amount of shares reported above does not consider purchases or disposals of the Company’s stock made by Mr. Bartram subsequent to April 8, 2022.
(17)
Consists of (a) 16,07323,449 shares of common stock held.Common Stock held and (b) 65,100 shares of common stock which Dr. McGovern has the right to acquire upon the exercise of outstanding options, exercisable currently or within 60 days of March 29, 2022 and (c) 12,376 restricted stock units vesting within 60 days of March 29, 2022.
(17)Consists of (a) 11,073 shares of common stock held, (b) 65,100 shares of common stockCommon Stock which Dr. Gotto has the right to acquire upon the exercise of outstanding options, exercisable currently or within 60 days of March 29, 2022 and (c) 12,376 restricted stock units vesting within 60 days of March 29,August 2, 2022.
(18)
Consists of (a) 19,39231,768 shares of common stockCommon Stock held by Ms. Vitullo,and (b) 45,100 shares of common stockCommon Stock which Ms. Vitullo has the right to acquire upon the exercise of outstanding options, exercisable currently or within 60 days of March 29, 2022 and (c) 12,376 restricted stock units vesting within 60 days of March 29,August 2, 2022.
(19)
Consists of (a) 11,07323,449 shares of common stockCommon Stock held and (b) 29,427 shares of common stockCommon Stock which Mr. Berkowitz has the right to acquire upon the exercise of outstanding options, exercisable currently or within 60 days of March 29, 2022 and (c) 12,376 restricted stock units vesting within 60 days of March 29,August 2, 2022.
(20)
Consists of Consists of (a) 11,07323,449 shares of common stockCommon Stock held and (b) 18,700 shares of common stockCommon Stock which Mr. Shepard has the right to acquire upon the exercise of outstanding options, exercisable currently or within 60 days of March 29, 2022August 2, 2022.
(21)
Consists of 28,416 shares of Common Stock held by Ms. Woody.
(22)
Consists of (a) 22,181 shares of Common Stock held and (c) 12,376(b) 610 restricted stock units vesting within 60 days of March 29, 2022.
(21)Consists of (a) 15,456 shares of common stock held by Ms. Woody and (b) 12,651 restricted stock units vesting within 60 days of March 29, 2022.
(22)Consists of (a) 8,585 shares of common stock held and (b) 12,986 restricted stock units vesting within 60 days of March 29,August 2, 2022 by Mr. Fuhrman.
(23)
Includes shares held by the former Chief Executive Officer, former Chief Financial Officer, and former Chief Development Officer.
EXECUTIVE OFFICER AND DIRECTOR COMPENSATION
Compensation Discussion and Analysis
Our primary objective with respect to executive compensation is to attract and retain individuals who possess knowledge, experience and skills that we believe are important to our business of developing and commercializing oral therapies for the treatment of patients with elevated low-density lipoprotein cholesterol ("LDL-C"). Specifically, our executive compensation program is designed to:
• attract and retain individuals with superior ability and managerial experience;
• align our executive officers' incentives with our corporate strategies, business goals and the long-term interests and returns of our stockholders; and
• increase incentives to achieve key strategic performance goalsCommon Stock held by linking incentive award opportunities to the achievement of performance goals and by providing a portion of the target total direct compensation opportunity for our executive officers in the formwho are not Named Executive Officers, (b) 7,124 shares of ownership in the Company.
This section discusses the principles underlying our policies and decisions with respect to the compensation ofCommon Stock which our executive officers who are named innot Named Executive Officers have the Summary Compensation Table below, or our "named executive officers," and all material factors relevantright to an analysis of these policies and decisions. Our named executive officers during 2021 were:
• Sheldon L. Koenig, our President and Chief Executive Officer and our former Chief Operating Officer
• Tim M. Mayleben, our former President and Chief Executive Officer
• Richard B. Bartram, our Chief Financial Officer
• JoAnne Foody, our Chief Medical Officer
• Ashley Hall, our former Chief Development Officer
Management Changes
Our employment relationship with Tim Mayleben, the Company's former President and Chief Executive Officer, ended on May 17, 2021. Sheldon L. Koenig, the Company's former Chief Operating Officer, was hired as our new President and Chief Executive Officer, effective May 18, 2021.Our employment relationship with Richard B. Bartram, the Company's Chief Financial Officer, will end on April 8, 2022. On June 28, 2021, the Board determined that the duties and responsibilities of Ashley Hall had evolved such that she was no longer considered an executive officer of the Company and on August 12, 2021, the employment relationship with Ashley Hall ended.
JoAnne Foody, MD, FACC, FAHA, was hired as our Chief Medical Officer in June 28, 2021. Benjamin Looker was hired as our General Counsel on January 1, 2022. Eric Warren, the Company's former Vice President, U.S. Sales and Marketing, was promoted to be our Chief Commercial Officer on March 1, 2022. Each individual was determined to be an “executive officer” as such term is defined under Rule 3b-7 under the Exchange Act, and an “officer” as such term is defined under Rule 16a-1(f) of the Exchange Act.
Consideration of 2021 Advisory Vote on Executive Compensation
At our 2021 Annual Meeting of Stockholders, we conducted our annual non-binding advisory vote on the compensation of our named executive officers, commonly referred to as a “say-on-pay” vote, in accordance with Section 14A of the Exchange Act. The 2021 say-on-pay vote received strong support from our stockholders, with approximately 92% of the votes cast on this proposal voted in support of the compensation paid to our named executive officers. While this vote is considered to be a non-binding advisory vote, our compensation committee and Board of Directors carefully consider the voting results. Given the strong level of support evidenced by the 2021 say-on-pay vote, our compensation committee decided to maintain our general approach to executive compensation and made no significant changes to our executive compensation program during 2021. However, the compensation committee will
continue to monitor the executive compensation program to ensure it aligns the interests of our named executive officers with the interests of our stockholders and adequately addresses any stockholder concerns that may be expressed in future votes.
Consistent with the recommendation of our Board and the preference of our stockholders as reflected in the non-binding advisory vote on the frequency of future “say-on-pay” votes conducted at our 2016 Annual Meeting of Stockholders, our stockholders will have an opportunity to cast a non-binding advisory vote to approve the compensation of our named executive officers on an annual basis.
Executive Summary
Esperion is a pharmaceutical company singularly focused on developing and commercializing accessible, oral, once-daily, non-statin medicines for patients struggling with elevated low-density lipoprotein cholesterol, or LDL-C. Through commercial execution and advancement of our CLEAR Outcomes trial and pre-clinical pipeline, we continue to evolve into a differentiated, global cardiometabolic biotech. Our team of lipid experts are dedicated to lowering bad cholesterol through the discovery, development and commercialization of innovative medicines and their combinations with established medicines. Our first two products were approved by the U.S. Food and Drug Administration, or FDA, European Medicines Agency, or EMA, and Swiss Agency for Therapeutic Products, or Swissmedic, in 2020. Bempedoic acid and the bempedoic acid / ezetimibe combination tablet are oral, once-daily, non-statin, LDL-C lowering medicines for patients with atherosclerotic cardiovascular disease, or ASCVD, or heterozygous familial hypercholesterolemia, or HeFH.
The goal of our compensation committee is to ensure that our executive compensation program is aligned with the interests of our stockholders and our business goals and that the total compensation paid to each of our named executive officers is fair, reasonable and competitive. The key elements of our executive compensation program include:
• base salary, to enable us to attract and retain the talent needed to continue to drive our business;
• an annual cash incentive plan, tied to the achievement of pre-determined quantitative and qualitative corporate performance goals; and
• long-term incentive compensation in the form of equity awards, which are typically subject to multi-year vesting based on continued service and are a combination of stock options, which only have value if the market price of our common stock increases, and RSUs.
We target the total cash compensation for our named executive officers with reference to the median of the competitive market. In addition, in accordance with our “pay-for-performance” philosophy, a significant portion of executive compensation is performance-based, subject to increase when results exceed corporate goals and reduction when results fall below our target goal levels. We consider stock options to be performance-based compensation because they only have intrinsic value if the market price of our common stock increases over time.
Our executive compensation program incorporates the following best practices:
• a significant portion of our named executive officers' total compensation opportunity is based on performance;
• no named executive officer is entitled to “single-trigger” cash severance payments;
• no named executive officer is entitled to receive any tax “gross-up” payments or reimbursements;
• we do not allow repricing of stock options without stockholder approval;
• our compensation committee retains independent compensation consultants to assist it in discharging its responsibilities on executive compensation; and
• our compensation committee regularly reviews our compensation programs to ensure they are designed to create and maintain stockholder value and do not encourage excessive risk taking.
2021 Business Highlights
During 2021, we made significant progress on our commercial, clinical, development and business goals and achieved several important milestones, including the following:
• in April, we expanded our partnership with Daiichi Sankyo Group, granting them exclusive commercialization rights to bempedoic acid and the bempedoic acid / ezetimibe combination tablet in South Korea, Taiwan, Hong Kong, Thailand, Vietnam, Brazil, Macao, Cambodia and Myanmar with the possibility for expansion into additional territories. We received an upfront cash payment as well as additional sales milestone rewards and royalties;
• in April, we announced the peer reviewed publication of the key design paper outlining the baseline characteristics of the enrolled patient population, rationale and design of the CLEAR Outcomes trial evaluating NEXLETOL in patients with documented statin intolerance, the first and only cardiovascular outcomes trial to exclusively study this patient population at high risk of cardiovascular disease, in the May 2021 issue of the American Heart Journal;
• in April, we exercised the third and final tranche of the Oberland Capital RIPA Agreement, bolstering the balance sheet with $50 million;
• in October, we announced a transformative strategic plan to optimize Esperion’s organizational structure and market approach for better alignment with the current environment in order to support long-term growth of NEXLETOL and NEXLIZET while generating $80 million in annualized expense savings;
• in November, we exchanged $15 million aggregate principal amount of our 4.00% Convertible Senior Subordinated Notes due 2025 for shares of our common stock, thereby reducing our cash interest expense and strengthening our balance sheet;
• in December, we closed a $225 million public offering and received net proceeds of approximately $208.7 million, after deducting underwriting discounts and commissions and estimated offering expenses, extending cash runway for the foreseeable future beyond the CVOT read-out;
• in December, we achieved 85% major adverse cardiovascular events, or MACE, Accumulation in our CLEAR Outcomes trial; and
• continued European rollout of NILEMDO® and NUSTENDI® with partner Daiichi Sankyo; with 45,000 European patients on therapy as of December 2021.
