espr-20250417

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. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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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)

Payment of Filing Fee (Check all boxes that apply):

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No fee required.

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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 17, 2025

To Our Stockholders:

You are cordially invited to attend the 2025 Annual Meeting of Stockholders of Esperion Therapeutics, Inc. on Thursday, May 29, 2025, 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/ESPR2025.

The accompanying Notice of 2025 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 III 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, 2025, (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”) and (5) 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, and FOR the 2022 Plan 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 2025 ANNUAL MEETING OF STOCKHOLDERS



TIME:						8:00 a.m., Eastern Time, on Thursday, May 29, 2025
PLACE:						Virtually at www.virtualshareholdermeeting.com/ESPR2025, where you can attend the 2025 Annual Meeting of Stockholders (the "Annual Meeting") online, vote your shares electronically and submit your questions during the meeting.
PURPOSES:						•To elect two Class III director nominees to our Board of Directors, Jay P. Shepard and Seth H.Z. Fischer, each to hold office until the Company's 2028 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified, or until 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, 2025; •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; and •To transact any other business that may properly come before the Annual Meeting (including adjournments and postponements thereof).


RECORD DATE:						Stockholders of record at the close of business on April 1, 2025, 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 of Internet Availability of Proxy Materials, your proxy card 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 17, 2025

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TABLE OF CONTENTS


	Page
GENERAL INFORMATION		1
PROPOSAL ONE: ELECTION OF CLASS II I DIRECTORS		5
EXECUTIVE OFFICERS		9
CORPORATE GOVERNANCE		10
PROPOSAL TWO: NON-BINDING ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION		18
PROPOSAL THREE: RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		19
PROPOSAL FOUR: APPROVAL OF AN AMENDMENT TO THE ESPERION THERAPEUTICS, INC. 2022 STOCK OPTION AND INCENTIVE PLAN, AS AMENDED		21
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		29
EXECUTIVE OFFICER AND DIRECTOR COMPENSATION		32
RELATED PARTY TRANSACTIONS		60
TRANSACTION OF OTHER BUSINESS		60
HOUSEHOLDING		60
ADDITIONAL INFORMATION		61
ANNEX A - ESPERION THERAPEUTICS, INC. 2022 STOCK OPTION AND INCENTIVE PLAN AND ITS AMENDMENTS		62

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IMPORTANT NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS

FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 29, 2025

This proxy statement (this “Proxy Statement”) contains information about the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Esperion Therapeutics, Inc., which will be held on May 29, 2025 at 8:00 a.m. Eastern Time. The Annual Meeting will be a virtual meeting, which will be conducted via live webcast at www.virtualshareholdermeeting.com/ESPR2025. In this Proxy Statement, the terms "Esperion," “Esperion Therapeutics,” "the company," "we," "us," "our," and similar designations refer to Esperion Therapeutics, Inc. The mailing address of our principal executive offices is Esperion Therapeutics, Inc., 3891 Ranchero Drive, Suite 150, Ann Arbor, MI 48108.

Please see the “General Information” section of this Proxy Statement for more details regarding the logistics of the Annual Meeting, including the ability of stockholders to submit questions during the Annual Meeting, and technical details and support related to accessing the virtual platform. There is no physical location for the Annual Meeting. You will not be able to attend the Annual Meeting in person.

All properly submitted proxies will be voted in accordance with the instructions contained in those proxies. If no instructions are specified, the proxies will be voted in accordance with the recommendation of our Board of Directors (our “Board”) with respect to each of the matters set forth in this Proxy Statement and the accompanying proxy card. You may revoke your proxy at any time before it is exercised at the meeting by giving our Corporate Secretary written notice to that effect.

We are furnishing proxy materials to our stockholders primarily via the Internet. On or about April 17, 2025, we mailed to our stockholders a Notice of Internet Availability (the “Notice of Internet Availability”) containing instructions on how to access our proxy materials, including this Proxy Statement and our Annual Report to Stockholders for the fiscal year ended December 31, 2024 (the "2024 Annual Report"). This process allows us to provide our stockholders with the information they need on a more timely basis, while reducing the environmental impact of our annual meeting and lowering the costs of printing and distributing our proxy materials. The Notice of Internet Availability also instructs you on how to submit your proxy or voting instructions through the Internet or to request a paper copy of our proxy materials, including a proxy card and, for shares held in “street name” (i.e., held for your account by a broker, bank or other nominee), a voting instruction form, that includes instructions on how to submit your proxy or voting instructions by mail or telephone. Other stockholders, in accordance with their prior requests, have received e-mail access to our proxy materials and instructions to submit their vote via the Internet, or have been mailed paper copies of our proxy materials and a proxy card or voting instruction form.

