Esperion Therapeutics,Inc. (NASDAQ:ESPR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02. Election of Directors
On December14, 2017, Esperion Therapeutics,Inc. (the “Company”) elected Jeffrey Berkowitz, J.D., age 51, to the Board.Mr.Berkowitz was elected as a ClassII director and will serve until the Company’s annual meeting of stockholders in 2018 or until his successor is duly elected and qualified. The Company believes that Mr.Berkowitz is qualified to serve as a director based on his substantial experience in global pharmaceutical development, commercialization and market access.
As a non-employee director, Mr.Berkowitz will receive cash and equity compensation paid by the Company to its non-employee director compensation program. There are no arrangements or understandings between Dr.Berkowitz and any other person to which Dr.Berkowitz was selected as a director, and there are no transactions between Dr.Berkowitz and the Company that would require disclosure under Item 404(a)of Regulation S-K. In addition, the Company has entered into an indemnification agreement with Mr.Berkowitz in connection with his appointment to the Board which is in substantially the same form as that entered into with the other directors of the Company.
In addition, on December14, 2017, the Board promoted Richard B. Bartram, age 36, the Company’s Vice President, Finance, to the position of Chief Financial Officer effective January 1, 2018. He will also become the Company’s principal financial officer effective January1, 2018. Mr.Bartram has served as the Company’s Vice President, Finance, since January2015, and as the Company’s controller between February2013 and January2015. Prior to joining the Company, Mr.Bartram was Assurance Manager with PricewaterhouseCoopers where he held various positions of increasing responsibility over almost eight years with the firm. Mr.Bartram earned both Master’s and Bachelor’s degrees in accounting from Michigan State University and is a Certified Public Accountant.
In connection with Mr.Bartram’s promotion, he will receive a base salary of $330,000 per year and will be eligible to receive an annual performance bonus targeted at 35% of his base salary, with the actual amount of such bonus, if any, to be determined by the Board of Directors. Mr.Bartram is also eligible to receive equity awards under the Company’s equity incentive plans and is entitled to participate in the benefits and insurance programs generally available to all Company employees. Mr.Bartram was not elected to his officer positions under any arrangement or understanding between him and any other person, and there are no transactions between Mr.Bartram and the Company that would require disclosure under Item 404(a)of Regulation S-K. No family relationships exist between Mr.Bartram and any of the directors or officers of the Company. In connection with Mr.Bartram’s promotion, the Board designated Mr.Bartram as an “executive officer” of the Company as such term is defined under Rule3b-7 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, and an “officer” as such term is defined under Rule16a-1(f)of the Exchange Act.
Effective as of December14, 2017, Mary P. McGowan, M.D. ceased to be an “executive officer” of the Company as such term is defined under Rule3b-7 under the Exchange Act, and an “officer” as such term is defined under Rule16a-1(f)of the Exchange Act. Dr.McGowan remains as an employee of the Company and shall continue as the Company’s Chief Medical Officer.