Determining and Setting Executive Compensation
Our executive compensation program is designed to attract, motivate and retain qualified and talented executives, create incentives for them to achieve our business and development goals and reward them for superior short-term and long-term performance. In particular, our executive compensation program is intended to reward the achievement of specified pre-established quantitative and qualitative corporate performance goals and individual performance goals and to align the interests of our named executive officers with those of our stockholders.
Our compensation committee is primarily responsible for developing and implementing our compensation policies and establishing and approving the compensation for our executive officers. The compensation committee oversees our compensation and benefit plans and policies, administers our equity incentive plans and reviews and approves annually all compensation decisions relating to our executive officers, including our CEO. Our compensation committee operates under a written charter adopted by our Board, which provides that the compensation committee has overall responsibility for:
• periodically reviewing and assessing our processes and procedures for the consideration and determination of executive compensation;
• reviewing and approving grants and awards under incentive-based compensation plans and equity-based plans; and
• determining the type and level of compensation of our CEO and our other executive officers.
In reviewing and approving these matters, our compensation committee considers such matters as it deems appropriate, including our financial and operating performance, the alignment of the interests of our executive officers and our stockholders and our ability to attract and retain qualified and committed individuals. In determining the appropriate compensation levels for our CEO, the compensation committee meets outside the presence of our CEO and other executive officers. With respect to the compensation levels of our other executive officers, the compensation committee meets outside the presence of all executive officers except our CEO, CFO and General Counsel. Our CEO annually reviews the performance of each of the other named executive officers with the compensation committee.
Our compensation committee has the authority under its charter to engage the services of consulting firms or other outside advisors to assist it in designing our compensation programs and in making compensation decisions. In 2021, our compensation committee engaged Compensia as its compensation consultant. Our compensation committee has assessed the independence of Compensia consistent with NASDAQ listing standards and has concluded that the engagement of Compensia does not raise any conflict of interest. In addition, the Company provides data for and subscribes to “off-the-shelf” surveys produced by Radford, an Aon Hewitt Company, which our management team uses for non-executive compensation and benefits planning purposes.
Competitive Market Data
In evaluating the total compensation of our named executive officers, our compensation committee, using information gathered by Compensia, establishes as a reference source a peer group of publicly traded, national and regional companies in the biopharmaceutical and biotechnology industries that is selected based on a balance of the following criteria:
• industry;
• size (market capitalization);
• development stage of lead product candidate; and
• similarity/relevance (small molecule, therapeutic area, etc.).
Our compensation committee annually evaluates the composition of our peer group and adjusts its composition for factors such as recent acquisitions of peer companies, new markets that we have entered or changes in the technology market landscape. Based on these criteria, our peer group for 2021, referred to as our 2021 peer group, was approved by our compensation committee and was comprised of the companies listed below. We believe that our 2021 peer group continues to be aligned with our strategic vision and positions us to attract, retain and engage high performing leaders:
| | | | | | | | |
• Acceleron Pharma, Inc. | • Biohaven Pharmaceutical Holding Company Ltd | • Intercept Pharmaceuticals, Inc. |
• Aerie Pharmaceuticals, Inc. | • Clovis Oncology, Inc. | • Intra-Cellular Therapies Inc. |
• Agios Pharmaceuticals, Inc. | • Epizyme, Inc. | • Omeros Corporation |
• Akebia Therapeutics, Inc. | • Flexion Therapeutics | • Puma Biotechnology, Inc. |
• Amarin Corporation
| • Global Blood Therapeutics, Inc. | • Ultragenyx Pharmaceutical, Inc. |
• Amicus Therapeutics, Inc. | • Insmed, Inc. | • Vanda Pharmaceuticals, Inc. |
We believe that the compensation practices of our 2021 peer group provided the compensation committee with an appropriate understanding of the competitive market when evaluating and determining the compensation of our named executive officers during 2021. However, due to the nature of our business, we compete for executive talent with many public companies, including pharmaceutical companies, that are larger and more established than we are or that possess greater resources than we do, or with smaller private companies that may be able to offer greater equity compensation potential, as well as with prestigious academic and non-profit institutions. In addition, while we generally target total direct compensation at the 50th percentile of compensation paid to similarly situated executives at the companies in our 2021 peer group, the assessment of our compensation practices against the competitive market (based on the peer group data) is just one of several factors that inform our compensation committee's judgment in setting executive compensation. Our executive compensation decisions are made on a case-by-case basis and comparability to specific
percentile rankings do not, in and of themselves, determine individual target compensation opportunities. Although our compensation committee uses the 50th percentile as a reference, it also considers other factors, including market conditions, the recommendation of our CEO with respect to executive officers other than himself, the experience level of the named executive officer and their performance against established corporate goals, in determining actual compensation amounts.
Other Key Performance Factors in Determining Executive Compensation
In determining the performance factors for 2021 in the beginning of 2021, the compensation committee considered the following performance factors when determining the compensation of our named executive officers, as more fully described below:
• net product sales of NEXLETOL and NEXLIZET in the U.S.;
• research and development achievements which advance the development of the bempedoic acid / ezetimibe combination tablet and bempedoic acid;
• the achievement of regulatory goals; and
• the establishment and maintenance of key business activities and strategic relationships, which include financings.
These performance factors are considered by our compensation committee in connection with our annual performance reviews described below and are a critical component in the determination of annual cash and equity incentive awards for our named executive officers.
Annual Compensation Decisions
Our compensation committee conducts an annual performance review of each of our named executive officers and approves the target compensation opportunity of each named executive officer based, in part, on this review. During the first quarter of each year, annual corporate goals are determined by our Board and set forth in writing. Before the end of each year, our compensation committee determines cash incentive compensation award amounts for such year as well as the compensation levels for each named executive officer for the following year after carefully reviewing overall corporate goals, and determining achievement of the established corporate goals.
Any merit-based increases in base salary and the size of equity awards are based on the achievement of these corporate performance goals and individual performance goals, a review of competitive market data (based on our peer group), and consideration of the other factors described above. Cash awards made under our 2021 annual cash incentive compensation program were based upon achievement of the corporate goals approved by our Board.
During the last quarter of each year, our CEO evaluates our corporate performance and each of our other named executive officer's individual performance, as compared to the pre-established corporate goals and the named executive officer’s individual goals for that year. Based on this evaluation, our CEO recommends to our compensation committee any increases in base salary, annual equity awards and/or cash awards under our annual cash incentive compensation program. Our compensation committee, with input from our Board, evaluates our CEO’s individual performance and determines whether to adjust his base salary, grant him an annual equity award and/or make a cash award under our annual cash incentive compensation program.
Typically, our compensation committee grants annual equity awards, and determines adjustments to base salary and the amount of any annual cash incentive compensation award, at its last regularly scheduled meeting of the year. Our compensation committee may also review the compensation of our named executive officers throughout the course of the year. With respect to year-end reviews, any adjustments to base salary are effective at the beginning of the following year.
Executive Compensation Components
The primary elements of our executive compensation program are base salary, annual cash incentive compensation opportunities, annual equity incentive awards and broad-based health and welfare benefits programs. We have not adopted any formal guidelines for allocating total compensation between long-term and short-term compensation, cash compensation and non-cash compensation, or among different forms of non-cash compensation. With the exception of our 2021 annual cash incentive compensation program, we do not have any pre-established target levels for allocations or apportionment by type of compensation.
Annual Cash Compensation
Base Salary
We provide base salaries to our named executive officers to compensate them with a fair and competitive base level of compensation for services rendered during the year. Typically, our compensation committee determines the base salary for each named executive officer based on his or her responsibilities and experience, as well as the recommendation of our CEO for named executive officers other than himself, and the other factors described above. In addition, our compensation committee reviews and considers the level of base salary paid by companies in our 2021 peer group for similar positions.
The table below sets forth the adjustments to base salary, in dollars and as an approximate percentage, for each of our named executive officers serving at the beginning of 2020:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Name | | 2020 Base Salary ($) | | 2021 Base Salary ($) | | Increase (%) | |
Sheldon L. Koenig (1) | | | 510,000 | | | 600,000 | | | 18% | |
Richard B. Bartram (2) | | | 400,000 | | | 420,000 | | | 5% | |
JoAnne Foody (3) | | | — | | | 505,000 | | | —% | |
Tim M. Mayleben (4) | | | 700,000 | | | 700,000 | | | —% | |
Ashley Hall (5) | | | 435,000 | | | 435,000 | | | —% | |
(1)Mr. Koenig joined the Company as our Chief Operating Officer on December 15, 2020 and his annualized base salary for 2020 was $510,000 which was determined based on an evaluation of base salaries for executives in similar positions in our 2020 peer group and Mr. Koenig's experience and qualifications. On May 18, 2021, Mr. Koenig became our President and Chief Executive Officer. The 2021 base salary above reflects his annualized salary had Mr. Koenig been our President and Chief Executive Officer for the full year.
(2)Mr. Bartram received a base salary increase on June 1, 2021. The 2021 base salary above reflects his annualized salary had Mr. Bartram received the June 1, 2021 base salary increase for the full year.
(3)Dr. Foody joined the Company as our Chief Medical Officer on June 28, 2021. Her 2021 base salary above of $505,000 which was determined based on an evaluation of base salaries for executives in similar positions in our 2021 peer group and Dr. Foody's experience and qualifications, reflects her annualized salary had Dr. Foody been our Chief Medical Officer for the full year.
(4)On May 17, 2021, the employment relationship with Tim M. Mayleben ended. The base salary for 2021 above reflects the annualized salary had Mr. Mayleben been employed for the full year.
