Tracy Woody
Esperion TherapeuticsAbout Tracy M. Woody
Independent director at Esperion Therapeutics since May 2019; age 55 (as of the 2025 proxy). A commercial leader with 25+ years across pharmaceuticals, biologics, and medical devices, including C-suite roles and major-brand launch experience. Education: Bachelor’s degree in Health Promotion and Applied Physiology, East Carolina University. Tenure on ESPR board ~6 years, with committee leadership in compliance and membership in nominating/governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cessation Therapeutics, LLC | President & CEO | 2022–Mar 2024 | Led clinical-stage biotech; executive leadership |
| Protagonist Therapeutics (NASDAQ: PTGX) | EVP, Corporate Strategy | Apr 2020–Jul 2022 | Strategic planning and corporate development |
| Versartis, Inc. (NASDAQ: ARAV) | Chief Commercial Officer | 2017–2018 | Commercial leadership in clinical-stage biopharma |
| KemPharm, Inc. | Chief Commercial Officer | 2015–2016 | Commercial operations |
| NextWave Pharmaceuticals (acquired by Pfizer) | VP Sales & Marketing | Prior to 2015 | Brand commercialization; specialty pharma |
| Greer Laboratories | VP Business Development; VP Sales & Marketing | Prior to 2015 | BD and commercial leadership |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Shorla Pharma | Board Member (prior) | Private | Disclosed in 2024 proxy |
Board Governance
- Independence: Board determined all directors except the CEO to be independent; Woody is independent .
- Committee assignments: Chair, Compliance Committee; Member, Nominating & Corporate Governance Committee .
- Attendance: In 2024, board held 11 meetings; committees held regular meetings, and all incumbent directors attended ≥75% of board and committee meetings .
- Executive sessions: Board regularly holds executive sessions of independent directors .
- Board leadership: Non-executive Chair structure maintained; Lead Independent Director used historically when applicable .
- Risk oversight: Audit committee oversees financial/compliance risk; Compliance Committee (chaired by Woody) oversees ethics, quality, and regulatory compliance program effectiveness .
Fixed Compensation
| Component | Policy Amount | Notes |
|---|---|---|
| Board annual cash retainer | $50,000 | For non-employee directors |
| Compliance Committee chair | $15,000 | Annual chair retainer |
| Nominating & Corp Gov member | $5,000 | Annual member retainer (chair: $10,000) |
| Other committee fees | Audit: chair $20,000; member $10,000. Compensation: chair $15,000; member $7,500 | |
| Non-Exec Chair retainer | $35,000 | Additional, if applicable |
| Lead Independent Director retainer | $25,000 | Additional, if applicable |
2024 actual director compensation (Woody):
| Year | Fees Earned (Cash) | RSU Awards (fair value) | Option Awards (fair value) | Total |
|---|---|---|---|---|
| 2024 | $70,000 | $0 | $106,164 | $176,164 |
Notes:
- Cash fees reconcile to policy (board retainer $50k + compliance chair $15k + nom/gov member $5k = $70k) .
- Director compensation is capped at $750,000 per director per year under the equity plan .
Performance Compensation
Directors do not receive performance-conditioned pay; equity is time-based.
Equity grant framework (effective May 23, 2024):
| Choice | Option Grant | RSU Grant | Vesting |
|---|---|---|---|
| Mixed grant | 32,500 options | 23,000 RSUs | Vests by earlier of one-year anniversary or next annual meeting |
| Options-only | 65,000 options | — | Same vesting rule |
- In 2024, Woody elected options-only (RSU value $0; option fair value $106,164), signaling higher upside alignment preference .
- Change-of-control: Plan does not provide “liberal” single-trigger; if awards are not assumed in a sale event, time-based awards may fully vest; performance awards vest per administrator discretion/award terms .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|
| Shorla Pharma | Prior board member | — | No ESPR related-party transactions disclosed |
- Compensation Committee interlocks: None disclosed (no reciprocal executive/director interlocks) .
Expertise & Qualifications
- Core expertise: Commercial operations across multiple therapeutic areas; launch and market preparation experience for multi-billion-dollar brands and rare-disease products .
- Compliance leadership: Chairs Compliance Committee overseeing ethics, quality, regulatory risk, investigations, and reporting channels .
- Education: Bachelor’s, East Carolina University .
Equity Ownership
| As-of Date | Direct Shares | Options Exercisable ≤60 days | RSUs Vesting ≤60 days | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|---|
| Apr 1, 2025 | 33,566 | 106,000 | — | 139,566 | <1% |
| Mar 26, 2024 | 28,416 | 41,000 | 5,150 | 74,566 | <1% |
- Shares outstanding: 198,149,421 (Apr 1, 2025), used by company to compute percentages .
- Pledging/hedging: Company policy prohibits hedging and short sales; pledging requires audit committee pre-approval; margin purchases prohibited—supports alignment and reduces risk of forced selling .
Governance Assessment
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Strengths:
- Independent director with deep commercial experience; leadership of Compliance Committee strengthens oversight of regulatory and ethics risks .
- Attendance and engagement metrics meet board standards; board maintains robust committee activity and executive sessions .
- Equity selection skewed to options-only in 2024, indicating risk-sharing and upside alignment with shareholders .
- No related-party transactions or compensation interlocks involving Woody; board-wide clawback policy for executives; insider trading controls (hedging/pledging limits) .
-
Watch items:
- Director ownership remains <1%; while standard for mid-cap biotech boards, continued accumulation would further align incentives .
- Equity plan relies on annual share pool increases due to volatility; continued dilution monitoring advisable; non-employee director comp limit at $750k mitigates excess .
-
Signals for investor confidence:
- Compliance oversight led by Woody directly addresses biopharma regulatory/compliance risk vectors .
- Say-on-pay support was ~74% in 2024, indicating moderate shareholder endorsement of pay practices; continued engagement can improve outcomes .
RED FLAGS: None disclosed regarding related-party transactions, hedging/pledging, legal proceedings, or attendance shortfalls for Woody .
Appendix: Board/Committee Context
- Committees and 2024 cadence: Audit (4 meetings), Compensation (5 + 3 consent), Nominating & Corporate Governance (2 + 1 consent), Compliance (4) .
- Independence and legal proceedings: All directors (except CEO) independent; no material legal proceedings in last 10 years involving directors .