Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Appointment of New Chief Financial Officer
On November 16, 2022, the board of directors (the “Board”)
of Esperion Therapeutics, Inc. (the “Company”) appointed Benjamin Halladay as the Company’s Chief Financial Officer
pursuant to the terms of an employment agreement with Mr. Halladay (the “Halladay Agreement”), effective as of November 16,
2022 (the “Commencement Date”).
Mr. Halladay
has served as the Company’s Senior Director, Financial Planning and Analysis since August 2022. Prior
to joining the Company in January 2020, from May 2017 to January 2020, Mr. Halladay was Global Finance Manager at
National Oilwell Varco. From February 2016 to May 2017, Mr. Halladay was Senior
Financial Analyst at BMC Software. Additionally, from June 2009 to September 2015,
Mr. Halladay held multiple roles at Pfizer. Mr. Halladay holds a Bachelor of Arts in History from Syracuse University and a
Master in Business Administration from Fordham Gabelli School of Business.
Pursuant
to the terms of the Halladay Agreement, Mr. Halladay is entitled to an annual base salary of $429,000. Mr. Halladay is also
eligible to be considered for an annual bonus targeted at 40% of his base salary (the “Target Bonus”), subject to the CEO’s
assessment of his performance as well as business conditions of the Company. Mr. Halladay
is eligible to participate in the Company’s employee benefit plans generally available to full-time employees, subject to the terms
of those plans.
Pursuant to the terms of the Halladay Agreement, if Mr. Halladay’s
employment is terminated, within the twelve (12) month period commencing with a Sale Event (as defined in the Halladay Agreement), by
the Company other than for Cause (as defined the Halladay Agreement) or by Mr. Halladay for Good Reason (as defined in the Halladay
Agreement), subject to Mr. Halladay’s signing the separation agreement and release and the separation agreement and release
becoming irrevocable, he will be entitled to receive: (a) an amount equal to the sum of (i) one (1) times his base salary
in effect immediately prior to the termination (or his base salary in effect immediately prior to the Sale Event, if higher), and (ii) his
Target Bonus; and (b) if he was participating in the Company’s group health plan immediately prior to the date of termination
and elects COBRA health continuation, a lump sum cash payment in an amount equal to the monthly employer contribution that the Company
would have made to provide health insurance to Mr. Halladay if he had remained employed by the Company for twelve months after the
date of termination. However, in the event that Mr. Halladay’s employment is terminated, at any time other than during the
twelve (12) month period commencing with a Sale Event, by the Company other than for Cause, subject to his signing the separation agreement
and release and the separation agreement and release becoming irrevocable, Mr. Halladay will be entitled to receive: (a) an
amount equal to twelve (12) months of his annual base salary in effect immediately prior to the termination; and (b) if he was participating
in the Company’s group health plan immediately prior to the date of termination and elects COBRA health continuation, a monthly
cash payment for twelve (12) months or his COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly
employer contribution that the Company would have made to provide health insurance to Mr. Halladay if he had remained employed by
the Company.
In connection with Mr. Halladay’s appointment as Chief Financial
Officer, he will enter into the Company’s standard form of indemnification agreement, a copy of which was filed as Exhibit 10.8
to the Company’s Registration Statement on Form S-1 (File No. 333-188595) filed with the Securities and Exchange Commission
(“SEC”) on May 14, 2013. Pursuant to the terms of the indemnification agreement, the Company may be required, among other
things, to indemnify Mr. Halladay for some expenses, including all reasonable attorneys’ fees, judgments, fines and settlement
amounts actually and reasonably incurred by Mr. Halladay in third-party proceedings arising out of his service as one of the Company’s
officers.
Mr. Halladay has no family relationship with any of the executive
officers or directors of the Company. There are no arrangements or understandings between Mr. Halladay and any other person pursuant
to which he was appointed as an officer of the Company.
In connection with Mr. Halladay’s appointment, effective
as of November 16, 2022, the Board of Directors of the Company designated Mr. Halladay as an “executive officer”
of the Company as such term is defined under Rule 3b-7 under the Securities Exchange Act of 1934, as amended, or the Exchange Act,
an “officer” as such term is defined under Rule 16a-1(f) of the Exchange Act, and the “principal financial
officer” and the “principal accounting officer” of the Company.
The foregoing summary of the Halladay Agreement does not purport to
be complete and is qualified in its entirety by reference to the complete text of the Halladay Agreement, a copy of which is attached
as Exhibit 10.1.