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DEF 14A 1 esperion-definitive2023pro.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 11, 2024

To Our Stockholders:

You are cordially invited to attend the 2024 Annual Meeting of Stockholders of Esperion Therapeutics, Inc. on Thursday, May 23, 2024, at 8:00 a.m. Eastern Time (the "Annual Meeting") to be held as a virtual meeting, which you may attend online via live webcast, vote your shares electronically and submit your questions by visiting www.virtualshareholdermeeting.com/ESPR2024.

The accompanying Notice of 2024 Annual Meeting of Stockholders (the "Notice") and the Proxy Statement for the Annual Meeting (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 two Class II director nominees to our board of 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, 2024, (4) the approval of an amendment to the Esperion Therapeutics, Inc. 2022 Stock Option and Incentive Plan, as amended (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 “2022 Plan Amendment”), (5) the approval of an amendment to the Esperion Therapeutics, Inc. 2020 Employee Stock Purchase Plan, as amended (the "ESPP") to increase the number of shares of common stock reserved for future issuance under the ESPP by 6,175,000 shares (the "ESPP Amendment"), and (6) the transaction of any other business that may properly come before the Annual Meeting (including any adjournments and postponements thereof). Our 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 2022 Plan Amendment, and FOR the approval of the ESPP Amendment.

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, by telephone as described in the instructions included in the proxy card, or by completing, signing, dating, and returning the enclosed proxy card in the enclosed prepaid envelope. If you decide to attend the Annual Meeting online, you will be able to vote virtually during the Annual Meeting, 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 2024 ANNUAL MEETING OF STOCKHOLDERS



TIME:						8:00 a.m., Eastern Time, on Thursday, May 23, 2024
PLACE:						Virtually at www.virtualshareholdermeeting.com/ESPR2024, where you can attend the meeting online, vote your shares electronically and submit your questions during the meeting.
PURPOSES:						•To elect two Class II director nominees to our Board of Directors, Antonio M. Gotto Jr., M.D., D.Phil., and Nicole Vitullo, each to hold office until the Company's 2027 Annual Meeting of Stockholders and until their successors are duly elected and qualified, subject to their earlier death, 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, 2024; •To approve an amendment to the Esperion Therapeutics, Inc. 2022 Stock Option and Incentive Plan, as amended (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 approve an amendment to the Esperion Therapeutics, Inc. 2020 Employee Stock Purchase Plan, as amended (the "ESPP") to increase the number of shares of common stock reserved for future issuance under the ESPP by 6,175,000 shares; 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 26, 2024, the record date for the Annual Meeting, are entitled to notice of, and to vote at, the Annual Meeting and at any postponement or adjournment thereof.
VOTING BY PROXY:						If you cannot attend the Annual Meeting, 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 completing, signing, 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 online, 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 11, 2024


	Page
GENERAL INFORMATION		1
PROPOSAL ONE: ELECTION OF CLASS I I DIRECTORS		5
EXECUTIVE OFFICERS		9
CORPORATE GOVERNANCE		10
PROPOSAL TWO: NON-BINDING ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION		17
PROPOSAL THREE: RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		18
PROPOSAL FOUR: APPROVAL OF AN AMENDMENT TO THE ESPERION THERAPEUTICS, INC. 2022 STOCK OPTION AND INCENTIVE PLAN		20
PR OPOSAL FIVE: APPROVAL OF AN AMENDMENT TO THE ESPERION THERAPEUTIC S, INC. 2020 EMPLOYEE STOCK PURCHASE PLAN		27
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		31
EXECUTIVE OFFICER AND DIRECTOR COMPENSATION		33
RELATED PARTY TRANSACTIONS		44
TRANSACTION OF OTHER BUSINESS		44
HOUSEHOLDING		44
ADDITIONAL INFORMATION		45
ANNEX A - THE ESPERION THERAPEUTICS, INC. 2022 STOCK OPTION AND INCENTIVE PLAN AND ITS AMENDMENT S		46
ANNEX B - THE ESPERION THERAPEUTICS, INC. 2020 EMPLOYEE STOCK PURCHASE PLAN AND ITS AMENDMENT S		62


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


						(3)						By Mail: If you receive your proxy materials by U.S. mail, you may complete, sign and return the accompanying proxy card in the postage-paid envelope provided.
						(4)						Directly at the Annual Meeting: If you are a stockholder of record as of the record date, you may vote directly at the meeting by visiting www.virtualshareholdermeeting.com/ESPR2024 and using your unique control number that was included in the Notice you received in the mail. Submitting a proxy prior to the Annual Meeting will not prevent stockholders from attending the Annual Meeting, revoking their earlier-submitted proxy, and voting directly at the Annual Meeting. Voting directly at the Annual Meeting will revoke and replace any previous proxies or voting instructions submitted.


