Stock Compensation | Stock Compensation 2022 Stock Option and Incentive Plan In May 2022, the Company's stockholders approved the 2022 Stock Option and Incentive Plan (the "2022 Plan"). The number of shares of common stock available for awards under the 2022 Plan was set to 4,400,000, with any shares underlying awards that are forfeited, canceled, held back upon exercise of an option or settlement of an award to cover the exercise price or tax withholding, reacquired by the Company prior to vesting, satisfied without the issuance or shares, or otherwise terminated (other than by exercise) under the 2022 Plan may be added back to the shares of common stock available for issuance under the 2022 Plan. The 2022 Plan provides for the award of stock options (both incentive and non-qualified options), stock appreciation rights, restricted stock, restricted stock units, unrestricted stock, cash-based awards, and dividend equivalent rights. Following the approval of the 2022 Plan, no further awards will be issued under the Company’s 2013 Stock Option and Incentive Plan (the “2013 Plan”). In June 2023, the Company's stockholders approved an amendment to the 2022 Plan, which increased the number of shares of common stock reserved for awards under the 2022 Plan to 10,650,000. Employee Stock Purchase Plan In April 2020, the Company's board of directors approved the Esperion Therapeutics, Inc. 2020 Employee Stock Purchase Plan (the "ESPP") which was approved by the Company's stockholders on May 28, 2020. The ESPP allows eligible employees to authorize payroll deductions of up to 10% of their base salary or wages up to $25,000 annually to be applied toward the purchase of shares of the Company's common stock on the last trading day of the offering period. Participating employees will purchase shares of the Company's common stock at a discount of up to 15% on the lesser of the closing price of the Company's common stock on the NASDAQ Global Select Market ("Nasdaq") (i) on the first trading day of the offering period or (ii) the last day of any offering period. Offering periods under the ESPP will generally be in six months increments, commencing on September 1 and March 1 of each calendar year with the administrator having the right to establish different offering periods. In the three and nine months ended September 30, 2023, the Company recognized $0.1 million and $0.3 million of stock compensation expense related to the ESPP, respectively. In the three and nine months ended September 30, 2022, the Company recognized approximately $0.1 million and $0.3 million of stock compensation expense related to the ESPP, respectively. As of September 30, 2023, there have been 610,506 shares issued and 214,494 shares reserved for future issuance under the ESPP. The Company paused the ESPP effective as of September 1, 2023, such that the offering period which would otherwise have begun on September 1, 2023 did not commence. The administrator will determine the next offering period, pursuant to the ESPP. 2017 Inducement Equity Plan In May 2017, the Company's board of directors approved the Esperion Therapeutics, Inc. 2017 Inducement Equity Plan (as amended in November 2019 and August 2023, the "2017 Plan"). The number of shares of common stock available for awards under the 2017 Plan is 2,650,000, with any shares of common stock that are forfeited, cancelled, held back upon the exercise or settlement of an award to cover the exercise price or tax withholding, reacquired by the Company prior to vesting, satisfied without the issuance of common stock, or otherwise terminated (other than by exercise) under the 2017 Plan added back to the shares of common stock available for issuance under the 2017 Plan. The 2017 Plan provides for the granting of stock options, stock appreciation rights, restricted stock awards, restricted stock units ("RSUs"), unrestricted stock awards and dividend equivalent rights. Stock Options The following table summarizes the activity relating to the Company’s options to purchase common stock for the nine months ended September 30, 2023: Number of Options Weighted-Average Exercise Price Per Share Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2022 3,842,737 $ 27.75 4.86 $ 1,658 Granted 1,550,200 $ 3.53 Forfeited or expired (1,686,746) $ 36.05 Exercised — $ — Outstanding at September 30, 2023 3,706,191 $ 13.84 7.70 $ — Vested and expected to vest at September 30, 2023 3,706,191 $ 13.84 7.70 $ — Exercisable at September 30, 2023 1,563,571 $ 25.48 5.77 $ — Stock-based compensation related to stock options was $0.9 million and $2.9 million for the three and nine months ended September 30, 2023, respectively, including $0.1 million and $0.2 million that was capitalized into inventory, respectively, and $1.4 million and $4.3 million for the three and nine months ended months ended September 30, 2022, respectively, including $0.2 million and $0.4 million that was capitalized into inventory, respectively. As of September 30, 2023, there was $7.6 million of unrecognized stock-based compensation expense related to unvested options, which will be recognized over a weighted-average period of 2.5 years. Performance-Based Stock Options ("PBSOs") In 2021, the Company granted PBSOs from the 2013 Plan that