 1 esperion-definitive2022pro.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

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Preliminary Proxy Statement

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

ESPERION THERAPEUTICS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

April 13, 2023

To Our Stockholders:

You are cordially invited to attend the 2023 Annual Meeting of Stockholders of Esperion Therapeutics, Inc. on Thursday, May 25, 2023, at 8:00 a.m. Eastern Time (the "Annual Meeting") to be held as a virtual meeting, which you will be able to attend, vote and submit your questions, at www.virtualshareholdermeeting.com/ESPR2023.

The Notice of 2023 Annual Meeting of Stockholders and the Proxy Statement contain details of the business to be conducted at the Annual Meeting and information you should consider when you vote your shares.

At the Annual Meeting, the agenda includes (1) the election of four directors, (2) the approval, by non-binding advisory vote, of the compensation of our named executive officers, (3) the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023, (4) the approval of an amendment to the Esperion Therapeutics, Inc. 2022 Stock Option and Incentive Plan (the "2022 Plan") to increase the aggregate number of shares of common stock authorized for issuance under the 2022 Plan by 6,250,000 shares (the “Amendment”); (5) to amend the Company's Amended and Restated Certificate of Incorporation ("Charter") to increase the authorized shares of common stock from 240,000,000 to 480,000,000; and (6) to transact any other business that properly comes before the Annual Meeting. The Board of Directors unanimously recommends that you vote FOR the election of each director nominee, FOR the advisory resolutions approving the compensation of our named executive officers, FOR the ratification of the appointment of Ernst & Young LLP, FOR the approval of the Amendment, and FOR the amendment of our Charter.

Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the meeting. Therefore, I urge you to promptly vote by submitting your proxy via the Internet at the address listed on the proxy card or by signing, dating, and returning the enclosed proxy card in the enclosed envelope. If you decide to attend the Annual Meeting, you will be able to vote in person, even if you have previously submitted your proxy.

On behalf of our Board of Directors, I would like to express our appreciation for your continued interest in the affairs of Esperion Therapeutics, Inc. I look forward to speaking with as many of our stockholders as possible at the Annual Meeting.



						Sincerely,

						Sheldon L. Koenig President and Chief Executive Officer

Esperion Therapeutics, Inc.

3891 Ranchero Drive, Suite 150

Ann Arbor, MI 48108

NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS



TIME:						8:00 a.m., Eastern Time, on Thursday, May 25, 2023
PLACE:						Virtually at www.virtualshareholdermeeting.com/ESPR2023, where you can attend the meeting and submit your questions during the meeting.
PURPOSES:
						•To elect four Class I directors, J. Martin Carroll, Sheldon L. Koenig, Stephen Rocamboli and Tracy M. Woody to hold office until the 2026 Annual Meeting of Stockholders and until their successors are duly elected and qualified, subject to their earlier resignation or removal; •To approve, on a non-binding advisory basis, the compensation of our named executive officers; •To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023; •To approve an amendment to the Esperion Therapeutics, Inc. 2022 Stock Option and Incentive Plan (the “2022 Plan”) to increase the aggregate number of shares of common stock authorized for issuance under the 2022 Plan by 6,250,000 shares; •To amend our Charter to increase the authorized shares of common stock from 240,000,000 to 480,000,000; and •To transact any other business that properly comes before the Annual Meeting (including adjournments and postponements thereof).

RECORD DATE:						Stockholders of record at the close of business on March 28, 2023 are entitled to vote at the Annual Meeting of Stockholders.
VOTING BY PROXY:						If you cannot attend the Annual Meeting of Stockholders, you may vote your shares via the Internet or by telephone by following the instructions on your proxy card and on www.proxyvote.com, or by signing, voting and returning the proxy card to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. For specific instructions on how to vote your shares, please review the instructions for each of these voting options as detailed in your Notice and in this Proxy Statement. If you attend the Annual Meeting, you may vote directly even if you have previously voted via the Internet, by telephone or by returning your proxy card.
						By Order of the Board of Directors,

