XML 26 R17.htm IDEA: XBRL DOCUMENT v3.22.2
Stock Compensation
 6 Months Ended
Jun. 30, 2022
Share-Based Payment Arrangement [Abstract]  
Stock Compensation Stock Compensation
2022 Stock Option and Incentive Plan
In May 2022, the Company's stockholders approved the 2022 Stock Option and Incentive Plan (the "2022 Plan"). The number of shares of common stock available for awards under the 2022 Plan was set to 4,400,000, with any shares underlying awards that are forfeited, canceled, held back upon exercise of an option or settlement of an award to cover the exercise price or tax withholding, reacquired by the Company prior to vesting, satisfied without the issuance or shares, or otherwise terminated (other than by exercise) under the 2022 Plan may be added back to the shares of common stock available for issuance under the 2022 Plan. The 2022 Plan provides for the award of stock options (both incentive and non-qualified options), stock appreciation rights, restricted stock, restricted stock units, unrestricted stock, cash-based awards, and dividend equivalent rights. Following the approval of the 2022 Plan, no further awards will be issued under the Company’s 2013 Stock Option and Incentive Plan (the “2013 Plan”).

Employee Stock Purchase Plan
In April 2020, the board of directors approved the Esperion Therapeutics, Inc. 2020 Employee Stock Purchase Plan (the "ESPP") which was approved by the Company's shareholders on May 28, 2020. The ESPP allows eligible employees to authorize payroll deductions of up to 10% of their base salary or wages up to $25,000 annually to be applied toward the purchase of shares of the Company's common stock on the last trading day of the offering period. Participating employees will purchase shares of the Company's common stock at a discount of up to 15% on the lesser of the closing price of the Company's common stock on the NASDAQ Global Select Market (i) on the first trading day of the offering period or (ii) the last day of any offering period. Offering periods under the ESPP will generally be in six months increments, commencing on September 1 and March 1 of each calendar year with the administrator having the right to establish different offering periods. In the three and six months ended June 30, 2022, the Company recognized approximately $0.1 million and $0.2 million of stock compensation expense related to the ESPP, respectively. In the three and six months ended June 30, 2021, the Company recognized approximately $0.1 million and $0.4 million of stock compensation expense related to the ESPP, respectively. As of June 30, 2022, there have been 256,999 shares issued and 568,001 shares reserved for future issuance under the ESPP.
Stock Options
The following table summarizes the activity relating to the Company’s options to purchase common stock for the six months ended June 30, 2022:
Number of OptionsWeighted-Average Exercise Price Per ShareWeighted-Average Remaining Contractual Term (Years)Aggregate Intrinsic Value
(in thousands)
Outstanding at December 31, 20213,214,537 $38.38 4.18$— 
Granted1,255,600 $4.78 
Forfeited or expired(402,977)$27.83 
Exercised— $— 
Outstanding at June 30, 20224,067,160 $29.05 5.07$1,725 
Vested and expected to vest at June 30, 20224,067,160 $29.05 5.07$1,725 
Exercisable at June 30, 20222,598,988 $39.12 2.61$67 
Stock-based compensation related to stock options was $1.4 million and $2.9 million for the three and six months ended June 30, 2022, respectively, including $0.1 million and $0.2 million that were capitalized into inventory, and $6.2 million and $9.9 million for the three and six months ended June 30, 2021, respectively, including $0.2 million and $0.5 million that were capitalized into inventory. As of June 30, 2022, there was $10.5 million of unrecognized stock-based compensation expense related to unvested options, which will be recognized over a weighted-average period of 2.6 years.
Performance-Based Stock Options ("PBSOs")
In 2021, the Company granted PBSOs from the 2013 Plan that vest upon various performance-based milestones as set forth in the individual grant agreements, such as achievement of predetermined clinical or regulatory outcomes. The actual number of units (if any) received under these awards will depend on continued employment and actual performance over the performance period. Each quarter, the Company updates their assessment of the probability that the performance milestone will be achieved. The Company amortizes the fair value of the PBSOs based on the expected performance period to achieve the performance milestone. The Company expects the performance criteria to be met.
