Jay Shepard
Esperion TherapeuticsAbout Jay P. Shepard
Independent director at Esperion Therapeutics appointed in May 2018; age 67. Shepard is an advisor at Catalys Pacific and the former President & CEO of Aravive (Versartis), with 35+ years of biopharma commercialization experience and participation in 16+ product launches. He holds a B.S. in Business Administration from the University of Arizona. He currently serves on the board of Inovio Pharmaceuticals; additional roles include boards of Cessation Therapeutics and Aculys Pharma (private), observer at Pathalys Pharma, and board member of the Christopher & Dana Reeve Foundation . The Board has determined he is independent under NASDAQ rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aravive Inc. (formerly Versartis, Inc.) | President & CEO | May 2015 – Jan 2020 | Led commercialization planning; retired 2020 |
| Versartis, Inc. | Executive Chairman | 2013 – 2015 | Governance and strategy oversight |
| Sofinnova Ventures | Executive Partner | 2008 – 2015 | Portfolio company support; deal leadership |
| NextWave Pharmaceuticals (acquired by Pfizer) | President & CEO; Board member | 2010 – 2012 | Exit to Pfizer; speciality pharma focus |
| Relypsa (Ilypsa spin-out; acquired by Galenica) | Interim President & CEO | 2005 – 2007 | Early-stage leadership |
| Telik | VP, Commercial Operations | Prior role | Commercial leadership |
| Alza (acquired by Johnson & Johnson) | Oncology Business Unit Head | Prior role | Unit P&L leadership |
External Roles
| Organization | Role | Public/Private | Tenure | Committees/Notes |
|---|---|---|---|---|
| Inovio Pharmaceuticals (NASDAQ: INO) | Director | Public | Current | Board service; noted as current in 2025 proxy . (2024 proxy also noted vice-chair and committee memberships) |
| Cessation Therapeutics, Inc. | Director | Private | Current | Board service |
| Aculys Pharma, Inc. | Director | Private | Current | Board service |
| Pathalys Pharma, Inc. | Observer | Private | Current | Board observer |
| Christopher & Dana Reeve Foundation | Director | Non-profit | Current | Board service |
| Ironwood Pharmaceuticals (prior) | Director | Public | Prior to 2025 | Listed in 2024 proxy; not listed as current in 2025 proxy |
Board Governance
- Independence: Board has determined all directors other than the CEO are independent; Shepard is independent .
- Committee assignments:
- Chair, Nominating & Corporate Governance Committee .
- Member, Audit Committee (not designated audit financial expert) .
- Attendance and engagement:
- In 2024, the Board held 11 meetings; Audit (4), Compensation (5 + 3 written consents), Nominating & Governance (2 + 1 written consent), Compliance (4). Each incumbent director attended at least 75% of applicable meetings .
- Board regularly holds executive sessions of independent directors .
- Committee leadership transition: Following the 2025 Annual Meeting, Audit Committee chair to transition from Alan Fuhrman to Robert E. Hoffman; Shepard remains a member .
Fixed Compensation (Director)
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Board Cash Retainer | $50,000 | Non-employee directors |
| Nominating & Governance Committee Chair Retainer | $10,000 | Chair role |
| Audit Committee Member Retainer | $10,000 | Non-chair member |
| Total Annual Cash (Illustrative for Shepard’s roles) | $70,000 | Matches 2024 director fees paid |
Performance Compensation (Director Equity)
| Item | Detail |
|---|---|
| Annual equity structure (effective May 23, 2024) | Choice of (a) 32,500 stock options + 23,000 RSUs, or (b) 65,000 options |
| Vesting for annual director awards | Vest on earlier of one-year anniversary or next Annual Meeting; RSUs accelerate upon death/disability/change in control |
| Per-director annual cap | All cash + equity grant-date fair value capped at $750,000/year |
| 2024 Awards to Shepard (grant-date fair values) | RSUs: $51,750; Options: $53,082; Total: $104,832 |
Other Directorships & Interlocks
| Company | Relationship to ESPR | Interlock/Conflict Risk |
|---|---|---|
| Inovio Pharmaceuticals (current) | Unrelated therapeutic focus | No ESPR-disclosed conflicts or related-party dealings |
| Ironwood Pharmaceuticals (prior) | Unrelated to ESPR’s LDL-C franchise | Prior service only per 2024 proxy; no conflict disclosed |
- Related-party transactions: The proxy discloses review procedures and, aside from standard compensation, no related-party transactions involving directors were disclosed for the period since Jan 1, 2024 .
Expertise & Qualifications
- Commercialization leader (16+ launches) across pharma/biotech/drug delivery; deep commercial operations experience .
- Governance leadership as committee chair for Nominating & Corporate Governance; service on Audit Committee .
- Education: B.S., Business Administration, University of Arizona .
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | % Outstanding | Breakdown |
|---|---|---|---|
| Jay P. Shepard | 143,799 | <1% | 28,599 shares held; 92,200 options exercisable within 60 days; 23,000 RSUs vesting within 60 days (as of April 1, 2025; 198,149,421 shares outstanding) |
- Pledging/Hedging: Insider trading policy prohibits short sales/derivatives and prohibits margin/pledging absent Audit Committee approval; no pledges disclosed for Shepard .
- Ownership alignment: Annual RSU/option awards and fixed cash/equity policy provide ongoing equity exposure .
Governance Assessment
- Positives:
- Independent director with extensive commercial track record; chairs Nominating & Governance (positive for board refreshment/succession) and serves on Audit (risk oversight support) .
- Attendance threshold met; regular independent executive sessions enhance oversight .
- Clawback policy adopted Nov 8, 2023; hedging/pledging restrictions in place; no related-party transactions disclosed involving Shepard .
- Watch items:
- Equity plan share increases (6.25M additional shares proposed for 2025) can raise dilution concerns; however, plan has no “liberal” CIC provisions and director pay is capped at $750k/year .
- 2024 Say-on-Pay support was ~74%, indicating room for continued investor engagement on pay practices .
- Shareholder voting:
- 2024 say-on-pay: ~74% approval; Compensation Committee maintained overall approach while committing to ongoing monitoring .
- 2025 voting results will be reported via 8-K after the Annual Meeting (May 29, 2025) .
Director Compensation (2024 Actual)
| Director | Fees Earned (Cash) | RSU Grant-Date Value | Option Grant-Date Value | Total |
|---|---|---|---|---|
| Jay P. Shepard | $70,000 | $51,750 | $53,082 | $174,832 |
Board & Committee Activity (2024)
| Body | Meetings/Actions |
|---|---|
| Board of Directors | 11 meetings; 3 unanimous written consents |
| Audit Committee | 4 meetings |
| Compensation Committee | 5 meetings; 3 unanimous written consents |
| Nominating & Corporate Governance Committee | 2 meetings; 1 unanimous written consent |
| Compliance Committee | 4 meetings |
Policy & Plan Highlights (relevant to directors)
- Director compensation structure: cash retainers + annual equity choice; RSUs/options vest at next annual meeting; RSUs accelerate upon death/disability/CIC .
- Equity plan governance: fixed-share plan (no evergreen), no option repricing without shareholder approval, minimum one-year vesting (limited exceptions), no single-trigger “liberal” CIC .
- Clawback: RECOVER incentive-based comp upon material restatement (3-year lookback) .
- Insider trading: Prohibitions on hedging, short sales, derivatives; restrictions on margin/pledging without approval .
No legal proceedings involving Shepard are disclosed; the company states no directors/officers have been subject to specified legal proceedings over the prior decade .