Board Diversity Matrix (As of April 1, 2024)
Total Number of Directors		9
	Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	2	7	—	—
Part II: Demographic Background
African American or Black	—	—	—	—
Alaskan Native or Native American	—	—	—	—
Asian	—	—	—	—
Hispanic or Latinx	—	—	—	—
Native Hawaiian or Pacific Islander	—	—	—	—
White	2	6	—	—
Two or More Races or Ethnicities	—	—	—	—
LGBTQ+	—
Did Not Disclose Demographic Background	1
Directors who are Military Veterans: 2


Fee Category	2023		2022
Audit Fees	$	730,400	$	727,600
Audit-Related Fees		42,000		40,000
Tax Fees		—		—
All Other Fees		—		—
Total	$	772,400	$	767,600


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	445,000	4.02	105,000	422,100
JoAnne Foody Chief Medical Officer	211,800	3.01	28,750	115,575
Eric Warren Chief Commercial Officer	94,500	4.02	22,300	89,646
Named Executive Officer Group (3 persons)	751,300	3.73 (2)	156,050	627,321
Non-Executive Director Group (8 persons other than Mr. Koenig)	168,000	1.37 (2)	41,200	56,444
Employee Group (other than named executive officers) (approximately 176 persons)	858,800	3.27 (2)	2,015,435	6,867,169 (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 27, 2024, for the fiscal year ended December 31, 2023.
(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)	6,706,375	8.65	6,134,831	(2)
Equity compensation plans not approved by security holders (3)	849,829	14.31	1,406,419
Total	7,556,204		7,541,250


	Shares beneficially owned
Name and address of beneficial owner (1)	Number		Percent
5% Stockholders
Armistice Capital Master Fund Ltd (2)		20,000,000		9.6	%
Wasatch Advisors, Inc. (3)		15,163,886		7.7	%
Named Executive Officers
Sheldon Koenig (4)		854,662		*	%
JoAnne Foody (5)		359,924		*	%
Eric Warren (6)		145,251		*	%
Other Directors
Nicole Vitullo (7)		123,018		*	%
Antonio M. Gotto, Jr. M.D., D.Phil. (8)		114,699		*	%
Jay P. Shepard (9)		88,299		*	%
J. Martin Carroll (10)		75,983		*	%
Tracy M. Woody (11)		74,566		*	%
Alan Fuhrman (12)		71,404		*	%
Seth H.Z. Fischer (13)		64,377		*	%
Stephen Rocamboli (14)		49,183		*	%
All directors and executive officers as a group (13 persons) (15)		2,252,691		1.0	%



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	2023	720,833	—	422,100		1,267,661	541,938	16,033	(4)		2,968,565
President and Chief Executive Officer	2022	683,333	—	549,840		2,052,139	500,500	13,600			3,799,412

JoAnne Foody	2023	528,333	—	115,575		452,295	306,475	22,063		(5)		1,424,741
Chief Medical Officer	2022	505,000	—	132,720		627,248	249,975	16,216				1,531,159
Eric Warren (6)	2023	462,500	—	89,646		269,200	241,259	15,100	(7)		1,077,705
Chief Commercial Officer


Name	2022 Base Salary ($)		2023 Base Salary ($) (1)		Increase (%) (2)
Sheldon L. Koenig		700,000		725,000		4%
JoAnne Foody		505,000		533,000		6%
Eric Warren		N/A		466,200		—%	(3)



For questions regarding						Contact


2023 Corporate Base Goals	Relative Weighting (%)		Actual Achievement for 2023 (as a % of target)		Weighted Performance (%)
Execute CVOT presentation, data release, and submissions		40		100		40
Achieve US net sales target		25		100		25
Prepare for full-scale commercial launch		10		100		10
Optimize Market Access Environment		10		100		10
Manage cash used in operations to $215MM within the budgeted base operating plan		10		100		10
Continue to progress pipeline value		5		100		5
Approved 2023 Corporate Base Performance Level		100				100


Name	2023 Target Award (% of Base Salary)		2023 Target Award Opportunity ($)		2023 Actual Bonus Payment ($)		2023 Actual Bonus Payment (% of Target Award Opportunity)
Sheldon L. Koenig		65		471,250		541,938	115
JoAnne Foody		50		266,500		306,475	115
Eric Warren		45		209,790		241,259	115



		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)		112,500		37,500		32.12	1/28/2031		—		—
	5/17/2021 (3)		75,000		45,000		20.87	5/17/2031		—		—
	10/29/2021 (4)		18,925		18,925		8.94	10/29/2031		—		—
	3/14/2022 (5)		215,250		276,750		4.74	3/14/2032		—		—
	6/7/2022 (6)		—		91,000		6.20	6/7/2032		—		—
	3/14/2023 (7)		83,436		361,564		4.02	3/14/2033		—		—
	1/28/2021 (2)		—		—		—	—		7,500		22,425
	5/17/2021 (3)		—		—		—	—		7,500		22,425
	10/29/2021 (4)		—		—		—	—		13,350		39,917
	3/14/2022 (5)		—		—		—	—		65,250		195,098
	3/14/2023 (7)		—		—		—	—		85,314		255,089
JoAnne Foody	6/28/2021 (9)		49,888		38,804		22.52	6/28/2031		—		—
	10/29/2021 (4)		15,925		15,925		8.94	10/29/2031		—		—
	3/14/2022 (10)		52,061		66,939		4.74	3/14/2032		—		—
	6/7/2022 (6)		—		52,000		6.20	6/7/2032		—		—
	3/14/2023 (7)		22,968		99,532		4.02	3/14/2033		—		—
	8/8/2023 (8)		2,790		41,860		1.62	8/8/2033		—		—
	8/8/2023 (6)		—		44,650		1.62	8/8/2033		—		—
	6/28/2021 (9)		—		—		—	—		27,356		81,794
	10/29/2021 (4)		—		—		—	—		11,225		33,563
	3/14/2022 (10)		—		—		—	—		15,750		47,093
	3/14/2023 (7)		—		—		—	—		23,362		69,852
Eric Warren	3/14/2022 (5)		24,934		32,066		4.74	3/14/2032		—		—
	6/7/2022 (6)		—		52,000		6.20	6/7/2032		—		—
	3/14/2023 (7)		17,718		76,782		4.02

SEC Form DEF 14A filed by Esperion Therapeutics Inc.