A copy of this Proxy Statement and our 2024 Annual Report will also be available on the Internet at https://www.esperion.com/investor-relations/financial-information. Please note that, while our proxy materials are available at the website referenced in the Notice of Availability and this Proxy Statement and our 2024 Annual Report are available on our website, no other information contained on either website is incorporated by reference in, or considered to be a part of, this Proxy Statement.

Internet distribution of our proxy materials is designed to expedite receipt by stockholders, lower the cost of the Annual Meeting, and conserve natural resources. However, if you would prefer to receive printed copies of our proxy materials, please follow the instructions included in the Notice of Internet Availability. If you have previously elected to receive our proxy materials electronically, you will continue to receive these materials via e-mail unless you elect otherwise.

This Proxy Statement and the 2024 Annual Report are available for viewing, printing and downloading at www.proxyvote.com.

A copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the Securities and Exchange Commission (the “SEC”), except for the exhibits, will be furnished free of charge to any stockholder upon written request to Esperion Therapeutics, Inc., 3891 Ranchero Drive, Suite 150, Ann Arbor, MI 48108, Attention: Corporate Secretary. This Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 are also available on the SEC’s website at www.sec.gov.

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ATTENDING THE ANNUAL MEETING

Attending and participating via the Internet:

This year’s Annual Meeting will be held in a virtual meeting format only. We have designed our virtual format to enhance, rather than constrain, stockholder access, participation and communication. Any stockholder as of the record date can attend the Annual Meeting live via the Internet at www.virtualshareholdermeeting.com/ESPR2025. The live webcast starts at 8:00 a.m. Eastern Time on May 29, 2025. Instructions on how to attend and participate in the Annual Meeting via the Internet, including how to demonstrate proof of stock ownership, are posted at www.virtualshareholdermeeting.com/ESPR2025.

If you wish to submit a question, on the day of the Annual Meeting, beginning at 7:45 a.m. Eastern Time on Thursday, May 29, 2025, you may log into the virtual meeting platform via the Internet at www.virtualshareholdermeeting.com/ESPR2025, and follow the instructions there. Only stockholders will be able to submit a question. Stockholders will be able to be submit questions upon logging into the virtual platform 15 minutes prior to the start of the Annual Meeting. The question portal will close after the preliminary results of the voting are reported. In order to provide an opportunity to as many stockholders as possible who wish to ask a question, each stockholder will be limited to one question. We will endeavor to answer as many questions submitted by stockholders as time permits. We reserve the right to edit profanity or other inappropriate language and to exclude questions regarding topics that are not pertinent to meeting matters or company business. If we receive substantially similar questions, we may group such questions together and provide a single response to avoid repetition. Responses to questions relevant to meeting matters that we do not have time to respond to during the Annual Meeting will be posted to our website following the Annual Meeting. Questions regarding topics that are not pertinent to meeting matters or company business will not be answered.

Our Annual Meeting will be governed by the Annual Meeting’s Rules of Conduct, which will address the ability of stockholders to ask questions during the meeting and include rules for how questions will be recognized and addressed. Please review the Annual Meeting’s Rules of Conduct for further details. The Annual Meeting’s Rules of Conduct are available at www.proxyvote.com and will be available during the Annual Meeting at www.virtualshareholdermeeting.com/ESPR2025.

We will have technicians ready to assist you with any technical difficulties you may have accessing the Annual Meeting, voting at the Annual Meeting or submitting questions at the Annual Meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual meeting login page.

Anyone can view the Annual Meeting live via the Internet at www.virtualshareholdermeeting.com/ESPR2025.

Webcast replay of the Annual Meeting will be available until May 28, 2026.

QUESTIONS



For questions regarding						Contact


			• Annual Meeting						Esperion Investor Relations:
			• Stock Ownership						734-887-3903
			• Voting

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PROXY STATEMENT

FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD MAY 29, 2025

GENERAL INFORMATION

Our Board solicits your proxy on our behalf for the Annual Meeting and at any postponement or adjournment of the Annual Meeting for the purposes set forth in this Proxy Statement and the accompanying Notice of 2025 Annual Meeting of Stockholders (the "Notice"). The Annual Meeting will be held at 8:00 a.m. Eastern Time on May 29, 2025, virtually via live webcast at www.virtualshareholdermeeting.com/ESPR2025. This Proxy Statement and our 2024 Annual Report are scheduled to be sent or made available to our stockholders on or about April 17, 2025.