(5)On August 12, 2021, the employment relationship with Ashley Hall ended. The base salary for 2021 above reflects the annualized salary has Ms. Hall been employed for the full year.
Annual Cash Incentive Compensation
In 2021, eligible employees, including our named executive officers, had the opportunity to earn cash bonuses under our 2021 cash incentive compensation program, based upon our achievement of the 2021 corporate performance goals approved by our compensation committee, and, for our eligible employees other than our named executive officers, based on their achievement of their individual performance goals, each as determined by the compensation committee. Each of our named executive officers are given a target annual cash incentive opportunity, expressed as a percentage of their annual base salary. Our named executive officer's 2021 annual cash incentive award was determined basedacquire upon the achievementexercise of corporate performance criteria and is described more fully below.
In December 2021, our CEO evaluated our corporate performance against the 2021 corporate goals approved by our compensation committee. Based on this evaluation, our CEO recommended cash bonus payments under our 2021 cash incentive compensation program for each named executive officer other than himself.Also, in December 2021, the compensation committee assessed our performance against the pre-established 2021 corporate base described below.
The 2021 base corporate performance goals approved by our compensation committee, the relative weightings assigned to each goal, our actual achievement during the year as a percentage of the target performance level and the weighted performance against these corporate goals for 2021, are set forth in the table below.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
2021 Corporate Base Goals | | Relative Weighting (%) | | | Actual Achievement for 2021 (as a % of target) | | | Weighted Performance (%) | |
Achieve annual NEXLETOL/NEXLIZET U.S. net product revenue goal
| | | 50 | | | | — | | | | — | |
Support 1) Daiichi Sankyo Europe in the commercialization of NILEMDO and NUSTENDI in Europe to achieve their forecasted 2021 European net product revenue goal and 2) Otsuka in initiating their Phase 2 clinical studies in Japan | | | 10 | | | | 100 | | | | 10 | |
Manage 2021 operating cash spend to goal
| | | 10 | | | | 100 | | | | 10 | |
Complete the rest of world, or ROW, deal in Q1 and access additional Oberland funds
| | | 10 | | | | 100 | | | | 10 | |
Achieve 75% of positively adjudicated primary MACE-4 composite events and 95% of adjudicated primary MACE-3 composite events required for completion of the cardiovascular outcomes trial, or CVOT | | | 10 | | | | 100 | | | | 10 | |
Enhance Esperion Leadership role in lipid management in evaluating Value/Outcome Based Contracting strategies to strengthen collaboration and broaden coverage with Medicare Payers to achieve >75% formulary coverage by 2022
Capitalize on favorable Commercial and Med D Payer Coverage by executing a targeted geography-based strategic pull-through campaign specific to payer wins in collaboration with field sales Generate Real World Evidence (RWE) to address Utilization Management Criteria in quantifying and identifying opportunities to expand use of Nexletol/Nexlizet and to reduce out-of-pocket cost for patients | | | 10 | | | | 100 | | | | 10 | |
Approved 2021 Corporate Base Performance Level | | | 100 | | | | | | | | 50 | |
Our compensation committee, with input from the senior members of the management team and the board of directors, set certain of our 2021 corporate goals requiring a high level of effort and execution on the part of the named executive officers.
Based on the overall performance in 2021, our compensation committee determined that we had achieved 50% of our base corporate goals, resulting in payout of the portion of cash bonuses under our 2021 cash incentive compensation program based upon achievement of corporate goals at 50% of target to our named executive officers, taking into consideration the significant corporate achievements described above.
Mr. Mayleben and Ms. Hall were not eligible for the 2021 bonus as they separated from the Company in May and August 2021, respectively. Following its determination of achievement of the pre-determined corporate goals for named executive officers, the compensation committee approved cash bonuses for 2021 performance to our named executive officers who were eligible to receive bonuses, as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Name | | 2021 Target Award (% of Base Salary) | | 2021 Target Award Opportunity ($) | | 2021 Actual Bonus Payment ($) | | 2021 Actual Bonus Payment (% of Target Award Opportunity) | |
Sheldon L. Koenig | | | 50 | | | 300,000 | | | 150,000 | | | 50 | |
Richard B. Bartram | | | 40 | | | 168,000 | | | 84,000 | | | 50 | |
JoAnne Foody | | | 45 | | | 227,250 | | | 113,625 | | | 50 | |
Long-Term Incentive Compensation
Long-term incentive compensation, in the form of equity awards, is granted to our named executive officers in the discretion of our compensation committee under the terms of our Amended and Restated 2013 Stock Option and Incentive Plan (the “2013 Plan”). Equity awards granted to our named executive officers upon commencement of employment are typically granted under the terms of the 2017 Inducement Plan. Our compensation committee believes that equity awards that are subject to vesting over time can be an effective vehicle for aligning team and individual performance with the achievement of our longer-term strategic and financial goals, and with stockholders' interests. These equity awards are designed to:
• reward demonstrated leadership and performance;
• align our named executive officers' interests with those of our stockholders;
• retain our named executive officers through the term of the awards;
• maintain competitive levels of executive equity incentive compensation; and
• motivate our named executive officers for outstanding future performance.
The market for qualified and talented executives in the biopharmaceutical industry is highly competitive and we compete for talent with many companies, including major pharmaceutical companies that have greater resources than we do. Accordingly, we believe long-term incentive compensation in the form of equity awards is a crucial component of any competitive executive compensation package we offer.
Our equity awards have been in the form of options, to purchase shares of our common stock and RSUs. We typically grant equity awards to each of our named executive officers upon commencement of employment, annually in conjunction with our review of individual performanceexercisable currently or in connection with a promotion or as a special incentive. We may also grant additional awards from time to time to our named executive officers to reward demonstrated leadership and performance, align our named executive officers' interests with those of our stockholders, retain our named executive officers, maintain competitive levels of executive equity incentive compensation and motivate our named executive officers for outstanding future performance.
All equity awards granted to our named executive officers are approved by our compensation committee and, other than equity awards granted to new hires, or those made in connection with a promotion, are typically granted as of the beginning of the year. The size of these equity awards varies among our named executive officers based on their positions and annual performance assessments. Additionally, our compensation consultant, Compensia, provides our CEO with an analysis of the equity awards given to employees, including the named executive officers, of our peer group.Our CEO then prepares a recommendation of the equity awards to be given to our employees, including our named executive officers, based on each individual officer’s performance and our overall company performance.Our compensation committee will then approve or modify that recommendation.All stock options granted to our named executive officers have exercise prices equal to the fair market value of our common stock on the date of grant, so that the recipient will not realize any value from their options unless our share price increases above the exercise price. Accordingly, this portion of our named executive officers' compensation is "at risk" and is directly aligned with stockholder value creation.
In addition, the stock options and RSUs granted to our named executive officers typically vest over four years, which we believe provides an incentive to our named executive officers to create value over the long-term and to remain with the Company. For additional information regarding the equity awards granted to our named executive officers, including the vesting terms of such awards, see the “2021 Outstanding Equity Awards at Fiscal Year-End Table” below.
In January 2021, based on the recommendation of our CEO as well as the peer group analysis conducted by Compensia, our compensation committee granted stock options and RSUs to Mr. Mayleben, Mr. Bartram, and Ms. Hall in connection with their 2020 performance as well as our overall company performance. Our compensation committee granted Mr. Mayleben an option to purchase 175,000 shares of our common stock, Mr. Bartram an option to purchase 50,000 shares of our common stock, and Ms. Hall an option to purchase 31,000 shares of our common stock. Our compensation committee also granted Mr. Bartram 5,000 RSUs and Ms. Hall 7,000 RSUs. The options and RSUs vest over a four year period in equal quarterly installments, the first of which will be May 15, 2021.
In January 2021, in connection with his hire with the Company, our compensation committee granted Mr. Koenig an option to purchase 150,000 shares of our common stock and 30,000 RSUs. The options and RSUs will vest over a four year period with 25% vesting on the one year anniversary of December 15, 2020 and the remainder in equal quarterly installments over the three year period thereafter. In May 2021, in connection with Mr. Koenig's promotion to President and Chief Executive Officer, our compensation committee granted Mr. Koenig an option to purchase 120,000 shares of our common stock and 20,000 RSUs. The options and RSUs vest over a four year period with 25% vesting on the one year anniversary of June 15, 2021 and the remainder in equal quarterly installments over the three year period thereafter.
In June 2021, in connection with her hire with the Company, our compensation committee granted Dr. Foody an option to purchase 88,692 shares of our common stock and 62,528 RSUs. The options and RSUs will vest over a four year period with 25% vesting on the one year anniversary of July 15, 2021 and the remainder in equal quarterly installments over the three year period thereafter.
In June 2021, in consultation with our compensation consultant, our compensation committee granted Mr. Bartram an option to purchase 37,500 shares of our common stock and 26,400 performance-based RSUs and granted Ms. Hall an option to purchase 26,900 shares of our common stock and 18,900 performance-based RSUs in connection with a retention program designed for certain company employees, including our named executive officers, to address underwater equity and provide additional long term incentive to essential employees to continue supporting the Company in achieving its goals, including reaching the top-line readout of our CLEAR Outcomes trial. The options vest over a four year period in equal quarterly installments, the first of which will be October 15, 2021. The performance-based RSUs will vest only if performance goals related to the Company's net U.S. sales are achieved over a two-year period beginning July 1, 2021. The actual number of units (if any) received under this award will depend on continued employment and actual performance over the two-year performance period.
In October 2021, in consultation with our compensation consultant, our compensation committee granted performance-based stock options and performance-based RSUs to Mr. Koenig, Mr. Bartram, and Dr. Foody in connection with a targeted retention program designed for certain company employees, including our named executive officers, to address underwater equity and provide additional long term incentive to essential employees of the Company to continue supporting the Company in achieving its goals, including reaching the top-line readout of our CLEAR Outcomes trial. Our compensation committee granted Mr. Koenig performance-based stock options to purchase 37,850 shares of our common stock and 26,700 performance-based RSUs. Our compensation committee granted Mr. Bartram performance-based stock options to purchase 26,500 shares of our common stock and 18,700 performance-based RSUs. Our compensation committee granted Dr. Foody performance-based stock options to purchase 31,850 shares of our common stock and 22,450 performance-based RSUs. The awards will vest 50% upon the public presentation of the results of the CVOT trial and 50% upon obtaining approval for cardiovascular risk reduction into the U.S. label.
