John Harlow
Esperion TherapeuticsAbout John Harlow
Esperion appointed John B. Harlow, Jr. as Chief Commercial Officer effective November 17, 2025; he is designated an executive officer under Exchange Act Rules 3b-7 and 16a-1(f) . Harlow previously served as CCO at Melinta Therapeutics (2021–2025), CCO at Baudax Bio (2019–2021), and held senior commercial roles at Recro Pharma (2016–2019), with earlier roles at Endo, Shionogi, Pfizer, Alpharma, Novartis, and Bank of America Merrill Lynch; he holds a B.S. (Lehigh) and an MBA (Seton Hall) . At Melinta, he built a commercial platform and drove approximately 85% revenue growth in 2024 versus 2020 while leading ~80 FTEs across commercial functions . As of his Form 3 filing at commencement, no securities were beneficially owned, indicating equity alignment will build via new hire grants vesting over four years .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Melinta Therapeutics | Chief Commercial Officer | 2021–2025 | Built comprehensive commercial platform; led ~80 FTEs; drove ~85% revenue growth in 2024 vs. 2020 |
| Baudax Bio | Chief Commercial Officer | 2019–2021 | Commercial leadership for acute care therapeutics |
| Recro Pharma | EVP/VP, Commercial & Marketing | 2016–2019 | Senior commercial and marketing leadership roles |
| Endo; Shionogi; Pfizer; Alpharma; Novartis | Various commercial roles | N/D | Roles of increasing responsibility in large and mid-cap pharma |
| Bank of America Merrill Lynch | Equity Research Analyst (Large-cap Pharma) | N/D | Sell-side coverage of large-cap pharma |
| Janssen Pharmaceuticals | Sales and Marketing Communications | Early career | Field sales and marketing foundations |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed in current appointment filings/press release | — | — | — |
Fixed Compensation
| Element | Terms | Amount/Detail | Effective/Timing |
|---|---|---|---|
| Base Salary | Annual base salary | $535,000 | Effective on commencement; subject to future merit increases |
| Sign-on Bonus | One-time cash bonus; repayment if voluntary resignation/for-cause within first 12 months (full) or within 12–24 months (half) | $35,000; taxed; paid in first payroll of Jan 2026 | See repayment and W-2c provisions |
| Benefits | Eligible for company benefit plans (health, dental, vision, 401k) | Standard eligibility | Ongoing |
| PTO | Paid time off accrual | Up to 4 weeks/year | Per company policy |
| Company Vehicle | Fleet vehicle provided; insurance through company; must return within 10 business days of termination | Per fleet policy | During employment |
| Work Location | Home office in New Jersey; regular travel to company offices and domestically/internationally as needed | — | Ongoing |
| Indemnification | Standard form of indemnification agreement | As filed in S-1 Exhibit 10.8 | Upon appointment |
Performance Compensation
Annual Cash Incentive
| Metric | Weighting | Target | Actual/Payout | Vesting/Payment |
|---|---|---|---|---|
| Annual Bonus (discretionary) | Not disclosed | 45% of base salary (from 2026) | Subject to CEO assessment of performance and company conditions; paid by March 15 following year if employed on pay date | Cash bonus; plan-year basis |
Equity Awards (New Hire Grants)
| Award Type | Grant Date | Shares/Options | Exercise/Strike | Vesting Schedule | Notes |
|---|---|---|---|---|---|
| Stock Options | Nov 17, 2025 (Commencement) | 380,000 options | Exercise price = closing price on grant date | Vests over 4 years per plan/award agreements | 2022 Stock Option & Incentive Plan governs |
| RSUs | Nov 17, 2025 (Commencement) | 424,536 RSUs | N/A | Vests over 4 years per plan/award agreements | Subject to continuous service |
No explicit performance share units (PSUs) or equity performance metrics were disclosed in the appointment 8-K; equity is time-based under plan terms .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Beneficial Ownership at Commencement | Form 3 reports no securities beneficially owned as of 11/17/2025 |
| Granted but Unvested | 380,000 options and 424,536 RSUs; both vest over 4 years subject to service |
