Sheldon Koenig
Esperion TherapeuticsAbout Sheldon Koenig
President & CEO of Esperion Therapeutics since May 2021 (joined as COO in Dec 2020; director since May 2021). Age 59; MBA (Monmouth University), BAS (Drexel). Prior roles include EVP & Chief Commercial Officer at Portola, SVP/Head of Cardiovascular at Sanofi, and VP/Global Brand Leader at Merck (led ezetimibe launch) . Under his tenure, revenue expanded from $116.3M (2023) to $332.3M (2024) while net loss narrowed from $(209.2)M to $(51.7)M; however, cumulative TSR value per $100 invested was $8.46 for 2024, reflecting a challenged share price despite operational progress . 2024 execution highlights included ~48% YoY growth in U.S. net product sales, U.S./EMA label expansions for CV risk reduction, a $304.7M royalty monetization with OMERS, and debt restructuring/repayment actions .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Esperion Therapeutics | COO | Dec 2020–May 2021 | Operational leadership preceding CEO appointment |
| Esperion Therapeutics | CEO | May 2021–present | Commercial execution, label expansion, financings |
| Portola Pharmaceuticals | EVP & Chief Commercial Officer | 2019–2020 | Led commercial operations prior to acquisition by Alexion |
| Sanofi | SVP, Head of Cardiovascular Franchise | 2016–2018 | Led U.S. operations and product launches internationally |
| Merck & Co. | VP & Global Brand Leader (CV division) | Prior 25+ years | Led marketing for ezetimibe launch (major lipid brand) |
External Roles
No current public company directorships or committee roles disclosed for Koenig in the company’s 2025 DEF 14A .
Fixed Compensation
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $683,333 | $720,833 | $745,833 |
| Target Bonus % | — | — | 65% of base |
| Actual Bonus Paid | $500,500 | $541,938 | $487,500 |
Notes:
- 2024 base salary framework: $750,000 effective March 1, 2024, and 65% target bonus; payout at 100% of target based on corporate goal achievement .
Performance Compensation
2024 Annual Bonus Scorecard
| 2024 Corporate Base Goals | Weight (%) | Actual (% of 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 labels for CV risk reduction | 10 | 120 | 12 |
| Manage cash used in operations to $212M within plan | 10 | 180 | 18 |
| Ensure uninterrupted product supply | 5 | 100 | 5 |
| Focus on culture | 5 | 100 | 5 |
| Approved 2024 Base Performance Level | 100 | — | 100 |
Result: CEO bonus paid at 100% of target ($487,500) .
2024 Equity Grants and Vesting
| Award | Grant date | Size | Price | Vesting |
|---|---|---|---|---|
| Stock Options | 3/14/2024 | 642,000 | $2.05 | 4 years, equal quarterly tranches (first 6/15/2024) |
| RSUs | 3/14/2024 | 454,000 | — | 4 years, equal quarterly tranches (first 6/15/2024) |
Outstanding awards include earlier vintages with performance conditions:
- 10/29/2021 performance-based grants: 50% vest on CVOT public presentation and 50% upon U.S. label approval for CV risk reduction .
- 6/7/2022 performance-based options: vest upon U.S. label approval for CV risk reduction .
Equity Ownership & Alignment
Beneficial Ownership (as of April 1, 2025)
| Holder | Shares Beneficially Owned | % of Outstanding | Detail |
|---|---|---|---|
| Sheldon L. Koenig | 1,452,054 | <1% | 308,708 shares held; 1,143,346 options exercisable within 60 days |
Company shares outstanding: 198,149,421 (April 1, 2025) .
Vested vs. Unvested Detail (12/31/2024)
| Category | Count |
|---|---|
| Options exercisable (examples) | 120,375 (3/14/2024 grant); 194,684 (3/14/2023); 338,250 (3/14/2022); plus other earlier tranches |
| Options unexercisable | 521,625 (3/14/2024); 250,316 (3/14/2023); 153,750 (3/14/2022); 15,000 (5/17/2021) |
| RSUs unvested | 368,875 (2024); 59,066 (2023); 36,250 (2022); 2,500 (2021) = 466,691 total |
Policies:
- Hedging/pledging: Prohibits short sales and derivatives; prohibits margin purchases and pledging of company stock without audit committee approval .
- 10b5-1 plans allowed; transactions under such plans can occur at any time subject to policy ; a 3/15/2024 Form 4 indicates a Rule 10b5-1 plan box checked .
Insider Selling and Potential Vesting Pressure (recent Form 4s)
| Date | Shares Sold | Price | Notes |
|---|---|---|---|
| 9/17/2024 | 14,550 | $1.796 | Reported to satisfy taxes on RSU vest; per filing footnote |
| 12/17/2024 | 12,447 | $2.466 | Form 4 aggregate listing for ESPR insiders |
| 3/18/2025 | 13,047 | $1.504 | Form 4 filing |
| 6/17/2025 | 30,474 | $1.109 | Form 4 filing |
| 9/17/2025 | 28,427 | — | Company Form 4 archive (filed 9/18/2025) |
Note: Multiple Form 4s show routine, small periodic sales consistent with tax withholdings/10b5-1 plan usage; policy explicitly permits Rule 10b5-1 plans .