In connection with the end of Mr. Mayleben's, Ms. Hall's, and Mr. Bartram's employment with the Company, all 2021 unvested equity awards were forfeited.
Employee Benefits
In addition to the primary elements of compensation described above, our named executive officers are also eligible to participate in broad-based employee benefits programs available to all of our employees, including health insurance, life and disability insurance and our 401(k) plan. We match, in cash, 50% of the contributions to the Esperion Therapeutics' 401(k) plan by our employees, including our named executive officers, up to a maximum of 6% of their base salary. The 401(k) match vests over a three year period as follows: on or after first anniversary of date of hire: 33%; on or after second anniversary of date of hire: 67%; on or after third anniversary of date of hire: 100%.
Severance and Change in Control Arrangements
We have entered into employment agreements with each of our named executive officers that provide for specified payments and benefits in connection with a termination of employment by the Company without cause or a resignation by the executive officer for good reason. Our goal in providing severance and change in control payments and benefits is to offer sufficient cash continuity
protection such that our named executive officers will focus their full time and attention on the requirements of the business rather than the potential implications for their respective positions. We prefer to have certainty regarding the potential severance amounts payable to our named executive officers, rather than negotiating severance at the time that a named executive officer's employment terminates. We have also determined that accelerated vesting provisions with respect to time-based equity awards upon a change in control of the Company are appropriate in certain circumstances because they encourage our named executive officers to stay focused on the business in those circumstances, rather than focusing on the potential implications for them personally. In addition, these employment agreements with our named executive officers contain non-solicitation, non-competition and confidentiality provisions.None of the employment agreements with our named executive officers provide for tax gross-ups or other reimbursement for tax amounts they might pay.
For a description of severance and change in control arrangements with our named executive officers, see "Employment Arrangements with our Named Executive Officers" and "Estimated Payments and Benefits upon Termination or Change in Control" below.
Other Compensation Policies
Hedging and Pledging Prohibitions
Our insider trading policy expressly prohibits short sales of our securities (including short sales "against the box”) and derivative transactions of our stock by our named executive officers, the non-employee members of our Board and specified other employees. Our insider trading policy expressly prohibits, without the advance approval of our audit committee, purchases or sales of puts, calls or other derivative securities of the Company or any derivative securities that provide the economic equivalent of or monetization transactions accomplished through the use of prepaid variable forwards, equity swaps, collars and exchange funds.
In addition, our insider trading policy expressly prohibits our named executive officers, the non-employee members of our Board and specified other employees from purchasing our securities on margin or borrowing against Company securities held in a margin account or, without the advance approval of our audit committee, pledging our securities as collateral for a loan or modifying an existing pledge.
Tax Considerations
None of our executive officers or non-employee members of our Board are entitled to a gross-up or other reimbursement for tax amounts they might pay pursuant to Section 4999 or Section 409A of the Code. Sections 280G and 4999 of the Code provide that executive officers, directors who hold significant stockholder interests and certain other service providers could be subject to significant additional taxes if they receive payments or benefits in connection with a change in control of our Company that exceed certain limits, and that we or our successor could lose a deduction on the amounts subject to the additional tax.
Generally, Section 162(m) of the Code disallows a federal income tax deduction for public corporations of remuneration in excess of $1 million paid for any fiscal year to “covered employees” of the Company. With respect to taxable years before January 1, 2018, remuneration in excess of $1 million was exempt from this deduction limit if it qualified as “performance-based compensation” within the meaning of Section 162(m).
Under the Tax Cuts and Job Act of 2017, effective for taxable years that began after December 31, 2017, (1) the scope of Section 162(m) was expanded such that all named executive officers are “covered employees” and anyone who was a named executive officer in any year after 2016 will remain a covered employees for as long as he or she (or his or her beneficiaries) receive compensation from the Company and (2) the exception to the deduction limit for commission-based compensation and performance-based compensation was eliminated except with respect to certain grandfathered arrangements in effect as of November 2, 2017 that are not subsequently materially modified. Accordingly, compensation paid to our named executive officers in excess of $1 million will not be deductible unless it qualifies for the transition relief applicable to certain arrangements in place as of November 2, 2017, as described above.
The compensation committee believes that stockholder interests are best served if the committee retains maximum flexibility to design executive compensation programs that meet stated business objectives. For these reasons, the compensation committee, while considering tax deductibility as a factor in determining executive compensation, may not limit such compensation to those levels that will be deductible, particularly in light of the expansion of the covered employee group and the elimination of the exception for performance-based compensation.
2021 Summary Compensation Table
The following table provides information regarding the compensation paid and awarded to or earned by our named executive officers for each of the fiscal years set forth below.
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Name and Principal Position | | Year | | Salary ($) | | Bonus ($) | | Stock awards ($) (1) | | Option awards ($) (2) | | Non-equity incentive plan compensation ($) (3) | | All other compensation ($) | | Total ($) |
Sheldon L. Koenig | | 2021 | | 565,909 | (4) | — | | | 1,619,698 | | 5,427,619 | | 150,000 | | 13,000 | (5) | | 7,776,226 |
President and Chief Executive Officer | | 2020 | | 23,182 | (6) | — | | | — | | — | | — | | — | | | 23,182 |
| | | | | | | | | | | | | | | | | |
Richard B. Bartram | | 2021 | | 411,667 | (7) | — | | | 922,306 | | 1,895,559 | | 84,000 | | 9,750 | (5) | | 3,323,282 |
| 2020 | | 400,000 | | — | | | 461,584 | | 1,470,247 | | 120,000 | | 9,750 | | | 2,461,581 |
Chief Financial Officer | | 2019 | | 340,000 | | — | | | — | | — | | 136,000 | | 9,500 | | | 485,500 |
JoAnne Foody | | 2021 | | 258,239 | (8) | 100,000 | (9) | | 1,608,834 | | 1,603,426 | | 113,625 | | — | | | 3,684,124 |
Chief Medical Officer | | | | | | | |
Tim M. Mayleben | | 2021 | | 265,152 | (10) | — | | | — | | 3,986,245 | | — | 3,975,889 | (11) | | 8,227,286 |
| 2020 | | 700,000 | | — | | | 1,420,021 | | 4,518,084 | | 210,000 | | 76,919 | | | 6,925,024 |
Former Chief Executive Officer | | 2019 | | 625,000 | | — | | | — | | — | | 375,000 | | 80,850 | | | 1,080,850 |
Ashley Hall | | 2021 | | 270,063 | (12) | — | | | 650,468 | | 1,134,130 | | — | | 822,588 | (13) | | 2,877,249 |
Former Chief Development Officer | | 2020 | | 435,000 | | 300,000 | | | 337,370 | | 1,073,411 | | 145,000 | | 9,750 | | | 2,300,531 |
(1)Amount represent the aggregate grant date fair value of an RSU award computed in accordance with FASB ASC Topic 718. See Note 13 of the notes to our financial statements in our Annual Report on Form 10-K filed with the SEC on February 22, 2022, for a discussion of our assumptions in determining the grant date fair values of equity awards. This amount does not correspond to the actual value that may be recognized by our named executive officers.
(2)Amounts represent the aggregate grant date fair value of option awards granted to our named executive officers computed in accordance with FASB ASC Topic 718. See Note 13 of the notes to our financial statements in our Annual Report on Form 10-K filed with the SEC on February 22, 2022, for a discussion of our assumptions in determining the grant date fair values of equity awards. These amounts do not correspond to the actual value that may be recognized by our named executive officers.
(3)The amounts reported represent cash incentive awards made to our named executive officers under our annual incentive program. See "Compensation Discussion and Analysis—Annual Cash Compensation—Annual Cash Incentive Compensation" above for additional information.
(4)Mr. Koenig became President and Chief Executive Officer on May 17, 2021 with an annualized salary of $600,000. Prior to his appointment, Mr. Koenig earned an annualized salary of $510,000 in his previous role of Chief Operating Officer.
(5)Represents matching contributions to our 401(k) plan.
(6)Mr. Koenig joined the company as our Chief Operating Officer effective December 15, 2020. The amount reflected in the Salary column for 2020 is based upon an annualized base salary of $510,000.
(7)Mr. Bartram received a base salary increase to $420,000 on June 1, 2021.
(8)Dr. Foody joined the company as our Chief Medical Officer effective June 28, 2021. The amount reflected in the Salary column for 2021 is based upon an annualized base salary of $505,000.
(9)Dr. Foody received a one-time sign-on bonus of $100,000.
(10)The employment relationship with Mr. Mayleben ended on May 17, 2021. The amount reflected in the Salary column for 2021 is based upon an annualized base salary of $700,000.
(11)Consists of (1) $174,779 of base salary continuation for three months following termination in accordance with the separation agreement, (2) $9,975 of health care continuation associated with Mr. Mayleben's termination, (3) $40,385 of payments for accrued paid time off upon termination, (4) $3,719,616 of incremental fair value from the modification of Mr. Mayleben's equity
awards in accordance with FASB ASC Topic 718 associated with the terms of his separation agreement (5) $5,425 in matching contributions to our 401(k) plan, (6) $22,500 in commuting allowances paid to Mr. Mayleben for expenses incurred for travel between his primary residence and our corporate headquarters and (7) $3,209 of other fringe benefits.
(12)The employment relationship with Ms. Hall ended on August 12, 2021. The amount reflected in the Salary column for 2021 is based upon an annualized base salary of $435,000.
(13)Consists of (1) $326,250 of base salary payments upon termination, which will be paid in equal installments over the nine-month period following the August 12, 2021 termination date, of which $164,938 was paid in 2021, (2) $12,219 of health care continuation for nine months associated with Ms. Hall’s termination, (3) $34,585 of payments for accrued paid time off upon termination, (4) $440,340 of incremental fair value from the modification of Ms. Hall's equity awards in accordance with FASB ASC Topic 718 associated with her termination and (5) $9,194 in matching contributions to our 401(k) plan.
