ESPERION THERAPEUTICS INC (ESPR)
Sector: Health Care
2026 Annual Meeting Analysis
ESPERION THERAPEUTICS INC · Meeting: May 28, 2026
Directors FOR
2
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Class I Directors
Carroll has served as Chairman since June 2022 and brings deep pharmaceutical industry experience; the 3-year TSR of +58.9% outperforms XBI by +44.3 percentage points, well below the 65-percentage-point threshold required to trigger a vote against, and no other policy flags apply.
Koenig has served as CEO and director since May 2021; the 3-year TSR of +58.9% outperforms the XBI benchmark by +44.3 percentage points, which does not meet the 65-percentage-point underperformance threshold required to trigger a vote against an executive director, and no other policy flags apply.
Both Class I nominees pass all policy screens: the stock's 3-year return of +58.9% beats the XBI biotech ETF benchmark by +44.3 percentage points (well short of the 65-point trigger for a strong-positive TSR period), neither director is overboarded, and the proxy discloses that all directors attended at least 75% of meetings in 2025.
Say on Pay
✓ FORCEO
Sheldon L. Koenig
Total Comp
$3,535,512
Prior Support
N/A
CEO Sheldon Koenig's total compensation of approximately $3.5 million is reasonable for a biotech CEO at Esperion's market cap of roughly $526 million, and equity awards (stock options and RSUs vesting over four years) make up the majority of pay, satisfying the requirement that most compensation be variable and performance-linked. The company achieved 100% of its 2025 corporate goals and the stock delivered a 3-year return of +58.9%, meaningfully outperforming the XBI biotech ETF, so above-target incentive payouts are aligned with shareholder outcomes. The company maintains a clawback policy compliant with SEC and Nasdaq rules, and there are no overboarding, independence, or prior-year vote concerns that would warrant a vote against.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
18 yrs
Audit Fees
$1,294,500
Non-Audit Fees
$41,000
Ernst & Young's non-audit fees of $41,000 represent only about 3% of audit fees of $1,294,500, far below the 50% threshold that would raise independence concerns; tenure of approximately 18 years is below the 25-year threshold; and there are no disclosed material financial restatements, so all policy screens are passed.
Overall Assessment
The 2026 Esperion annual meeting presents four proposals: two director nominees who pass all TSR, attendance, and overboarding screens; an auditor ratification with a clean fee ratio and below-threshold tenure; and a say-on-pay that is supportable given reasonable CEO pay levels, a majority-variable pay structure, and stock performance that outpaces the XBI biotech ETF over three years. The equity plan share increase (Proposal 4) falls outside current policy scope and is noted separately for shareholder review.