						Benjamin O. Looker Corporate Secretary Ann Arbor, Michigan April 13, 2023


	Page
GENERAL INFORMATION		1
PROPOSAL ONE: ELECTION OF CLASS I DIRECTORS		4
EXECUTIVE OFFICERS		8
CORPORATE GOVERNANCE		9
PROPOSAL TWO: NON-BINDING ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION		16
PROPOSAL THREE: RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		17
PROPOSAL FOUR: APPROVAL OF AN AMENDMENT TO THE ESPERION THERAPEUTICS, INC. 2022 STOCK OPTION AND INCENTIVE PLAN		19
PROPOSAL FIVE: AMENDMENT OF OUR CHARTER TO INCREASE THE AUTHORIZED SHARES OF COMMON STOCK FROM 240,000,000 TO 480,000,000		26
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		29
EXECUTIVE OFFICER AND DIRECTOR COMPENSATION		32
RELATED PARTY TRANSACTIONS		43
TRANSACTION OF OTHER BUSINESS		43
HOUSEHOLDING		43
ADDITIONAL INFORMATION		44
ANNEX A - THE ESPERION THERAPEUTICS, INC. 2022 STOCK OPTION AND INCENTIVE PLAN AND ITS AMENDMENT		45
ANNEX B - CHARTER AMENDMENT		60


			• Annual Meeting						Esperion Investor Relations:
			• stock ownership						734-887-3903
			• voting


Board Diversity Matrix (As of April 3, 2023)
Total Number of Directors		10
	Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	2	8	—	—
Part II: Demographic Background
African American or Black	—	—	—	—
Alaskan Native or Native American	—	—	—	—
Asian	—	—	—	—
Hispanic or Latinx	—	—	—	—
Native Hawaiian or Pacific Islander	—	—	—	—
White	2	7	—	—
Two or More Races or Ethnicities	—	—	—	—
LGBTQ+	—
Did Not Disclose Demographic Background	1
Directors who are Military Veterans: 2


Fee Category	2022		2021
Audit Fees	$	727,600	$	732,600
Audit-Related Fees		40,000		36,000
Tax Fees		—		—
All Other Fees		—		—
Total	$	767,600	$	768,600


Name and Position	Stock Options		Restricted Stock Units
	Number of Shares (#)	Average Exercise Price ($)	Number of Units (#)	Dollar Value ($)(1)
Sheldon L. Koenig President and Chief Executive Officer	91,000	6.2	—	—
JoAnne Foody Chief Medical Officer	52,000	6.2	—	—
Benjamin Looker General Counsel	52,000	6.2	—	—
Named Executive Officer Group (3 persons)	195,000	6.2 (2)	—	—
Non-Executive Director Group (9 persons other than Mr. Koenig)	213,150	5.49(2)	—	—
Employee Group (other than named executive officers) (approximately 205 persons)	274,000	5.93(2)	384,900	2,435,093	(3)

(1) The valuation of stock awards is based on the grant date fair value computed in accordance with FASB ASC Topic 718. For a discussion of the assumptions used in calculating these values, see Note 13 of the notes to our financial statements in our Annual Report on Form 10-K filed with the SEC on February 21, 2023, for the fiscal year ended December 31, 2022.
(2) Represents the weighted average exercise price for the group.
(3) Represents the aggregate grant date fair value for the group.


Plan Category	Number of securities to be issued upon exercise of outstanding options and vesting of restricted stock units (#)	Weighted-average exercise price of outstanding options ($)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in first column)
Equity compensation plans approved by security holders (1)	5,656,379 (2)	19.30	3,818,528	(3)
Equity compensation plans not approved by security holders (4)	914,993	22.71	14,426
Total	6,571,372		3,832,954