2021 Grants of Plan-Based Awards Table
The following table shows information regarding grants of plan-based awards during the fiscal year end December 31, 2021, to our named executive officers.
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Name | | Grant Date | | Estimated future payouts under non-equity incentive plan awards: Target ($) (1) | | Estimated future payouts under non-equity incentive plan awards: Maximum ($) (2) | | All other stock awards: number of shares of stock or units (#) | | All other options awards: number of securities underlying options (#) | | Exercise or base price of equity awards ($/sh) (3) | | Grant date fair value of stock and option awards ($) (4) |
Sheldon L. Koenig | | — | | | — | | | 300,000 | | | — | | | — | | | — | | | — | |
| | 1/28/2021 | | — | | | — | | | — | | | 150,000 | | | 32.12 | | | 3,416,782 | |
| | 5/17/2021 | | — | | | — | | | — | | | 120,000 | | | 20.87 | | | 1,782,333 | |
| | 10/29/2021 | | — | | | — | | | — | | | 37,850 | | | 8.94 | | | 228,505 | |
| | 1/28/2021 | | — | | | — | | | 30,000 | | | — | | | 32.12 | | | 963,600 | |
| | 5/17/2021 | | — | | | — | | | 20,000 | | | — | | | 20.87 | | | 417,400 | |
| | 10/29/2021 | | — | | | — | | | 26,700 | | | — | | | 8.94 | | | 238,698 | |
Richard B. Bartram | | — | | | 168,000 | | | — | | | — | | | — | | | — | | | — | |
| | 1/28/2021 | | — | | | — | | | — | | | 50,000 | | | 32.12 | | | 1,138,927 | |
| | 6/28/2021 | | — | | | — | | | — | | | 37,500 | | | 22.52 | | | 596,648 | |
| | 10/29/2021 | | — | | | — | | | — | | | 26,500 | | | 8.94 | | | 159,984 | |
| | 1/28/2021 | | — | | | — | | | 5,000 | | | — | | | 32.12 | | | 160,600 | |
| | 6/28/2021 | | — | | | — | | | 26,400 | | | — | | | 22.52 | | | 594,528 | |
| | 10/29/2021 | | — | | | — | | | 18,700 | | | — | | | 8.94 | | | 167,178 | |
JoAnne Foody | | — | | | 227,250 | | | — | | | — | | | — | | | — | | | — | |
| | 6/28/2021 | | — | | | — | | | — | | | 88,692 | | | 22.52 | | | 1,411,143 | |
| | 10/29/2021 | | — | | | — | | | — | | | 31,850 | | | 8.94 | | | 192,282 | |
| | 6/28/2021 | | — | | | — | | | 62,528 | | | — | | | 22.52 | | | 1,408,131 | |
| | 10/29/2021 | | — | | | — | | | 22,450 | | | — | | | 8.94 | | | 200,703 | |
Tim M. Mayleben | | 1/28/2021 | | — | | | — | | | — | | | 175,000 | | | 32.12 | | | 3,986,245 | |
Ashley Hall | | 1/28/2021 | | — | | | — | | | — | | | 31,000 | | | 32.12 | | | 706,135 | |
| | 6/28/2021 | | — | | | — | | | — | | | 26,900 | | | 22.52 | | | 427,995 | |
| | 1/28/2021 | | — | | | — | | | 7,000 | | | — | | | 32.12 | | | 224,840 | |
| | 6/28/2021 | | — | | | — | | | 18,900 | | | — | | | 22.52 | | | 425,628 | |
(1)Represents the target annual cash incentive award opportunities for each named executive officer under our 2021 annual incentive program as established by the compensation committee and described in "Compensation Discussion and Analysis" above. Actual payments made for 2021 are reported in the "Summary Compensation Table." There are no threshold amounts under our annual incentive program and, accordingly, that column has been omitted. There are no maximum amounts under our annual incentive program for named executive officers other than Mr. Koenig.
(2)Represents the maximum annual cash incentive award for Mr. Koenig under our 2021 annual incentive program. Mr. Koenig’s annual cash incentive award is based upon the achievement of corporate performance criteria and determined by the compensation committee.
(3)The exercise price of these stock options or base price for RSU awards was determined by the compensation committee and is equal to the closing price of the Company's common stock on the NASDAQ Global Market on the grant date.
(4)Amounts represent the grant date fair value of equity awards granted to our named executive officers computed in accordance with FASB ASC Topic 718. See Note 13 of the notes to our financial statements in our Annual Report on Form 10-K filed with the SEC on February 22, 2022, for a discussion of our assumptions in determining the grant date fair values of equity awards. These amounts do not correspond to the actual value that may be recognized by our named executive officers.
2021 Outstanding Equity Awards at Year-End Table
The following table shows information regarding outstanding equity awards held at December 31, 2021, by our named executive officers.
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| | | | 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) | | | 37,500 | | | | 112,500 | | | | 32.12 | | 1/28/2031 | | | — | | | — | |
| | 5/17/2021 (3) | | | — | | | 120,000 | | | | 20.87 | | 5/17/2031 | | | — | | | — | |
| | 10/29/2021 (4) | | | — | | | 37,850 | | | | 8.94 | | 10/29/2031 | | | — | | | — | |
| | 1/28/2021 (2) | | | — | | | — | | | — | | — | | | 22,500 | | | | 112,500 | | |
| | 5/17/2021 (3) | | | — | | | — | | | — | | — | | | 20,000 | | | | 100,000 | | |
| | 10/29/2021 (4) | | | — | | | — | | | — | | — | | | 26,700 | | | | 133,500 | | |
Richard B. Bartram | | 7/23/2013 (5) | | | 15,000 | | | | — | | | | 17.11 | | 7/23/2023 | | | — | | | — | |
| | 12/20/2013 (5) | | | 17,200 | | | | — | | | | 12.92 | | 12/20/2023 | | | — | | | — | |
| | 1/2/2015 (6) | | | 30,000 | | | | — | | | | 41.23 | | 1/2/2025 | | | — | | | — | |
| | 3/18/2015 (6) | | | 12,000 | | | | — | | | | 105.72 | | 3/18/2025 | | | — | | | — | |
| | 1/4/2016 (6) | | | 25,000 | | | | — | | | | 21.65 | | 1/4/2026 | | | — | | | — | |
| | 1/3/2017 (6) | | | 30,000 | | | | — | | | | 12.88 | | 1/3/2027 | | | — | | | — | |
| | 2/21/2017 (6) | | | 6,500 | | | | — | | | | 24.42 | | 2/21/2027 | | | — | | | — | |
| | 1/2/2018 (6) | | | 36,090 | | | | 2,410 | | | | 66.50 | | 1/2/2028 | | | — | | | — | |
| | 11/28/2018 (6) | | | 9,000 | | | | 3,000 | | | | 52.38 | | 11/28/2028 | | | — | | | — | |
| | 1/2/2020 (6) | | | 14,826 | | | | 19,074 | | | | 61.34 | | 1/2/2030 | | | — | | | — | |
| | 1/28/2021 (12) | | | 9,375 | | | | 40,625 | | | | 32.12 | | 1/28/2031 | | | — | | | | — | | |
| | 6/28/2021 (13) | | | 2,343 | | | | 35,157 | | | | 22.52 | | 6/28/2031 | | | — | | | | — | | |
| | 10/29/2021 (4) | | | — | | | | 26,500 | | | | 8.94 | | 10/29/2031 | | | — | | | | — | | |
| | 1/2/2020 (7) | | | — | | | | — | | | | — | | — | | | 4,235 | | | | 21,175 | | |
| | 1/28/2021 (12) | | | — | | | | — | | | | — | | — | | | 4,064 | | | | 20,320 | | |
| | 6/28/2021 (8) | | | — | | | | — | | | | — | | — | | | 26,400 | | | | 132,000 | | |
| | 10/29/2021 (4) | | | — | | | | — | | | | — | | — | | | 18,700 | | | | 93,500 | | |
JoAnne Foody | | 6/28/2021 (9) | | | — | | | 88,692 | | | | 22.52 | | 6/28/2031 | | | — | | | — | |
| | 10/29/2021 (4) | | | — | | | 31,850 | | | | 8.94 | | 10/29/2031 | | | — | | | — | |
| | 6/28/2021 (9) | | | — | | | — | | | — | | — | | | 62,528 | | | | 312,640 | | |
| | 10/29/2021 (4) | | | — | | | — | | | — | | — | | | 22,450 | | | | 112,250 | | |
Tim M. Mayleben (14) | | 7/23/2013 (6) | | | 190,000 | | | — | | | 17.11 | | 7/23/2023 | | | — | | | — | |
| | 12/20/2013 (6) | | | 40,000 | | | — | | | 12.92 | | 8/17/2023 | | | — | | | — | |
| | 1/2/2015 (6) | | | 92,000 | | | — | | | 41.23 | | 8/17/2023 | | | — | | | — | |
| | 3/18/2015 (6) | | | 36,800 | | | — | | | 105.72 | | 8/17/2023 | | | — | | | — | |
| | 1/4/2016 (6) | | | 30,000 | | | — | | | 21.65 | | 8/17/2023 | | | — | | | — | |
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| | | | Option awards (continued) | | Stock awards (continued) | |
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) | |
Tim M. Mayleben (continued) | | 1/3/2017 (6) | | | 140,000 | | | — | | | | 12.88 | | 8/17/2023 | | | — | | | — | |
| | 2/21/2017 (6) | | | 171,100 | | | — | | | | 24.42 | | 8/17/2023 | | | — | | | — | |
| | 1/2/2018 (10) | | | 100,305 | | | | 6,695 | | | | 66.50 | | 8/17/2023 | | | — | | | — | |
| | 11/28/2018 (10) | | | 82,500 | | | — | | | | 52.38 | | 8/17/2023 | | | — | | | — | |
| | 1/2/2020 (10) | | | 45,570 | | | 6,510 | | | | 61.34 | | 8/17/2023 | | | — | | | — | |
| | 1/28/2021 (12) | | | 10,937 | | | | — | | | | 32.12 | | 8/17/2023 | | | — | | | — | |
| | 1/2/2020 (10) | | | — | | | | — | | | | — | | — | | | 5,787 | | | | 28,935 | | |
Ashley Hall (15) | | 8/19/2015 (11) | | | 150,000 | | | | — | | | | 57.54 | | 2/12/2023 | | | — | | | | — | | |
| | 1/4/2016 (5) | | | 20,000 | | | | — | | | | 21.65 | | 2/12/2023 | | | — | | | | — | | |
| | 1/3/2017 (6) | | | 27,000 | | | | — | | | | 12.88 | | 2/12/2023 | | | — | | | | — | | |
| | 2/21/2017 (6) | | | 100,000 | | | | — | | | | 24.42 | | 2/12/2023 | | | — | | | | — | | |
| | 1/2/2018 (6) | | | 12,250 | | | | — | | | | 66.5 | | 2/12/2023 | | | — | | | | — | | |
| | 11/28/2018 (6) | | | 18,750 | | | | — | | | | 52.38 | | 2/12/2023 | | | — | | | | — | | |
| | 1/2/2020 (6) | | | 9,276 | | | | — | | | | 61.34 | | 2/12/2023 | | | — | | | | — | | |
| | 1/28/2021 (12) | | | 1,937 | | | | — | | | | 32.12 | | 2/12/2023 | | | — | | | | — | | |
(1)The market value of the unvested units is calculated based on the number of unvested units at December 31, 2021, and the closing market price of the Company's stock on December 31, 2021, the last trading day of 2021, of $5.00 per share.
