Martin Carroll
Esperion TherapeuticsAbout J. Martin Carroll
J. Martin Carroll, age 75, is the independent Chairperson of the Board at Esperion, appointed in June 2022; he has decades of senior operating experience including President & CEO of Boehringer Ingelheim (2003–2011) and 25 years at Merck, preceded by service in the U.S. Air Force to the rank of Captain . He holds a B.A. in accounting and economics from the College of the Holy Cross and an M.B.A. from Babson College . He is serving a continuing term to the 2026 annual meeting and functions as a non-executive chair with defined responsibilities around agenda-setting, executive sessions, and investor liaison .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Boehringer Ingelheim Corp. / Boehringer Pharmaceuticals, Inc. | President & CEO; Director (parent) | CEO 2003–2011; Director 2003–2012 | Led large pharma operations and strategy |
| Merck & Co., Inc. | Various leadership roles (Cardiovascular & Thrombosis franchises) | 1976–2001 | Global brand leadership experience |
| United States Air Force | Captain | 1972–1976 | Leadership and discipline background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Catalent Pharma Solutions | Director; Lead Director | Director July 2015–Dec 2024; Lead Director Oct 2021–Jun 2023 | Significant governance role at major CDMO |
| Inotek Pharmaceuticals (acquired by Rocket Pharma) | Director | Not disclosed | Prior board experience |
| Durata Therapeutics (acquired by Actavis) | Director | Not disclosed | Prior board experience |
| Vivus, Inc. | Director | Not disclosed | Prior board experience |
| TherapeuticsMD | Director | Not disclosed | Prior board experience |
| Mallinckrodt plc | Director | Not disclosed | Prior board experience |
| Accredo Health | Director | Not disclosed | Prior board experience |
Board Governance
- Role: Non-Executive Chairperson since June 2022; responsibilities include presiding over executive sessions, approving board information, agendas, and schedules, liaising with the CEO, and availability for major shareholder consultation .
- Independence: The Board determined all directors other than the CEO are independent under NASDAQ rules; no family relationships and no material legal proceedings disclosed .
- Committees: Member of the Nominating & Corporate Governance Committee (Chair: Jay P. Shepard); not listed on Audit or Compensation Committees .
- Attendance: In 2024, the Board met 11 times; each incumbent director attended at least 75% of Board and committee meetings; executive sessions of independent directors were held regularly .
Fixed Compensation
Director fee structure (policy) and Martin Carroll’s reported compensation:
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $90,000 | $90,000 |
| RSU Awards ($) | $7,056 | $51,750 |
| Stock Option Awards ($) | $20,222 | $53,082 |
| Total ($) | $117,278 | $194,832 |
Director Cash Retainer Policy (non-employee directors):
- Base retainer $50,000; Audit Chair $20,000; Audit member $10,000; Compensation Chair $15,000; Compensation member $7,500; Nominating Chair $10,000; Nominating member $5,000; Lead Independent Director +$25,000; Non-Executive Chairperson +$35,000; Compliance Chair $15,000; Compliance member $7,500; pro-rated .
Performance Compensation
Director equity award mechanics (not performance-conditioned):
- Initial election: 40,000 options; vest in equal annual installments over three years .
- Annual choice (effective May 23, 2024): either (a) 32,500 options + 23,000 RSUs, or (b) 65,000 options; annual equity vests on earlier of one-year anniversary or next annual meeting .
- Acceleration: RSUs become immediately vested upon death, disability, or change in control; equity plan provides time-based award acceleration at sale event; performance awards may vest at administrator discretion .
- Clawbacks: Company adopted a compensation recovery (clawback) policy on Nov 8, 2023; equity plan awards are subject to clawback policy .
| Element | Terms |
|---|---|
| Annual equity grant options | Choice of 32,500 or 65,000 options; vest by next annual meeting/one year |
| Annual RSUs | 23,000 RSUs if elected alongside 32,500 options; vest by next annual meeting/one year |
| Change-in-control | RSUs immediately vest; plan accelerates time-based awards; performance awards per administrator discretion |
| Clawback | Policy effective Nov 8, 2023; plan awards subject to clawback |
Other Directorships & Interlocks
- Compensation Committee Interlocks: None disclosed for 2024; no member was an employee/officer or had relationships requiring disclosure; no reciprocal interlocks by Esperion executives with other entities .
- Audit Committee: Independent members; financial experts designated; transitions noted (Fuhrman stepping down; Hoffman to chair) .
Expertise & Qualifications
- Core credentials: Large-cap and specialty pharma leadership (Boehringer, Merck), commercialization, governance at Catalent, and multiple biotech boards .
- Education: B.A. (Accounting & Economics) and M.B.A. .
- Governance skill: As independent Chairperson, manages executive sessions, agenda-setting and shareholder communication channels .
Equity Ownership
Beneficial ownership and award status:
| Metric | Dec 31, 2024 | Apr 1, 2025 |
|---|---|---|
| Shares beneficially owned (number; %) | — | 144,816; <1% |
| Shares held directly | — | 41,650 |
| Options exercisable within 60 days | — | 80,166 |
| RSUs vesting within 60 days | — | 23,000 |
| Unexercised options outstanding | 93,500 | — |
| Unvested RSUs outstanding | 23,000 | — |
Policies and alignment safeguards:
- Hedging and pledging prohibited without Audit Committee pre-approval; short sales and derivatives are prohibited; margin purchases and pledging restricted .
- Director compensation limit: Non-employee director total annual compensation capped at $750,000 (plan) .
Governance Assessment
- Positive signals: Independent, non-executive Chair separates leadership roles; structured committee independence (Audit/Nominating) and regular executive sessions; attendance at ≥75% thresholds; robust hedging/pledging prohibitions and clawback adoption .
- Compensation alignment: Mix of cash retainer and at-risk equity (options/RSUs) with standard one-year vesting and change-in-control provisions; non-liberal change-in-control features in the plan; option repricing prohibited without shareholder approval .
- Ownership: Modest direct and derivative holdings (<1%), with meaningful option/RSU exposure; no pledging disclosed; policy constraints reduce conflict risk .
- Shareholder feedback: 2024 say‑on‑pay received ~74% support; 2025 say-on-pay vote results: For 70,756,440; Against 26,653,578; Abstain 1,483,176; broker non‑votes 37,575,467 .
- Red flags: None disclosed regarding related‑party transactions, legal proceedings, or interlocks; equity acceleration at sale events is standard for time‑based awards and not out of market for biotech peers .
Director Compensation Policy Reference
- Annual retainers and committee fees per policy detailed above; amounts are pro‑rated based on service days .
- Auditor relationship oversight and fees disclosed; Audit Fees $1,186,800 in 2024 vs $730,400 in 2023 (Audit Committee pre‑approval policy in place) .
Appendix: Annual Meeting Outcomes (2025)
- Class III Director Elections: Jay P. Shepard (For 75,821,767; Withhold 23,071,427; Broker non‑votes 37,575,467); Seth H.Z. Fischer (For 83,336,719; Withhold 15,556,475; Broker non‑votes 37,575,467) .
- 2022 Plan amendment approved to add 6,250,000 shares; cumulative authorized under 2022 Plan now 23,150,000 shares .
Overall, Martin Carroll’s role as independent Chairperson, committee membership (Nominating & Corporate Governance), attendance record, and equity-linked compensation structure support board effectiveness and alignment, with strong policy safeguards (clawbacks, hedging/pledging prohibitions, and non‑liberal change‑in‑control terms) enhancing investor confidence .