Benjamin Looker
Esperion TherapeuticsAbout Benjamin Looker
Benjamin Looker, J.D., 43, has served as General Counsel of Esperion Therapeutics since January 2022. He holds an undergraduate degree from Boston College and a J.D. from Boston College Law School, and previously held senior legal roles at Trillium Therapeutics (through its acquisition by Pfizer), MorphoSys US, and EMD Serono (Merck KGaA) . In 2024, Esperion achieved approximately 48% year-over-year growth in U.S. net product sales and met its corporate base goals at 100%, supporting full target bonus payouts for most NEOs . The proxy also links compensation to revenue and cumulative TSR in its pay-versus-performance disclosures, emphasizing revenue and commercial growth as key measures for incentive alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Trillium Therapeutics (NASDAQ: TRIL) | General Counsel | Apr 2021 – Nov 2021 | Served through company’s acquisition by Pfizer, providing senior legal oversight during strategic transaction . |
| MorphoSys US Inc. (NASDAQ: MOR) | VP, Head of US Legal & Global Business Operations | May 2019 – Apr 2021 | Led U.S. legal and global business operations functions at a biopharma company . |
| EMD Serono (Merck KGaA) | Therapeutic Area Counsel; Associate General Counsel | Jul 2013 – May 2019 | Progressed from therapeutic area counsel to associate general counsel in biopharma legal roles . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public company directorships or external board roles disclosed for Looker in the proxy . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of Salary) | Target Bonus ($) | Actual Bonus Paid ($) | Notes |
|---|---|---|---|---|---|
| 2024 | 471,000 | 45% | 213,750 | 213,750 (100% of target) | 2024 Summary Compensation Table and incentive payout table . |
| Employment Agreement (as stated) | 490,000 | 45% | — | — | Agreement dated June 9, 2022; base may be adjusted over time . |
| Severance Table Reference Base | 475,000 (for illustrations as of 12/31/24) | 45% | 213,750 | — | Used in CIC/termination illustrative amounts . |
Performance Compensation
Annual Cash Incentive (2024 Corporate Base Goals and Payouts)
| Metric | Weighting (%) | Actual vs Target (%) | Weighted Performance (%) |
|---|---|---|---|
| Achieve annual NEXLETOL/NEXLIZET U.S. net sales goal | 50 | 70 | 35 |
| Optimize market access environment | 20 | 125 | 25 |
| Obtain FDA/EMA CV risk reduction label expansions | 10 | 120 | 12 |
| Manage cash used in operations to budget ($212M) | 10 | 180 | 18 |
| Ensure uninterrupted product supply | 5 | 100 | 5 |
| Culture | 5 | 100 | 5 |
| Approved 2024 Corporate Base Performance Level | 100 | — | 100 |
- Result: 2024 bonuses paid at 100% of target for Looker (target 45% of salary; $213,750 actual) .
Equity Awards (2024 Grants and Vesting)
| Grant Date | Instrument | Shares/Options (#) | Exercise/Grant Price ($/sh) | Grant-Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|---|
| 3/14/2024 | Stock Options | 150,000 | 2.05 | 229,477 | 4-year vesting in equal quarterly installments; first installment 6/15/2024 . |
| 3/14/2024 | RSUs | 100,000 | — | 205,000 | 4-year vesting in equal quarterly installments; first installment 6/15/2024 . |
- Policy notes: Annual grants typically in March; options priced at fair market value on grant date; options considered performance-based (value realized only if price rises) .
Equity Ownership & Alignment
Beneficial Ownership (as of April 1, 2025)
| Holder | Shares Beneficially Owned | Ownership % |
|---|---|---|
| Benjamin Looker | 299,698 | <1% |
- Hedging/Pledging: Insider trading policy prohibits short sales, most derivatives, and pledging without audit committee approval; permits Rule 10b5-1 trading plans .