(2)The grants vests over a four-year period, with 25% of the shares vesting on the one-year anniversary of December 15, 2020, and 1/16th vesting on each quarterly anniversary of such date thereafter, subject to continued employment through each such date.
(3)The grants vests over a four-year period, with 25% of the shares vesting on the one-year anniversary of June 15, 2021, and 1/16th vesting on each quarterly anniversary of such date thereafter, subject to continued employment through each such date.
(4)These performance-based grants vest 50% upon the CVOT public presentation of results and 50% upon obtaining approval for cardiovascular risk reduction into the U.S. label.
(5)The option vests over a four-year period following the grant date with 25% of the shares underlying each option vesting on the one-year anniversary of the grant date and 1/16th vesting on each quarterly anniversary of such date thereafter, subject to continued employment through each such date.
(6)The options vest over a four-year period following the grant date in equal quarterly installments, subject to continued employment through each such date.
(7)The RSUs vest over a four-year period following the grant date in equal quarterly installments, subject to continued employment through each such date.
(8) These grants are performance-based restricted stock units that will vest only if performance goals related to the Company's net sales are achieved over a two-year period beginning July 1, 2021.
(9)The grants vests over a four-year period, with 25% of the shares vesting on the one-year anniversary of July 15, 2021, and 1/16th vesting on each quarterly anniversary of such date thereafter, subject to continued employment through each such date.
(10)The options originally vested over a four-year period following the grant date in equal quarterly installments, subject to continued employment through each such date. Per the CEO Departure Agreement, Mr. Mayleben continues to vest during the 9 month period of his consulting arrangement following his departure.
(11)The option vests over a four-year period with 25% of the shares underlying the option vesting on the one-year anniversary of August 4, 2016, and 1/16th vesting on each quarterly anniversary of such date thereafter, subject to continued employment through each such date.
(12)These grants vest over a four-year period in equal quarterly installments, the first of which will be May 15, 2021, subject to continued employment through such date.
(13)These grants vest over a four-year period in equal quarterly installments, the first of which will be October 15, 2021, subject to continued employment through such date.
(14)Mr. Mayleben's last day with Esperion was May 17, 2021. The option expiration dates reflected in the table are based on his Departure agreement.
(15)Ms. Hall's last day with Esperion was August 12, 2021. The option expiration dates reflected in the table were modified upon her termination.
2021 Option Exercises and Stock Vested Table
The following table shows information regarding exercised stock options and RSU awards that vested during the year ended December 31, 2021.
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| | Option Awards | | RSU Awards Vested |
Name | | Number of shares acquired on exercise | | Value realized on exercise ($) (1) | | Number of shares vested | | Value realized on vest date ($) (2) |
Sheldon Koenig | | — | | — | | 7,500 | | 40,125 |
Richard Bartram | | — | | — | | 2,816 | | 55,146 |
JoAnne Foody | | — | | — | | — | | — |
Tim Mayleben | | 262,959 | | 2,144,737 | | 4,341 | | 112,866 |
Ashley Hall | | — | | — | | 1,466 | | 35,792 |
(1)The amount reported was calculating by multiplying the number of shares exercised by the difference between the option grant exercise price and the stock price upon exercise.
(2)The amount reported was calculated by multiplying the number of shares acquired on vesting by the closing price of the Company's common stock on the vesting date.
Pension Benefits
None of our named executive officers participates in or has an account balance in qualified or non-qualified defined benefit plans sponsored by us.
Non-Qualified Deferred Compensation
None of our named executive officers participates in or has an account balance in non-qualified defined contribution plans or other deferred compensation plans maintained by us.
Employment Arrangements with Our Named Executive Officers
Employment Agreements
We have entered into amended and restated employment agreements with each of our named executive officers. Except as noted below, these amended and restated employment agreements provide for "at will" employment.
Mr. Koenig
On May 18, 2021, we entered into an amended and restated employment agreement with Mr. Koenig. Mr. Koenig receives an annual base salary of $600,000. Pursuant to the terms of his employment agreement, Mr. Koenig is also eligible to receive an annual performance bonus, with a target amount equal to 50% of his annual base salary. Mr. Koenig is also eligible to participate in the Company's employee benefit plans, subject to the terms of such plans. Pursuant to his employment agreement, in the event that Mr. Koenig’s employment is terminated by the Company without "cause" (as defined in the employment agreement) or he resigns his employment for “good reason” (as defined in the employment agreement), subject to his execution and non-revocation of a separation agreement that includes a customary release of claims in favor of the Company, he is entitled to receive (i) an amount equal to twelve months of his then-current annual base salary, payable in twelve monthly installments, and (ii) if he is participating in our group health plan immediately prior to his termination, a monthly cash payment until the earlier of twelve months following termination or the end of his COBRA health continuation period in an amount equal to the amount that we would have made to provide health insurance to him had he remained employed with us. In the event of a "sale event" (as defined in the employment agreement), all stock options and other stock-based awards with time-based vesting held by Mr. Koenig will immediately accelerate and become exercisable or non-forfeitable as of the date of the sale event. In the event that Mr. Koenig’s employment is terminated by the Company without cause or he resigns his employment for "good reason" (as defined in the employment agreement), in either case within a 12 month period following a sale event, subject to his execution and non-revocation of a separation agreement that includes a customary release of claims in favor of the Company, he is entitled to receive (i) an amount equal to one and a half times his then-annual base salary, plus his target bonus, payable in lump sum within 60 days after the date of termination,August 2, 2022 and (ii) if he is participating in our group health plan immediately prior to his termination, a cash payment equal to the amount that we would have made to provide health insurance to him had he remained employed with us for 18 months following termination. In addition, Mr. Koenig has entered into an employee non-competition, non-solicitation, confidentiality and assignment agreement that contains, among other things, non-competition and non-solicitation provisions that apply during the term of his employment and for one year thereafter.
Mr. Bartram
On May 14, 2015, we entered into an employment agreement with Mr. Bartram. Mr. Bartram receives an annual base salary of $420,000. Pursuant to the terms of his employment agreement, Mr. Bartram is also eligible to receive an annual performance bonus, with a target amount equal to 40% of his annual base salary. Mr. Bartram is also eligible to participate in the Company's employee benefit plans, subject to the terms of such plans. Pursuant to his employment agreement, in the event that Mr. Bartram’s employment is terminated by the Company without "cause" (as defined in the employment agreement), subject to his execution and non-revocation of a separation agreement that includes a customary release of claims in favor of the Company, he is entitled to receive (i) an amount equal to nine months of his then-current annual base salary, payable in nine monthly installments, and (ii) if he is participating in our group health plan immediately prior to his termination, a monthly cash payment until the earlier of nine months following termination or the end of his COBRA health continuation period in an amount equal to the amount that we would have made to provide health insurance to him had he remained employed with us. In the event of a "sale event" (as defined in the employment agreement), all stock options and other stock-based awards with time-based vesting held by Mr. Bartram will immediately accelerate and become exercisable or non-forfeitable as of the date of the sale event. In the event that Mr. Bartram’s employment is terminated by the Company without cause or he resigns his employment for "good reason" (as defined in the employment agreement), in either case within a 12 month period following a sale event, subject to his execution and non-revocation of a separation agreement that includes a customary release of claims in favor of the Company, he is entitled to receive (i) an amount equal to his then-annual base salary, plus his target bonus, payable in lump sum within 60 days after the date of termination, and (ii) if he is participating in our group health plan immediately prior to his termination, a cash payment equal to the amount that we would have made to provide health insurance to him had he remained employed with us for 12 months following termination. In addition, Mr. Bartram has entered into an employee non-competition, non-solicitation, confidentiality and assignment agreement that contains, among other things, non-competition and non-solicitation provisions that apply during the term of his employment and for one year thereafter.