	Shares beneficially owned
Name and address of beneficial owner (1)	Number		Percent
5% Stockholders
Armistice Capital Master Fund Ltd (2)		65,772,923		45.1	%
Wasatch Advisors, Inc. (3)		16,441,161		17.2	%
Deep Track Capital, L.P. / Deep Track Biotechnology Master Fund, Ltd. / David Kroin (4)		8,500,000		9.1	%
Sabby Volatility Warrant Master Fund, Ltd. / Sabby Management, LLC / Hal Mintz (5)		5,714,286		6.0	%
BlackRock, Inc. (6)		5,509,187		6.2	%
Heights Capital Management, Inc. / CVI Investments, Inc.(7)		5,500,000		5.8	%
Deerfield Mgmt, L.P. / Deerfield Management Company, L.P. / Deerfield Partners, L.P. / James E. Flynn(8)		5,000,000		5.3	%
Meditor Group Ltd / Meditor European Master Fund Ltd (9)		4,468,835		5.0	%
Named Executive Officers
Sheldon Koenig (10)		341,891		*	%
JoAnne Foody (11)		116,332		*	%
Benjamin Looker (12)		47,168		*	%
Other Directors
Antonio M. Gotto, Jr. M.D., D.Phil. (13)		108,549		*	%
Nicole Vitullo (14)		96,868		*	%
Jeffrey Berkowitz (15)		72,876		*	%
Jay P. Shepard (16)		62,149		*	%
Tracy M. Woody (17)		48,416		*	%
Alan Fuhrman (18)		45,254		*	%
Seth H.Z. Fischer (19)		24,894		*	%
Stephen Rocamboli (20)		14,922		*	%
J. Martin Carroll (21)		5,000		*	%
All directors and executive officers as a group (14 persons) (22)		1,035,087		0.6	%



Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock awards ($) (1)	Option awards ($) (2)		Non-equity incentive plan compensation ($) (3)	All other compensation ($)			Total ($)
Sheldon L. Koenig	2022	683,333	—	549,840		2,052,139	500,500	13,600	(4)		3,799,412
President and Chief Executive Officer	2021	565,909	—	1,619,698		5,427,619	150,000	13,000			7,776,226

JoAnne Foody	2022	505,000	—	132,720		627,248	249,975	16,216		(5)		1,531,159
Chief Medical Officer	2021	258,239	100,000	1,608,834		1,603,426	113,625	—				3,684,124
Benjamin Looker	2022	375,000	—	258,420		485,002	165,000	10,350	(4)		1,293,772
General Counsel


Name	2021 Base Salary ($)		2022 Base Salary ($) (1)		Increase (%)
Sheldon L. Koenig (2)		600,000		700,000		17%	(3)
JoAnne Foody (4)		505,000		505,000		—%
Benjamin Looker (5)		—		375,000		—%


2022 Corporate Base Goals	Relative Weighting (%)		Actual Achievement for 2022 (as a % of target)		Weighted Performance (%)
Achieve U.S. net sales target		50		50		25
Flawlessly execute the cardiovascular outcomes trial (CVOT) and prepare for data release, including 100% accumulation of events from our CVOT by December 31, 2022 and a definitive launch plan for the data release by the second half of 2022		30		183		55
Develop long term corporate strategic growth plan for CVOT and beyond by Q3 2022, including post CVOT market access strategy		10		100		10
Manage cash used in operations within the budgeted base operating plan		5		100		5
Advance pipeline by identifying funding for existing and potential pipeline assets		5		100		5
Approved 2022 Corporate Base Performance Level		100				100



For questions regarding						Contact


Year	Summary Compensation Table Total for First PEO		Summary Compensation Table Total for Second PEO		Compensation Actually Paid to First PEO		Compensation Actually Paid to Second PEO		Average Summary Compensation Table Total for Other NEOs		Average Compensation Actually Paid to Other NEOs		Value of Initial Fixed $100 Investment Based On Total Stockholder Return		Net Loss (in thousands)
(a)	(b)		(b)		(c)		(c)		(d)		(e)		(f)		(g)
2022	$	3,799,412	$	—	$	4,773,987	$	—	$	1,412,466	$	1,797,309	$	23.96	$	(233,659)
2021	$	7,776,226	$	8,227,286	$	2,053,198	$	1,599,226	$	3,294,885	$	856,321	$	19.23	$	(269,108)


Year	Summary Compensation Table Total for PEO 1		Equity Award Adjustments for PEO 1 (1)		Compensation Actually Paid to PEO 1		Summary Compensation Table Total for PEO 2		Equity Award Adjustments for PEO 2 (1)		Incremental Cost Adjustment for PEO 2 (2)		Compensation Actually Paid to PEO 2
2022	$	3,799,412	$	974,575	$	4,773,987	$	—	$	—	$	—	$	—
2021	$	7,776,226	$	(5,723,028)	$	2,053,198	$	8,227,286	$	(2,908,444)	$	(3,719,616)	$	1,599,226