In 2022, the Company granted PBSOs from the 2022 Plan that vest upon various performance-based milestones as set forth in the individual grant agreements, such as achievement of predetermined clinical or regulatory outcomes. The actual number of units (if any) received under these awards will depend on continued employment and actual performance over the performance period. Each quarter, the Company updates their assessment of the probability that the performance milestone will be achieved. The Company amortizes the fair value of the PBSOs based on the expected performance period to achieve the performance milestone. The Company expects the performance criteria to be met.

The following table summarizes the activity relating to the Company’s PBSOs for the six months ended June 30, 2022:
Number of OptionsWeighted-Average Exercise Price Per ShareWeighted-Average Remaining Contractual Term (Years)Aggregate Intrinsic Value
(in thousands)
Outstanding at December 31, 2021122,700 $8.94 9.83$— 
Granted403,000 $6.20 $— 
Forfeited or expired(26,500)$8.94 $— 
Exercised— $— $— 
Outstanding at June 30, 2022499,200 $6.73 9.83$64 
Vested and expected to vest at June 30, 2022499,200 $6.73 9.83$64 
Exercisable at June 30, 2022— $— 0$— 
Stock-based compensation related to PBSOs was $0.1 million and $0.2 million for the three and six months ended June 30, 2022, respectively. As of June 30, 2022, there was approximately $2.1 million of unrecognized stock-based compensation expense related to unvested PBSOs, which will be recognized over a weighted-average period of approximately 1.9 years.
Restricted Stock Units (or RSUs)
The following table summarizes the activity relating to the Company’s RSUs for the six months ended June 30, 2022:
Number of
RSUs		Weighted-Average
Fair Value Per
Share
Outstanding and unvested December 31, 2021698,704 $28.09 
Granted1,435,409 $4.54 
Forfeited(172,695)$14.39 
Vested(239,693)$22.60 
Outstanding and unvested June 30, 20221,721,725 $10.59 
Stock-based compensation related to RSUs was approximately $1.7 million and $3.6 million for the three and six months ended June 30, 2022, respectively, including $0.2 million and $0.3 million that was capitalized into inventory, and approximately $2.2 million and $4.0 million for the three and six months ended June 30, 2021, respectively, including $0.1 million and $0.2 million that was capitalized into inventory. As of June 30, 2022, there was $16.8 million of unrecognized stock-based compensation expense related to unvested RSUs, which will be recognized over a weighted-average period of 2.9 years.
Performance-based Restricted Stock Units ("PBRSUs")
In 2021, the Company granted PBRSUs from the 2013 Plan that vest upon various performance-based milestones as set forth in the individual grant agreements, such as achievement of predetermined milestones based on the Company's U.S. net product sales or clinical or regulatory outcomes. The actual number of units (if any) received under these awards will depend on continued employment and actual performance over the performance period. Each quarter, the Company updates their assessment of the probability that the performance milestone will be achieved. The Company amortizes the fair value of the PBRSUs based on the expected performance period to achieve the performance milestone. The fair value of the PBRSUs is based on the quoted market price of the Company's common stock on the date of grant. The Company expects the performance criteria to be met.
The following table summarizes the activity relating to the Company's PBRSUs for the six months ended June 30, 2022:
Number of
PBRSUs		Weighted-average fair value per share
Outstanding December 31, 2021639,950 $9.90 
Granted— $— 
Forfeited(133,400)$11.63 
Outstanding and unvested June 30, 2022506,550 $9.45 
Stock-based compensation related to the PBRSUs was approximately $0.3 million and $1.1 million for the three and six months ended June 30, 2022, respectively, including less than $0.1 million and $0.1 million that was capitalized into inventory. As of June 30, 2022, there was approximately $2.9 million of unrecognized stock-based compensation expense related to unvested PBRSUs, which will be recognized over a weighted-average period of approximately 1.9 years.