Record Date

April 1, 2025.

Quorum

A majority of the shares of all issued and outstanding stock entitled to vote on the record date must be present in person or represented by proxy to constitute a quorum. Shares present virtually during the Annual Meeting will be considered shares of common stock represented in person at the Annual Meeting.

Under the General Corporation Law of the State of Delaware, shares that are voted “abstain” or “withheld” and broker “non-votes” are counted as present for purposes of determining whether a quorum is present at the Annual Meeting. If a quorum is not present, the Annual Meeting may be adjourned until a quorum is obtained.

Shares Outstanding

There were 198,149,421 shares of our common stock, par value $0.001 per share, outstanding as of April 1, 2025, all of which are entitled to vote with respect to all matters to be acted upon at the Annual Meeting. Each stockholder of record is entitled to one vote for each share of our common stock held by such stockholder.

Voting

There are four ways a stockholder of record can vote:

(1)

By Internet (before the Annual Meeting): You may vote over the Internet at www.proxyvote.com by following the instructions provided in the Notice of Internet Availability or, if you receive your proxy materials by U.S. mail, by following the instructions on the proxy card.

(2)

By Telephone: You may vote by telephone using a touch-tone telephone by calling 1-800-690-6903 (toll-free from the U.S., U.S. territories and Canada) by following the instructions on the proxy card.

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						(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/ESPR2025 and using your unique control number that was included in the Notice of Internet Availability 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.

In order to be counted, proxies submitted by telephone or Internet must be received by 11:59 p.m. Eastern Time on May 28, 2025. Proxies submitted by U.S. mail must be received before the start of the Annual Meeting. If the Annual Meeting is adjourned or postponed, the deadlines above may be extended.

If you are a beneficial owner of shares held in “street name” by your bank, broker or other nominee, you should have received a voting instruction form with these proxy materials from your bank, broker or other nominee rather than from us. The voting deadlines and availability of telephone and Internet voting for beneficial owners of shares will depend on the voting processes of the bank, broker or other nominee that holds your shares. Therefore, we urge you to carefully review and follow the voting instruction form and any other materials that you receive from that firm. If you hold your shares in multiple accounts, you should vote your shares as described in each set of proxy materials you receive.

Revoking Your Proxy

Stockholders of record may revoke their proxies by attending the Annual Meeting and voting directly at the meeting, by filing an instrument in writing revoking the proxy or by filing another duly executed proxy bearing a later date with our Secretary before the vote is counted or by voting again using the telephone or Internet before the cutoff time (your latest telephone or Internet proxy is the one that will be counted). If you hold shares through a bank, broker or other nominee, you may revoke any prior voting instructions by contacting that firm.

Votes Required to Adopt Proposals

Each share of our common stock outstanding on the record date is entitled to one vote on any proposal presented at the Annual Meeting:

For Proposal One, the election of directors, the two nominees receiving a plurality of votes properly cast on the proposal, meaning that the two nominees receiving the highest number of affirmative votes properly cast, will be elected as directors. You may vote for all the director nominees, withhold authority to vote your shares for all the director nominees or withhold authority to vote your shares with respect to any one or more of the director nominees. Withholding authority to vote your shares with respect to one or more director nominees will have no effect on the election of those nominees. Broker non-votes are not considered votes cast and will also have no effect on the election of the nominees.

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For Proposal Two, the affirmative vote of a majority of votes properly cast on the proposal is required for the approval of the non-binding advisory resolution to approve the compensation of our named executive officers. Abstentions and broker non-votes, if any, will have no effect on the outcome of the vote on Proposal Two.

For Proposal Three, the affirmative vote of a majority of the votes properly cast on the proposal is required to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025. Abstentions and broker non-votes, if any, will have no effect on the outcome of the vote on Proposal Three.

For Proposal Four, the affirmative vote of a majority of the votes properly cast on the proposal is required for 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”). Abstentions and broker non-votes, if any, will have no effect on the outcome of the vote on Proposal Four.