Year	Change from Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year		Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years		Change in Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year		Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year		Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year		Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation		Total Equity Award Adjustments
PEO 1
2022	$	524,050	$	243,602	$	141,519	$	65,404	$	—	$	—	$	974,575
2021	$	(4,782,040)	$	—	$	(940,988)	$	—	$	—	$	—	$	(5,723,028)
PEO 2
2022	$	—	$	—	$	—	$	—	$	—	$	—	$	—
2021	$	(3,707,482)	$	—	$	28,166	$	3,379,913	$	(2,609,041)	$	—	$	(2,908,444)


Name	2022 Target Award (% of Base Salary)		2022 Target Award Opportunity ($)		2022 Actual Bonus Payment ($)		2022 Actual Bonus Payment (% of Target Award Opportunity)
Sheldon L. Koenig		65		455,000		500,500		110
JoAnne Foody		45		227,250		249,975		110
Benjamin Looker		40		150,000		165,000		110



		Option awards							Stock awards
Name	Grant date	Number of securities underlying unexercised options (#) exercisable		Number of securities underlying unexercised options (#) unexercisable		Option exercise price ($)		Option expiration date	Number of shares or units of stock that have not vested (#)		Market value of shares or units of stock that have not vested ($) (1)
Sheldon L. Koenig	1/28/2021 (2)		75,000		75,000		32.12	1/28/2031		—		—
	5/17/2021 (3)		45,000		75,000		20.87	5/17/2031		—		—
	10/29/2021 (4)		—		37,850		8.94	10/29/2031		—		—
	3/14/2022 (5)		92,250		399,750		4.74	3/14/2032		—		—
	6/7/2022 (6)		—		91,000		6.20	6/7/2032		—		—
	1/28/2021 (2)		—		—		—	—		15,000		93,450
	5/17/2021 (3)		—		—		—	—		12,500		77,875
	10/29/2021 (4)		—		—		—	—		26,700		166,341
	3/14/2022 (5)		—		—		—	—		94,250		587,178
JoAnne Foody	6/28/2021 (7)		27,716		60,976		22.52	6/28/2031		—		—
	10/29/2021 (4)		—		31,850		8.94	10/29/2031		—		—
	3/14/2022 (8)		—		119,000		4.74	3/14/2032		—		—
	6/7/2022 (6)		—		52,000		6.20	6/7/2032		—		—
	6/28/2021 (7)		—		—		—	—		42,988		267,815
	10/29/2021 (4)		—		—		—	—		22,450		139,864
	3/14/2022 (8)		—		—		—	—		28,000		174,440
Benjamin Looker	1/27/2022 (9)		—		100,450		3.65	1/27/2032		—		—
	6/7/2022 (6)		—		52,000		6.20	6/7/2032		—		—
	1/27/2022 (9)		—		—		—	—		70,800		441,084


Year	Average Summary Compensation Table Total for Other NEOs		Equity Award Adjustments for Other NEOs (1)		Incremental Cost Adjustment for Other NEOs(2)		Average Compensation Actually Paid to Other NEOs
2022	$	1,412,466	$	384,843	$	—	$	1,797,309
2021	$	3,294,885	$	(2,291,784)	$	(146,780)	$	856,321



Director Name	Fees Earned or Paid in Cash ($)		Stock Option Awards ($) (1) (2)		Total ($)
Jeffrey Berkowitz, J.D.		65,000		73,950		138,950
J. Martin Carroll (3)		29,153		152,496		181,649
Seth H.Z. Fischer (4)		63,421		42,747		106,168
Alan Fuhrman		77,500		73,950		151,450
Antonio M. Gotto, Jr., M.D., D.Phil.		55,363		73,950		129,313
Mark E. McGovern, M.D. (5)		31,778		—		31,778
Stephen Rocamboli (6)		26,730		160,419		187,149
Jay P. Shepard		74,180		73,950		148,130
Nicole Vitullo		83,503		73,950		157,453
Tracy M. Woody		58,683		73,950		132,633

SEC Form DEF 14A filed by Esperion Therapeutics Inc.