vest upon various performance-based milestones as set forth in the individual grant agreements, such as achievement of predetermined clinical or regulatory outcomes. The actual number of units (if any) received under these awards will depend on continued employment and actual performance over the performance period. Each quarter, the Company updates their assessment of the probability that the performance milestone will be achieved. The Company amortizes the fair value of the PBSOs based on the expected performance period to achieve the performance milestone. The Company expects the performance criteria to be met. In 2022, the Company granted PBSOs from the 2022 Plan that vest upon various performance-based milestones as set forth in the individual grant agreements, such as achievement of predetermined clinical or regulatory outcomes. The actual number of units (if any) received under these awards will depend on continued employment and actual performance over the performance period. Each quarter, the Company updates their assessment of the probability that the performance milestone will be achieved. The Company amortizes the fair value of the PBSOs based on the expected performance period to achieve the performance milestone. The Company expects the performance criteria to be met. The following table summarizes the activity relating to the Company’s PBSOs for the nine months ended September 30, 2023: Number of Options Weighted-Average Exercise Price Per Share Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2022 499,200 $ 6.73 9.32 $ 12 Granted 227,900 $ 1.62 Forfeited or expired (65,250) $ 6.76 Exercised — $ — Outstanding at September 30, 2023 661,850 $ 4.97 8.88 $ — Vested and expected to vest at September 30, 2023 661,850 $ 4.97 8.88 $ — Exercisable at September 30, 2023 48,100 $ 8.94 6.12 $ — Stock-based compensation related to PBSOs was $0.2 million and $0.6 million for the three and nine months ended September 30, 2023, respectively, and $0.3 million and $0.5 million for the three and nine months ended September 30, 2022, respectively. As of September 30, 2023, there was approximately $0.8 million of unrecognized stock-based compensation expense related to unvested PBSOs, which will be recognized over a weighted-average period of approximately 0.7 years. Restricted Stock Units (or RSUs) The following table summarizes the activity relating to the Company’s RSUs for the nine months ended September 30, 2023: Number of Weighted-Average Outstanding and unvested December 31, 2022 1,768,185 $ 8.80 Granted 2,290,785 $ 3.38 Forfeited (265,328) $ 7.65 Vested (610,785) $ 8.35 Outstanding and unvested September 30, 2023 3,182,857 $ 7.71 Stock-based compensation related to RSUs was approximately $1.6 million and $4.9 million for the three and nine months ended September 30, 2023, respectively, including $0.2 million and $0.3 million that was capitalized into inventory, respectively, and approximately $1.5 million and $5.1 million for the three and nine months ended September 30, 2022, respectively, including $0.2 million and $0.5 million that was capitalized into inventory, respectively. As of September 30, 2023, there was $15.1 million of unrecognized stock-based compensation expense related to unvested RSUs, which will be recognized over a weighted-average period of 2.7 years. Performance-based Restricted Stock Units ("PBRSUs") In 2021, the Company granted PBRSUs from the 2013 Plan that vest upon various performance-based milestones as set forth in the individual grant agreements, such as achievement of predetermined milestones based on the Company's U.S. net product sales or clinical or regulatory outcomes. The actual number of units (if any) received under these awards will depend on continued employment and actual performance over the performance period. Each quarter, the Company updates their assessment of the probability that the performance milestone will be achieved. The Company amortizes the fair value of the PBRSUs based on the expected performance period to achieve the performance milestone. The fair value of the PBRSUs is based on the quoted market price of the Company's common stock on the date of grant. The Company expects the performance criteria to be met. The following table summarizes the activity relating to the Company's PBRSUs for the nine months ended September 30, 2023: Number of Weighted-average fair value per share Outstanding December 31, 2022 461,250 $ 9.50 Granted — $ — Forfeited (85,750) $ 11.93 Vested (200,725) $ 8.94 Outstanding and unvested September 30, 2023 174,775 $ 15.21 Stock-based compensation related to the PBRSUs was $0.1 million and $0.3 million for the three and nine months ended September 30, 2023, respectively, including less than $0.1 million and less than $0.1 million that was capitalized into inventory, respectively, and $0.2 million and $1.3 million for the three and nine months ended September 30, 2022, respectively, including less than $0.1 million and $0.1 million that was capitalized into inventory, respectively. As of September 30, 2023, there was approximately $0.4 million of unrecognized stock-based compensation expense related to unvested PBRSUs, which will be recognized over a weighted-average period of approximately 0.7 years. |