Outstanding Equity at 12/31/2024
| Grant Date | Options Exercisable (#) | Options Unexercisable (#) | Exercise Price ($) | Expiration | Unvested RSUs (#) | Unvested RSUs MV ($) |
|---|---|---|---|---|---|---|
| 1/27/2022 | 69,058 | 31,392 | 3.65 | 1/27/2032 | 22,125 | 48,675 |
| 6/7/2022 | 52,000 | — | 6.20 | 6/7/2032 | — | — |
| 3/14/2023 | 38,017 | 48,883 | 4.02 | 3/14/2033 | 11,533 | 25,373 |
| 3/14/2024 | 28,125 | 121,875 | 2.05 | 3/14/2034 | 81,250 | 178,750 |
- 2024 Vesting/Exercises: Looker had 41,574 RSUs vest in 2024 (value realized $98,912); no option exercises reported in 2024 .
Employment Terms
| Term | Detail |
|---|---|
| Employment status | Amended and restated employment agreements executed June 9, 2022; employment is “at will” . |
| Base salary (agreement) | $490,000; target bonus 45% of salary . |
| Severance (outside sale event) | If terminated without cause: 12 months base salary in monthly installments; monthly COBRA-equivalent cash payments up to 12 months . |
| Change-in-control (CIC) severance | Within 12 months after a sale event, if terminated without cause or resigns for good reason: lump sum of 1× base salary + target bonus; COBRA-equivalent cash for 12 months; paid within 60 days (double-trigger for cash) . |
| Equity upon sale event | Illustrative unvested equity acceleration value “upon a sale event”: $271,079 for Looker (as of 12/31/2024) . |
| Non-compete / Non-solicit | In effect during employment and for one year post-termination . |
| Clawback | Recovery policy adopted Nov 8, 2023; recovers incentive-based comp upon a restatement for the prior 3 years; plan awards subject to clawback . |
| Tax gross-ups | None; no excise tax gross-up benefits . |
| Other benefits | Standard employee benefit plans participation . |
Compensation Structure Analysis
- Cash vs equity mix (2024): Salary $471,000; stock awards $205,000; options $229,477; bonus $213,750; total $1,130,827, indicating a significant at-risk component via annual bonus and equity .
- Performance linkage: 2024 corporate base goals paid at 100% of target with heavy weighting to U.S. net sales (50%) and operational/label milestones; no discretionary payout above target for Looker (CFO received 110% for individual performance) .
- Equity risk profile: Options are struck at market and vest quarterly over four years, aligning value with share price appreciation; RSUs add retention via steady quarterly vesting cadence through 2028 from the 2024 grant .
- Governance safeguards: Double-trigger cash severance, anti-hedging/pledging policy, and clawback reduce misalignment risk; company states no option repricing without stockholder approval .
Say‑on‑Pay & Shareholder Feedback
| Year | Say‑on‑Pay Approval |
|---|---|
| 2024 | ~74% approval; committee maintained general approach while monitoring feedback . |
Performance & Track Record
- Company operating context during Looker’s tenure includes strong 2024 commercial execution: ~48% YoY growth in U.S. net product sales and label expansions for cardiovascular risk reduction (FDA and EMA) .
- The proxy’s pay-versus-performance section emphasizes total revenue, commercial growth, and financial diligence as most important performance measures; it presents relationships with cumulative TSR (no single figure disclosed) .
Additional Notes on Section 16 Filings
- Initial Form 3 upon appointment (Jan 1, 2022) reported no securities beneficially owned at that time .
- Recent Form 3 filings appoint Looker as attorney-in-fact for other executives’ Section 16 reporting, reflecting his role as GC; not specific to his own holdings .
Investment Implications
- Incentive design leans toward commercial execution and cost discipline; 2024 100% payout reflects on-plan performance with revenue-centric weighting, suggesting continued focus on NEXLETOL/NEXLIZET sales scaling .
- Quarterly vesting of sizeable RSUs (and options from multiple annual grants) creates a steady potential supply of shares; in 2024, Looker had 41,574 RSUs vest and no option exercises, implying limited realized selling pressure from options but ongoing RSU flow-through .
- Alignment/risk: Double-trigger CIC cash terms and anti-hedging/pledging policy reduce red flags; clawback coverage adds downside protection to shareholders. Beneficial ownership is <1%—typical for a GC—but options/RSUs provide upside, especially if commercial momentum sustains .
- Watch items: Future changes to base/bonus targets, any revisions to vesting or repricing (company states no repricing without shareholder approval), and insider trading under any 10b5‑1 plans—all relevant for gauging selling pressure and confidence .