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 ("RSUs"), 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 board of directors approved the Esperion Therapeutics, Inc. 2020 Employee Stock Purchase Plan (the "ESPP") which was approved by the Company's shareholders 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 (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. During the years ended December 31, 2023 and 2022, the Company recognized $0.3 million and $0.4 million of stock compensation expense related to the ESPP, respectively. As of December 31, 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. 2013 Stock Option and Incentive Plan In May 2015, the Company’s stockholders approved the amended and restated 2013 Plan which, among other things, increased the number of shares of common stock reserved for issuance thereunder. The number of shares of common stock available for awards under the 2013 Plan was increased by 923,622 shares from 2,051,378 shares to 2,975,000 shares, plus (i) 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 2013 Plan and the Company’s 2008 Incentive Stock Option and Restricted Stock Plan are added back to the shares of common stock available for issuance under the 2013 Plan, and (ii) on January 1, 2016, and each January 1, thereafter, the number of shares of common stock reserved and available for issuance under the 2013 Plan will be cumulatively increased by 2.5% of the number of shares of common stock outstanding on the immediately preceding December 31, or such lesser number of shares of common stock determined by the compensation committee. The 2013 Plan provides for the granting of stock options, stock appreciation rights, restricted stock awards, RSUs, unrestricted stock awards, cash-based awards, performance share awards and dividend equivalent rights. The Company incurs stock-based compensation expense related to stock options, performance-based stock options ("PBSOs"), RSUs and performance-based restricted stock units ("PBRSUs"). The fair value of RSUs and PBRSUs is determined by the closing market price of the Company’s common stock on the date of grant. The fair value of stock options and PBSOs is calculated using a Black-Scholes option-pricing model. Compensation costs related to equity instruments granted are recognized over the requisite service periods of the awards on a straight-line basis at the grant-date fair value. The Company accounts for forfeitures as they occur. Under the 2022 Plan, 2017 Plan, and 2013 Plan the vesting of options granted or restricted awards given will be determined individually with each option grant. Generally, 25% of the granted amount will vest upon the first anniversary of the option grant with the remainder vesting ratably on the first day of each calendar quarter for the following three years. Stock options have a 10-year life and expire if not exercised within that period, or if not exercised within 90 days of cessation of providing service to the Company. Stock Options The following table summarizes the activity relating to the Company’s options to purchase common stock for the year ended December 31, 2023: Weighted-Average Weighted-Average Remaining Number of Exercise Price Contractual Aggregate Options Per Share Term (Years) 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 cancelled (vested and unvested) (1,706,746) $ 35.69 Outstanding at December 31, 2023 3,686,191 $ 13.88 7.47 $ 584 Vested and expected to vest at December 31, 2023 3,686,191 $ 13.88 7.47 $ 584 Exercisable at December 31, 2023 1,706,622 $ 23.99 5.84 $ 20 No stock options were exercised during the years ended December 31, 2023 or December 31, 2022. The following table shows the weighted-average assumptions used to compute the stock-based compensation costs for the stock options granted to employees during each of the two years ending December 31, 2023, using the Black-Scholes option-pricing model: Year ended December 31, 2023 2022 Risk-free interest rate 3.83 % 2.26 % Dividend yield — — Weighted-average expected life of options (years) 6.17 6.16 Volatility 79 % 81 % The risk-free interest rate assumption was based on the United States Treasury’s rates for U.S. Treasury zero-coupon bonds with maturities similar to those of the expected term of the award being valued. The assumed dividend yield was based on the Company’s expectation of not paying dividends in the foreseeable future. The weighted-average expected life of the options was calculated using the simplified method as prescribed by the Securities and Exchange Commission Staff Accounting Bulletin No. 107 (“SAB No. 107”). This decision was based on the lack of relevant historical data due to the Company’s limited historical experience. The Company estimates volatility based on the Company's historical stock prices over the expected life of the stock options. The weighted-average grant-date fair values of stock options granted during the years ended December 31, 2023 and 2022, were $2.51 and $3.38, respectively. During the years ended December 31, 2023 and 2022, the Company recognized stock-based compensation expense related to stock options of $3.8 million and $5.6 million, including $0.2 million and $0.6 million that was capitalized into inventory, respectively. As of December 31, 2023, there was approximately $6.7 million of unrecognized compensation cost related to unvested options, which will be recognized over a weighted-average period of approximately 2.3 years. Restricted Stock Units The following table summarizes the activity relating to the Company’s RSUs for the year ended December 31, 2023: Number of Weighted-Average RSUs Fair Value Per Share Outstanding and unvested at December 31, 2022 1,768,185 $ 8.80 Granted 2,456,485 $ 3.22 Forfeited or expired (342,876) $ 7.14 Vested (833,906) $ 8.07 Outstanding and unvested at December 31, 2023 3,047,888 $ 4.69 During the years ended December 31, 2023 and 2022, the Company recognized stock-based compensation expense related to RSUs of $6.6 million, including $0.4 million that was capitalized into inventory, and $6.6 million, including $0.7 million that was capitalized into inventory, respectively. As of December 31, 2023, there was approximately $13.2 million of unrecognized stock-based compensation expense related to unvested RSUs, which will be recognized over a weighted-average period of approximately 2.5 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 year ended December 31, 2023: Numbers of Weighted-Average PBRSU's Fair Value Per Share Outstanding and unvested at December 31, 2022 461,250 $ 9.50 Granted — $ — Forfeited (100,250) $ 11.50 Vested (200,725) $ 8.94 Outstanding and unvested at December 31, 2023 160,275 $ 8.94 Stock-based compensation related to the PBRSUs was approximately $0.4 million, including less than $0.1 million that was capitalized into inventory, for the year ended December 31, 2023. Stock-based compensation related to PBRSUs was approximately $1.8 million, including $0.2 million that was capitalized into inventory, for the year ended December 31, 2022. As of December 31, 2023, there was approximately $0.2 million of unrecognized stock-based compensation expense related to unvested PBRSUs, which will be recognized over a weighted-average period of approximately 0.2 years. Performance-based stock options ("PBSOs") In 2021, 2022, and 2023 the Company granted PBSOs from the 2013 Plan and 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 fair value of the PBSOs is based on the Black Scholes model as detailed in the stock option section above. The Company expects the performance criteria to be met. The weighted-average grant-date fair value of PBSOs granted during the years ended December 31, 2023 and December 31, 2022 was $1.14 and $4.36, respectively. The following table summarizes the activity relating to the Company’s performance-based stock options for the year ended December 31, 2023: Weighted-Average Weighted-Average Remaining Number of Exercise Price Contractual Aggregate PBSOs Per Share Term (Years) Intrinsic Value (in thousands) Outstanding at December 31, 2022 499,200 $ 6.73 9.32 $ 12 Granted 227,900 $ 1.62 Forfeited (65,250) $ 6.76 Outstanding at December 31, 2023 661,850 $ 4.97 8.63 $ 312 Vested and expected to vest at December 31, 2023 661,850 $ 4.97 8.63 $ 312 Exercisable at December 31, 2023 48,100 $ 8.94 5.87 $ — |