Effect of Votes Withheld, Abstentions and Broker Non-Votes

Votes withheld from any nominee, abstentions, and "broker non-votes" (i.e. where a broker has not received voting instructions from the beneficial owner and for which the broker does not have discretionary power to vote on a particular matter) are counted as present for purposes of determining the presence of a quorum. With respect to the election of directors, you may vote "for" or "withhold" authority to vote for one or more of the nominees. Shares voting "withheld" have no effect on the election of directors. With respect to the proposals to approve the advisory vote on the compensation of our named executive officers, the ratification of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025, and to approve the 2022 Plan Amendment, you may vote "for", "against" or "abstain" from such proposal. Abstentions and "broker non-votes" will have no effect on such proposals.

Under the rules that govern brokers holding shares for their customers, brokers who do not receive voting instructions from their customers have the discretion to vote uninstructed shares on routine matters, but do not have discretion to vote such uninstructed shares on non-routine matters. Only Proposal Three, the ratification of the appointment of Ernst & Young LLP, is considered a routine matter where brokers are permitted to vote shares held by them without instruction. If your shares are held through a broker, those shares will not be voted in the election of directors, the proposal to approve the advisory vote on the compensation of our named executive officers, or the proposal to approve the 2022 Plan Amendment, unless you affirmatively provide the broker instructions on how to vote. “Broker non-votes” will have no effect on the outcome of the non-routine proposals.

Voting Instructions

If you complete and submit your proxy voting instructions, the persons named as proxies will follow your instructions. If you submit proxy voting instructions but do not direct how your shares should be voted on each item, the persons named as proxies will vote FOR the election of the nominees for director, FOR the approval of the advisory resolution on the compensation of our named executive officers, FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025, and FOR the approval of the 2022 Plan Amendment. The persons named as proxies will vote on any other matters properly presented at the Annual Meeting in accordance with their best judgment, although we have not received timely notice of any other matters that may be properly presented for voting at the Annual Meeting.

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Voting Results

We will announce preliminary voting results at the Annual Meeting. We will report final voting results by filing a Current Report on Form 8-K ("Form 8-K") within four business days after the Annual Meeting. If final voting results are not available at that time, we will provide preliminary voting results in the Form 8-K and will provide the final voting results in an amendment to the Form 8-K within four business days after the final voting results become available.

Additional Solicitation/Costs

We are paying for the distribution of the proxy materials and solicitation of the proxies, including the cost of preparing and distributing this Proxy Statement and the enclosed form of proxy, as well as the cost of hosting the virtual Annual Meeting. As part of this process, we reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out- of-pocket expenses for forwarding proxy and solicitation materials to our stockholders. If you choose to access the proxy materials or vote over the Internet or by telephone, you are responsible for any Internet access or telephone charges that you may incur. Proxy solicitation expenses that we will pay include those for preparation, mailing, returning and tabulating the proxies. Our directors, officers, and employees may also solicit proxies on our behalf in person, by telephone, email or facsimile, but they do not receive additional compensation for providing those services.

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PROPOSAL ONE

ELECTION OF CLASS III DIRECTORS

Number of Directors; Board Structure

Our Board is divided into three staggered classes of directors as nearly equal in number as possible. One class is elected each year at the Annual Meeting of Stockholders for a term of three years. The term of the Class III directors expires at the 2025 Annual Meeting. The term of the Class I directors expires at the 2026 Annual Meeting and the term of the Class II directors expires at the 2027 Annual Meeting. After the initial terms expire, directors are expected to be elected to hold office for a three-year term or until the election and qualification of their respective successors in office. Alan Fuhrman, a Class III director, has decided not to run for re-election at this year's Annual Meeting, and his term will end effective as of the completion of the Annual Meeting. Following the conclusion of Mr. Fuhrman's current term as a director, he will cease to be a member of the compensation committee of our Board and as a member and chairperson of the audit committee of our Board.

Nominees

Based on the recommendation of the nominating and corporate governance committee of our Board, our Board has nominated Jay P. Shepard and Seth H.Z. Fischer for election as Class III directors. Each will serve for three-year terms ending at the 2028 Annual Meeting or until their respective successors are elected and qualified, or until their earlier death, resignation or removal. Each of the nominees is a current member of our Board and has consented to serve if elected.

Unless you direct otherwise through your proxy voting instructions, the persons named as proxies will vote all proxies received "for" the election of each nominee. If any nominee is unable or unwilling to serve at the time of the Annual Meeting, the persons named as proxies may vote for a substitute nominee chosen by the present Board. In the alternative, the proxies may vote only for the remaining nominees, leaving a vacancy on our Board. Our Board may fill such vacancy at a later date or reduce the size of our Board. We have no reason to believe that any of the nominees will be unwilling or unable to serve if elected as a director.