| Exercisable/In-the-Money | Option exercise price equals closing price on grant date; initial moneyness depends on market price post-grant |
| Hedging/Pledging | Insider trading policy prohibits short sales and derivatives; prohibits margin and pledging without Audit Committee approval |
| Rule 10b5-1 Plans | Permitted under insider trading policy; must be adopted when not in possession of MNPI |
| Clawback Policy | Board-adopted Nov 8, 2023; recovery of incentive-based compensation tied to financial reporting measures over the prior 3 years in event of restatement |
Employment Terms
| Topic | Terms |
|---|---|
| Employment Status | At-will; employment can be terminated by either party at any time subject to agreement terms |
| Start Date | November 17, 2025 (Commencement Date) |
| Severance (Outside Sale Event) | If terminated by Company other than for Cause: 12 months base salary; plus monthly cash equal to employer health contribution for up to 12 months/COBRA period, payable over 12 months, subject to timely release |
| Severance (Within 12 Months of Sale Event) | If terminated without Cause or resigns for Good Reason: lump sum of 1x base salary (higher of pre-termination or pre-Sale Event) plus Target Bonus; plus lump sum of 12 months employer health contribution; subject to timely release |
| Good Reason (Sale Event Period) | Material diminution in position/duties; ≥5% salary cut (other than across-the-board); material work location change (≥30 miles) with notice/cure process |
| Cause (Illustrative) | Felony/moral turpitude conviction; fraud/dishonesty; uncured material duty breach; intentional material property damage; material policy/contract breach |
| Restrictive Covenants | Non-competition, non-solicitation, confidentiality, and assignment agreement (Exhibit A) incorporated; company may suspend/terminate severance if breached during severance period |
| 280G/4999 | Best-net or cutback approach to avoid excise tax; no tax gross-up; ordering rules for reductions |
| Indemnification | Enters standard company indemnification agreement (S-1 Exhibit 10.8) |
| POA for Section 16 Filings | Limited Power of Attorney filed; CEO and GC authorized to execute Forms 3/4/5, Schedule 13D, etc. |
| Outside Boards | May serve on other boards with prior written CEO approval, subject to duties |
Investment Implications
- Pay-for-performance alignment: Cash incentive is at-risk and discretionary (45% target from 2026) based on CEO assessment and business conditions, while equity is time-based over four years, aligning retention with multi-year value creation; no PSUs/performance equity disclosed at appointment .
- Retention and severance economics: Outside a Sale Event, protection equals 12 months base plus health contribution; within 12 months post-Sale Event, protection steps up to 1x salary plus target bonus (lump sum) plus health contribution—modest multiples by biotech standards, with 280G best-net/cutback and no gross-up .
- Insider selling pressure: Form 3 shows zero initial beneficial ownership; equity value realization depends on four-year vesting and option moneyness (strike = grant-date close), limiting immediate sell pressure and encouraging tenure; 10b5-1 plans are allowed for orderly future sales .
- Governance risk controls: Robust insider trading policy (hedging/pledging prohibitions, margin restrictions), formal clawback policy (Nov 8, 2023) tied to restatements, and standard indemnification/Section 16 POA suggest established compliance infrastructure .
- Execution track record: Prior CCO experience includes building a commercial platform and driving ~85% revenue growth at Melinta (2024 vs. 2020), indicating a bias toward commercial scaling—key for Esperion’s growth phase .
No related-party transactions, family relationships, or Item 404(a) transactions were disclosed in connection with the appointment .
Notes and Policies Referenced
- Insider trading policy: hedging/pledging prohibitions; Rule 10b5-1 plan allowance; policy filed as Exhibit 19.1 to 2024 10-K .
- Compensation recovery (clawback) policy adopted Nov 8, 2023 (SEC/Nasdaq-compliant, three-year lookback) .