Employment Terms
| Provision | Key terms |
|---|---|
| Agreement | Amended and restated employment agreement dated June 9, 2022 |
| Target bonus | 75% of base salary per agreement; (2024 program used 65% target; see Fixed Compensation) |
| Severance (no-cause) | 18 months’ base salary in installments + up to 18 months COBRA cash |
| Change-in-control – single trigger | Upon a “sale event,” all time-based equity awards accelerate and become exercisable/non-forfeitable (performance awards per committee discretion/award terms) |
| Change-in-control – double trigger (termination w/in 12 months) | Lump sum 2x salary + 2x target bonus + 18 months healthcare cash |
| Non-compete/non-solicit | In-effect during employment and for 1 year thereafter |
| Clawback | Policy adopted Nov 8, 2023; applies to incentive-based comp on restatement |
Estimated payout values (as of 12/31/2024):
- Sale event (single-trigger equity acceleration): $1,044,776 (equity value at $2.20) .
- Double-trigger (termination within 12 months post-sale): $2,508,522 total cash/benefits (2x salary + 2x target bonus + healthcare) .
Board Governance
- Role: Director since May 2021; only non-independent director; all others independent per NASDAQ rules .
- Board leadership: Separate, independent Chair (J. Martin Carroll) with defined responsibilities; prior Lead Independent Director structure in place historically .
- Committees: Audit, Compensation, Nominating & Governance, and Compliance committees are fully independent; Koenig is not listed on committees (consistent with CEO role) .
- Board/committee activity: 2024—Board held 11 meetings; committees active; incumbents attended ≥75% of meetings .
- Director compensation: Employee directors (including Koenig) receive no separate director pay .
Director Compensation (for completeness)
Company policy shows non-employee directors receive annual cash retainers and equity (options/RSUs) within a $750k annual cap; awards vest annually, with acceleration upon death/disability or change in control . Koenig, as an employee director, received no director compensation .
Compensation Structure Analysis
- Mix and trend: Significant at-risk pay via annual cash incentives tied to sales/access/regulatory/financial stewardship and multi-year equity (options + RSUs) with quarterly vesting; options are performance-levered only if share price rises .
- Performance metrics: Clear operational weighting toward U.S. product sales (50%), market access (20%), regulatory milestones (10%), cash discipline (10%), supply (5%), culture (5%) .
- Governance safeguards: No option repricing without shareholder approval; no tax gross-ups; robust clawback; hedging/pledging restrictions; use of an independent compensation consultant (Compensia; ~$123k in 2024) .
- Peer benchmarking and say-on-pay: Peer group used; target cash near median; 2024 say-on-pay passed with ~74% support; committee retained approach while monitoring investor feedback .
Performance & Track Record (select metrics)
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Total Revenue ($000s) | 78,447 | 75,475 | 116,334 | 332,314 |
| Net Income (Loss) ($000s) | (269,108) | (233,659) | (209,248) | (51,745) |
| TSR value per $100 initial investment | $19.23 | $23.96 | $11.50 | $8.46 |
2024 operating highlights included ~48% U.S. net product sales growth, CV risk reduction label approvals (FDA/EMA), a $304.7M royalty monetization with OMERS, RIPA repayment/termination, new debt facilities ($150M term loan; $100M converts), and Great Place to Work certification .
Related Policies and Equity Plan Capacity
- Insider trading policy restricts derivatives, short sales, margin purchases, and pledging without approval; permits 10b5-1 plans .
- Equity plan: 2022 Plan increased in 2025 by 6.25M shares (to 23.15M total) to support retention/competitiveness amid stock volatility; minimum one-year vesting norm with limited exceptions; no evergreen; no liberal CIC; director comp capped at $750k/year .
- As of April 1, 2025: 7,562,865 options outstanding (WAEP $6.40), 9,066,649 unvested full-value awards; 7,915,519 shares available across plans (including ESPP/2017 Plan) .
Investment Implications
- Alignment and leverage: High equity exposure (large unvested RSUs/options and performance-based awards tied to CVOT/label events) aligns pay with key value drivers (commercial growth, access, regulatory execution). Quarterly vesting plus recurring tax/plan sales suggest manageable but ongoing selling flows; evidence of 10b5-1 usage mitigates signaling risk .
- Retention risk: CIC protections are robust (2x salary + 2x target bonus and equity acceleration), reducing flight risk around strategic events; single-trigger equity acceleration at sale event increases sensitivity to M&A outcomes .
- Governance quality: Independent chair, independent committees, clawback, no repricing, anti-hedging/pledging—collectively strong governance posture; 2024 say-on-pay at ~74% bears monitoring but does not signal acute investor discontent .
- Execution track: Material revenue growth and loss reduction in 2024 with regulatory and financing milestones achieved; equity issuance/plan share increases reflect sector volatility and talent retention needs—dilution vs. growth trade-off to monitor .
References: DEF 14A (filed 4/17/2025) ; Form 4 and insider transaction references .