Vote Required

The two nominees receiving a plurality of votes properly cast will be elected as directors. Withholding authority to vote your shares with respect to one or more director nominees and broker non-votes will have no effect on the election of those nominees.

Recommendation of the Board

THE BOARD RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION OF EACH OF THE FOLLOWING NOMINEES.

The biographies of each of the director nominees and continuing directors below contain information regarding each such person's service as a director, business experience, director positions held currently or at any time during the last five years and the experiences, qualifications, attributes or skills that caused the nominating and corporate governance committee to determine that the person should serve as a director of the company. In addition to the information presented below regarding each such person's specific experience, qualifications, attributes and skills that led the Board and its nominating and corporate governance committee to the conclusion that he or she should serve as a director, we also believe that each of our directors has a reputation for integrity, honesty and adherence to high ethical standards. Each of our directors has demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to our company and our Board. Finally, we value our directors' experience in relevant areas of business management and on other boards of directors and board committees.

Our corporate governance guidelines also dictate that a majority of the Board be comprised of independent directors whom the Board has determined have no material relationship with the company and who are otherwise "independent" directors under the published listing requirements of the NASDAQ Stock Market.

Nominees for Election for a Three-Year Term Ending at the 2028 Annual Meeting

Jay P. Shepard, 67, was appointed to our Board in May 2018. Mr. Shepard currently serves as an advisor at Catalys Pacific, a venture group licensing drug programs and creating new companies in the U.S. and Japan. Mr. Shepard previously was President and Chief Executive Officer of Aravive Inc. (formerly Versartis, Inc.) (NASDAQ: ARAV), a clinical stage oncology company, from May 2015 to January 2020 when he retired. From 2013 to 2015 Mr. Shepard was Executive Chairman of Versartis, Inc. From 2008 to 2015,

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Mr. Shepard was the Executive Partner at Sofinnova Ventures, a venture capital firm focused on the healthcare industry. From 2010 to 2012, Mr. Shepard served as the President and Chief Executive Officer and was a member of the board of directors of NextWave Pharmaceuticals, Inc. (acquired by Pfizer), a specialty pediatric pharmaceutical company. From 2005 to 2007, Mr. Shepard served as interim President and Chief Executive Officer of Relypsa (Ilypsa Inc.'s spin-out company, which was acquired by Galencia), a pharmaceutical company. Mr. Shepard was also Vice President of Commercial Operations at Telik and Oncology Business Unit Head of Alza Pharmaceuticals (acquired by Johnson & Johnson). Mr. Shepard has over 35 years of experience in the pharmaceutical, biotechnology and drug delivery arenas. Mr. Shepard has participated in or led over 16 product launches by preparing markets and establishing sales and marketing operations. Mr. Shepard also currently serves on the board of directors of the public company, Inovio Pharmaceuticals, Inc. (NASDAQ: INO), a clinical-stage biotechnology company focused on developing and commercializing DNA medicines. In addition, Mr. Shepard serves on the boards of directors of Cessation Therapeutics, Inc. and Aculys Pharma, Inc., each a clinical-stage biopharmaceutical company. Mr. Shepard is an observer with Pathalys Pharma, Inc., each of which is a privately held company. Mr. Shepard also serves on the board of directors of the Christopher & Dana Reeve Foundation. Mr. Shepard holds a B.S. in Business Administration from the University of Arizona. We believe that Mr. Shepard is qualified to serve as a member of our Board based on his substantial experience supporting the launch and commercialization of biopharmaceutical products.

Seth H.Z. Fischer, 68, was appointed to our Board in October 2021. Mr. Fischer brings over 40 years of experience and a distinguished record of results in key leadership positions within the pharmaceutical and medical device industries. He currently serves as a member of the board of directors of Milestone Pharmaceuticals, Inc., a biopharmaceutical company. Previously, Mr. Fischer served as the Chief Executive Officer and as a director of Vivus, Inc. (NASDAQ: VVUS), a publicly traded biopharmaceutical company commercializing and developing innovative, next-generation therapies to address unmet needs from September 2013 to December 2017. Prior to Vivus, Mr. Fischer served in various positions of increasing responsibility at Johnson & Johnson, most recently as company group chairman, Johnson & Johnson and worldwide franchise chairman of Cordis Corporation. Before that, he served as company group chairman, North America Pharmaceuticals, which included responsibilities for Ortho-McNeil Pharmaceuticals, Janssen and Scios. Pr

SEC Form DEF 14A filed by Esperion Therapeutics Inc.