Ms. Foody
On June 28, 2021, we entered into an employment agreement with Ms. Foody. Ms. Foody receives an annual base salary of $505,000. Pursuant to the terms of her employment agreement, Ms. Foody is also eligible to receive an annual performance bonus, with a target amount equal to 45% of her annual base salary. Ms. Foody is also eligible to participate in the Company's employee benefit plans, subject to the terms of such plans. Pursuant to her employment agreement, in the event that Ms. Foody’s employment is terminated by the Company without "cause" (as defined in the employment agreement), subject to her execution and non-revocation of a separation agreement that includes a customary release of claims in favor of the Company, she is entitled to receive (i) an amount equal to nine months of her then-current annual base salary, payable in nine monthly installments, and (ii) if she is participating in our group health plan immediately prior to her termination, a monthly cash payment until the earlier of nine months following termination or the end of her COBRA health continuation period in an amount equal to the amount that we would have made to provide health insurance to her had she remained employed with us. In the event that Ms. Foody’s employment is terminated by the Company without cause or she resigns her employment for "good reason" (as defined in the employment agreement), in either case within a 12 month period following a sale event, subject to her execution and non-revocation of a separation agreement that includes a customary release of claims in favor of the Company, she is entitled to receive (i) an amount equal to her then-annual base salary, plus her target bonus, payable in lump sum within 60 days after the date of termination, and (ii) if she is participating in our group health plan immediately prior to her termination, a cash payment equal to the amount that we would have made to provide health insurance to her had she remained employed with us for 12 months following termination. In addition, Ms. Foody has entered into an employee non-competition, non-solicitation, confidentiality and assignment agreement that contains, among other things, non-competition and non-solicitation provisions that apply during the term of her employment and for one year thereafter.
Mr. Mayleben
On May 14, 2015, we entered into an employment agreement with Mr. Mayleben. Mr. Mayleben received an annual base salary of $700,000. Pursuant to the terms of his employment agreement, Mr. Mayleben was also eligible to receive an annual performance bonus, with a target amount equal to 60% of his annual base salary. Mr. Mayleben was also eligible to participate in our employee benefit plans, subject to the terms of such plans. Pursuant to his employment agreement, in the event that Mr. Mayleben’s employment was terminated by the Company without "cause" (as defined in the employment agreement) or he resigned his employment for "good reason" (as defined in the employment agreement), subject to his execution and non-revocation of a separation agreement that includes a customary release of claims in favor of the Company, Mr. Mayleben was entitled to receive (i) severance in an amount equal to his then-current annual base salary, payable in 12 monthly installments, and (ii) if he was participating in our group health plan immediately prior to his termination, a monthly cash payment until the earlier of 12 months following termination or the end of his COBRA health continuation period in an amount equal to the amount that we would have made to provide health insurance to him had he remained employed with us. In the event of a "sale event" (as defined in the employment agreement), all stock options and other stock-based awards with time-based vesting held by Mr. Mayleben would immediately accelerate and become exercisable or non-forfeitable as of the date of the sale event. In the event that his employment was terminated by the Company without cause or he resigns his employment for good reason, in either case within a 12 month period following a sale event, subject to his execution and non-revocation of a separation agreement that includes a customary release of claims in favor of the Company, Mr. Mayleben was entitled to receive (i) an amount equal to one and a half times his then-annual base salary, plus his target bonus, payable in lump sum within 60 days after the date of termination, and (ii) if he was participating in our group health plan immediately prior to his termination, a cash payment equal to the amount that we would have made to provide health insurance to him had he remained employed with us for 18 months following termination. In addition, Mr. Mayleben has entered into an employee non-competition, non-solicitation, confidentiality and assignment agreement that contains, among other things, non-competition and non-solicitation provisions that apply during the term of his employment and for one year thereafter.
Ms. Hall
On August 28, 2015, we entered into an employment agreement with Ms. Hall. Ms. Hall received an annual base salary of $435,000. Pursuant to the terms of her employment agreement, Ms. Hall was also eligible to receive an annual performance bonus, with a target amount equal to 45% of her annual base salary. Ms. Hall was also eligible to participate in the Company's employee benefit plans, subject to the terms of such plans. Pursuant to her employment agreement, in the event that Ms. Hall’s employment was terminated by the Company without "cause" (as defined in the employment agreement), subject to her execution and non-revocation of a separation agreement that includes a customary release of claims in favor of the Company, she was entitled to receive (i) an amount equal to nine months of her then-current annual base salary, payable in nine monthly installments, and (ii) if she was participating in our group health plan immediately prior to her termination, a monthly cash payment until the earlier of nine months following termination or the end of her COBRA health continuation period in an amount equal to the amount that we would have made to provide health insurance to her had she remained employed with us. In the event that Ms. Hall’s employment was terminated by the Company without cause or she resigned her employment for "good reason" (as defined in the employment agreement), in either case within a 12 month period following a sale event, subject to her execution and non-revocation of a separation agreement that includes a customary release of claims in favor of the Company, she was entitled to receive (i) an amount equal to her then-annual base salary, plus her target bonus, payable in lump sum within 60 days after the date of termination, and (ii) if she was participating in our group health plan immediately prior to her termination, a cash payment equal to the amount that we would have made to provide health
insurance to her had she remained employed with us for 12 months following termination. In addition, Ms. Hall has entered into an employee non-competition, non-solicitation, confidentiality and assignment agreement that contains, among other things, non-competition and non-solicitation provisions that apply during the term of her employment and for one year thereafter.
Estimated Payments and Benefits Upon Termination or Change in Control
The amount of compensation and benefits payable to each of our named executive officers in various termination of employment and change in control situations, assuming that the triggering event occurred on December 31, 2021, has been estimated in the tables below. The closing price of the Company's common stock on the NASDAQ Stock Market as of December 31, 2021, the last trading day of 2021, was $5.00 per share. The value of the unvested stock options was calculated by multiplying the number of unvested option shares subject to vesting acceleration as of December 31, 2021, by the difference between the closing price of the Company's common stock as of December 31, 2021, and the exercise price for such unvested option shares. The value of the unvested RSUs was calculated by multiplying the number of unvested RSUs subject to vesting acceleration as of December 31, 2021 by the closing price of the Company's common stock as of December 31, 2021.
Mr. Koenig
The following table sets forth the potential payments and benefits upon employment termination or a sale event for Sheldon L. Koenig, the Company's President and Chief Executive Officer, as if the triggering event occurred on December 31, 2021.
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Executive benefits and payment upon termination | | Voluntary resignation not for good reason ($) | | Voluntary resignation for good reason ($) | | Termination by Company without cause ($) | | Termination by Company for cause ($) | | Upon a sale event ($) | | Termination by Company without cause or voluntary resignation for good reason within 12 months following a sale event ($) |
Compensation: | | | | | | | | | | | | | | | | | | |
Base salary | | | — | | | 600,000 | | | 600,000 | | | — | | | — | | | 900,000 |
Cash incentive bonus | | | — | | | — | | | — | | | — | | | — | | | 300,000 |
Equity awards unvested and accelerated | | | — | | | — | | | — | | | — | | | 346,000 | | | — |
Benefits and Perquisites: | | | | | | | | | | | | | | | | | | |
Health care continuation | | | — | | | 16,292 | | | 16,292 | | | — | | | — | | | 24,438 |
Total | | | — | | | 616,292 | | | 616,292 | | | — | | | 346,000 | | | 1,224,438 |
Mr. Bartram
The following table sets forth the potential payments and benefits upon employment termination or a sale event for Richard B. Bartram, the Company's Chief Financial Officer, as if the triggering event occurred on December 31, 2021. The Company's employment relationship with Mr. Bartram will end on April 8, 2022 with no payments and benefits due.
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Executive benefits and payment upon termination | | Voluntary resignation not for good reason ($) | | Voluntary resignation for good reason ($) | | Termination by Company without cause ($) | | Termination by Company for cause ($) | | Upon a sale event ($) | | Termination by Company without cause or voluntary resignation for good reason within 12 months following a sale event ($) |
Compensation: | | | | | | | | | | | | | | | | | | |
Base salary | | | — | | | — | | | 315,000 | | | — | | | — | | | 420,000 |
Cash incentive bonus | | | — | | | — | | | — | | | — | | | — | | | 168,000 |
Equity awards unvested and accelerated | | | — | | | — | | | — | | | — | | | 266,995 | | | — |
Benefits and Perquisites: | | | | | | | | | | | | | | | | | | |
Health care continuation | | | — | | | — | | | 12,219 | | | — | | | — | | | 16,292 |
Total | | | — | | | — | | | 327,219 | | | — | | | 266,995 | | | 604,292 |
Ms. Foody
The following table sets forth the potential payments and benefits upon employment termination or a sale event for JoAnne Foody, the Company's Chief Medical Officer, as if the triggering event occurred on December 31, 2021.
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Executive benefits and payment upon termination | | Voluntary resignation not for good reason ($) | | Voluntary resignation for good reason ($) | | Termination by Company without cause ($) | | Termination by Company for cause ($) | | Upon a sale event ($) | | Termination by Company without cause or voluntary resignation for good reason within 12 months following a sale event ($) |
Compensation: | | | | | | | | | | | | | | | | | | |
Base salary | | | — | | | — | | | 378,750 | | | — | | | — | | | 505,000 |
Cash incentive bonus | | | — | | | — | | | — | | | — | | | — | | | 227,250 |
Equity awards unvested and accelerated | | | — | | | — | | | — | | | — | | | — | | | — |
Benefits and Perquisites: | | | | | | | | | | | | | | | | | | |
Health care continuation | | | — | | | — | | | 9,615 | | | — | | | — | | | 12,820 |
Total | | | — | | | — | | | 388,365 | | | — | | | — | | | 745,070 |
Mr. Mayleben
The following table sets forth the payments and benefits upon employment termination for Tim M. Mayleben, the Company's former President and Chief Executive Officer. The Company's employment relationship with Mr. Mayleben ended on May 17, 2021.
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Executive benefits and payment upon termination ($) | | | |
Compensation: | | | | |
Base salary | | | 174,779 | |
Cash incentive bonus | | | — | |
Equity awards unvested and accelerated | | | — | |
Benefits and Perquisites: | | | | |
Health care continuation | | | 9,975 | |
Total | | | 184,754 | |
Ms. Hall
The following table sets forth the payments and benefits upon employment termination for Ashley Hall, the Company's former Chief Development Officer. The Company's employment relationship with Ms. Hall ended on August 12, 2021.
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Executive benefits and payment upon termination ($) | | | |
Compensation: | | | | |
Base salary | | | 326,250 | |
Cash incentive bonus | | | — | |
Equity awards unvested and accelerated | | | — | |
Benefits and Perquisites: | | | | |
Health care continuation | | | 12,219 | |
Total | | | 338,469 | |
CEO Pay Ratio
Pursuant to Item 402(u) of Regulation S-K, the SEC requires annual disclosure of the ratio of the median of the annual total compensation of all its employees (other than its Chief Executive Officer) to the annual total compensation of our Chief Executive Officer.
We believe that our compensation philosophy must be consistent and internally equitable to motivate our employees to create stockholder value. The purpose of this disclosure is to provide a measure of pay equity within the organization.
As illustrated in the table below, our 2021 CEO to median employee pay ratio was 36:1.
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Chief Executive Officer 2021 Annual Total Compensation | $ | 7,776,226 | |
Median Employee 2021 Annual Total Compensation | $ | 217,116 | |
Ratio of CEO to Median Employee Compensation | 36:1 |
We identified our median employee by using 2021 annual total compensation, our consistently applied compensation measure, for all individuals, excluding our CEO, who were employed by us on December 31, 2021 (annualized in the case of permanent full-time
and part-time employees who joined the Company during 2021). After identifying the median employee, we calculated the annual total compensation for that employee using the same methodology used for our CEO’s annual total compensation as disclosed in the Summary Compensation Table, including base salary, bonus, stock awards, option awards, non-equity plan compensation, and all other compensation.
The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules, based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
Director Compensation Policy
We adopted a non-employee director compensation policy that became effective upon our initial public offering. Effective October 26, 2021, each of the non-employee members of our Board is entitled to the following equity compensation pursuant to this policy:
•Upon initial election to our Board, each non-employee director receives an option to purchase 40,000 shares of our common stock. Such initial equity grants shall vest in equal annual installments during the 3 years following the grant date, subject to the director’s continued service on the Board.
•Each continuing non-employee member of our Board receives an annual option to purchase 20,000 shares of our common stock immediately following the Company’s annual meeting of stockholders. Such annual grant vests on the earlier of the one-year anniversary of the grant date and the Company’s next Annual Meeting of Stockholders, subject to the director’s continued service on the Board. The number of options granted is pro-rated based on the number of calendar days served by such director during the applicable year.
Prior to October 26, 2021 and subsequent to May 29, 2019, upon initial election to the Board, each non-employee director received a RSU grant of the Company's stock with a grant date fair value of $500,000, calculated based on the closing price of the Common Stock on the Nasdaq Stock Market on the date of the grant. Such initial equity grants vested in equal monthly installments during the 36 months following the grant date, subject to the director’s continued service on the Board. Effective April 5, 2021, such initial equity grants vested in annual installments over three years, subject to the director’s continued service on the Board.
Prior to October 26, 2021, and subsequent to May 29, 2019, each continuing non-employee member of our Board received an annual RSU grant of the Company’s stock immediately following the Company’s annual meeting of stockholders, other than a director receiving an initial award, with a grant date fair value of $250,000, calculated based on the closing price of the Common Stock on the Nasdaq Stock Market on the date of the grant, each with the same vesting schedules for annual grants as described above.
All the foregoing restricted stock units will become immediately vested upon the death or disability of a director or upon a change in control of the Company, subject to the director’s continued service on the Board at that time.
Effective April 9, 2018, each of the non-employee members of our Board also annually receives a $40,000 cash retainer for general availability and participation in meetings and conference calls of our Board. Effective April 5, 2021, this cash retainer has been increased to $50,000 to align us with the 50th percentile of our peer group. Additionally, the audit committee chairperson annually receives a $20,000 cash retainer, each audit committee member (other than the chairperson) annually receives a $10,000 cash retainer, the compensation committee chairperson annually receives a $15,000 cash retainer, each compensation committee member (other than the chairperson) annually receives a $7,500 cash retainer, the nominating and corporate governance committee chairperson annually receives a $10,000 cash retainer and each nominating and corporate governance committee member (other than the chairperson) annually receives a $5,000 cash retainer. The Lead Independent Director receives an additional annual cash retainer of $20,000, which has been increased to $25,000 effective April 5, 2021, to align us with the 50th percentile of our peer group. The amounts for such annual retainers are pro-rated based on the number of calendar days served by such director during the applicable year. Effective March 29, 2020, with the establishment of the Compliance Committee, the compliance committee chairperson annually receives a $15,000 cash retainer and each compliance committee member (other than the chairperson) annually receives a $7,500 cash retainer. We reimburse each member of our Board who is not an employee for reasonable travel and other expenses in connection with attending meetings of our Board or committees thereof.
The following table provides compensation information for the fiscal year ended December 31, 2021, for each member of our Board, other than those whose information is reflected in the Summary Compensation Table. Mr. Mayleben and Mr. Koenig did not receive any compensation for their services as directors during the year ended December 31, 2021. No member of our Board employed by us receives separate compensation for services rendered as a member of our Board.
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Director Name | | Fees Earned or Paid in Cash ($) | | Restricted Stock Unit Awards ($) (1) | | Stock Option Awards ($) (1) | Total ($) | |
Jeffrey Berkowitz, J.D. | | | 59,889 | | | 250,000 | | — | | | 309,889 | |
Seth H.Z. Fischer (2) | | | — | | | — | | 234,323 | | | 234,323 | |
Alan Fuhrman | | | 72,389 | | | 250,000 | | — | | | 322,389 | |
Antonio M. Gotto, Jr., M.D., D.Phil. | | | 54,634 | | | 250,000 | | — | | | 304,634 | |
Dan Janney (3) | | | 44,405 | | | 250,000 | | — | | | 294,405 | |
Mark E. McGovern, M.D. | | | 49,889 | | | 250,000 | | — | | | 299,889 | |
Jay P. Shepard | | | 69,889 | | | 250,000 | | — | | | 319,889 | |
Nicole Vitullo | | | 84,101 | | | 250,000 | | — | | | 334,101 | |
Tracy M. Woody | | | 57,134 | | | 250,000 | | — | | | 307,134 | |
(1)Amount represent the aggregate grant date fair value of the stock option or RSU awards computed in accordance with FASB ASC Topic 718. See Note 13 of the notes to our financial statements in our Annual Report on Form 10-K filed with the SEC on February 22, 2022, for a discussion of our assumptions in determining the grant date fair values of equity awards. This amount does not correspond to the actual value that may be recognized by our directors.
(2)Seth H.Z. Fischer was elected to the Board effective October 28, 2021. The stock option awards granted are in connection with his initial election to the Board. Payments for services on the Board are paid quarterly.
(3)Mr. Janney resigned as a director effective as of July 28, 2021.
The following table provides the aggregate number of shares of our common stock underlying unexercised options to purchase shares of our common stock and the number of securities underlying unvested(c) 1,512 restricted stock units held by each non-employee member of our Board as of December 31, 2021:
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Name | | Number of Securities Underlying Unexercised Options | | Number of Securities Underlying Unvested Restricted Stock Units |
Jeffrey Berkowitz, J.D. | | 29,427 | | | 12,376 | |
Seth H.Z. Fischer | | 40,000 | | | — | |
Alan Fuhrman | | — | | | 17,584 | |
Antonio M. Gotto, Jr., M.D., D.Phil. | | 65,100 | | | 12,376 | |
Dan Janney (1) | | 45,100 | | | — | |
Mark E. McGovern, M.D. | | 65,100 | | | 12,376 | |
Jay P. Shepard | | 18,700 | | | 12,376 | |
Nicole Vitullo | | 45,100 | | | 12,376 | |
Tracy M. Woody | | — | | | 13,785 | |
(1)Mr. Janney resigned as a director effective as of July 28, 2021. Mr. Janney's stock options will expire on July 28, 2022.
Equity Compensation Plans
The following table sets forth information as of December 31, 2021 regarding shares of common stock that may be issued under our equity compensation plans, consisting of the 2013 Plan, the 2017 Inducement Equity Plan (the “2017 Plan”) and the 2020 Employee Stock Purchase Plan (the "2020 ESPP"). There are no shares that may be issued or exercised under the Incentive Stock Option and Restricted Stock Plan (the “2008 Plan”) as of December 31, 2021.
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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 and restricted stock units ($) | | 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) | | | 3,978,736 | | | 30.97 | | | 1,770,737 | | (3) |
Equity compensation plans not approved by security holders (2) | | | 697,155 | | | 39.01 | | | 311,073 | (3) |
Total | | | 4,675,891 | | | 32.17 | | | 2,081,810 | |
(1)Consists of the 2013 Plan and the 2020 ESPP.
(2)Consists of the 2017 Plan.
(3)As of April 1, 2022, 671,557 shares available for grant under the 2013 Plan, 105,621 available for grant under the 2017 Plan, and 568,001 shares available for grant under our 2020 ESPP. Our 2013 Plan provides that on January 1st of each year beginning on January 1, 2016, the number of shares reserved under such plan will be increased by the lesser of (i) 2.5% of the aggregate number of shares of common stock outstanding on the immediately preceding December 31st and (ii) such number of shares as determined by the compensation committee.
Exchange Act Rule 10b5-1 Trading Plans
Our policy governing transactions in our securities by the non-employee members of our Board of Directors, officers and employees permits our officers, directors and certain other persons to enter into trading plans complying with Rule 10b5-1 under the Exchange Act. Generally, under these trading plans, the individual relinquishes control over the transactions once the trading plan is put into place. Accordingly, sales under these plans may occur at any time, including possibly before, simultaneously with, or immediately after significant events involving our company.
Compensation Committee Interlocks and Insider Participation
During 2021, Mr. Shepard, Ms. Vitullo and Ms. Woody served as members of our compensation committee. No member of the compensation committee was an employee or officer of Esperion during 2021, a former officer of Esperion, or had any other relationship with us requiring disclosure herein.
During the last fiscal year, none of our executive officers served as: (1) a memberwho are not Named Executive Officers vesting within 60 days of the compensation committee (or other committee of the board of directors performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity, one of whose executive officers served on our compensation committee; (2) a director of another entity, one of whose executive officers served on our compensation committee; or (3) a member of the compensation committee (or other committee of the board of directors performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity, one of whose executive officers served on our Board.August 2, 2022.