DEF 14A of Xeris Biopharma Holdings, Inc., Apr 23, 2024

DEF 14A of Xeris Biopharma Holdings, Inc.

Filed Apr 23, 2024 · FY20230001867096-24-000053

Open on EDGAR

  1. PROPOSAL NO. 1 - ELECTION OF CLASS III DIRECTORS

    PROPOSAL NO. 1 - ELECTION OF CLASS III DIRECTORS Our board of directors currently consists of nine members. There are three directors in the class whose term of office expires at the Annual Meeting. In accordance with the terms of our certificate of incorporation and bylaws, our board of directors is divided into three classes, Class I, Class II and Class III, with members of each class serving staggered three-year terms. The members of the classes are divided as follows: •the Class I directors are BJ Bormann, Garheng Kong and John Schmid, and their terms will expire at the annual meeting of stockholders to be held in 2025; •the Class II directors are Dawn Halkuff, John Johnson and Jeffrey Sherman, and their terms will expire at the annual meeting of stockholders to be held in 2026; and •the Class III directors are Paul Edick, Ricki Fairley and Marla Persky, and their terms will expire at the Annual Meeting. Upon the expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires. Our certificate of incorporation and bylaws provide that the authorized number of directors may be changed only by resolution of our board of directors. Our certificate of incorporation also provides that our directors may be removed only for cause by the affirmative vote of the holders of at least two-thirds (2/3) of the outstanding shares then entitled to vote in an election of directors, and that any vacancy on our board of directors, including a vacancy resulting from an enlargement of our board of directors, may be filled only by vote of a majority of our directors then in office. Our board of directors has nominated Paul Edick, Ricki Fairley and Marla Persky for election as the Class III directors at the Annual Meeting. The nominees are presently directors. Ms. Fairley, who joined the Board in 2023, was recommended by a non-management director. She was nominated by the Nominating and Corporate Governance Committee after an extensive and careful search was conducted by the Chairwoman of the Nominating and Corporate Governance Committee, and numerous candidates were considered. Each of the nominees has consented to being named as a nominee and, thus, indicated a willingness to continue to serve as directors, if elected. If the nominees become unable or unwilling to serve, however, the proxies may be voted for a substitute nominee selected by our board of directors. If elected, the Class III directors would serve for a three-year term ending at the annual meeting of stockholders to be held in 2027 or until his or her successor has been duly elected and qualified or until his or her earlier resignation, death or removal. We have no formal policy regarding board diversity. Our priority in the selection of board members is identification of members who will further the interests of our stockholders through their established record of professional accomplishment, their ability to contribute positively to the collaborative culture among board members, and their knowledge of our business and understanding of the competitive landscape.

  2. Board Diversity Matrix

    Board Diversity Matrix

  3. Board Diversity Matrix

    | As of April 12, 2024 | | | | | | Board Size: | | | | | | Total Number of Directors | 9 | | | | | | Female | Male | Non-Binary | Did Not Disclose Gender | | Part I: Gender Identity | | | | | | Directors | 4 | 5 | ⸻ | ⸻ | | Part II: Demographic Background | | | | | | African American or Black | 1 | ⸻ | ⸻ | ⸻ | | Alaskan Native or Native American | ⸻ | ⸻ | ⸻ | ⸻ | | Asian | ⸻ | 1 | ⸻ | ⸻ | | Hispanic or Latinx | ⸻ | ⸻ | ⸻ | ⸻ | | Native Hawaiian or Pacific Islander | ⸻ | ⸻ | ⸻ | ⸻ | | White | 3 | 4 | ⸻ | ⸻ | | Two or More Races or Ethnicities | ⸻ | ⸻ | ⸻ | ⸻ | | LGBTQ+ | ⸻ | | | | | Did Not Disclose Demographic Background | ⸻ | | | |

  4. Board Diversity Matrix

    In addition to the information presented below regarding each of the nominees and continuing directors’ specific experience, qualifications, attributes and skills that our board of directors and our nominating and corporate governance committee considered in determining that he or she should serve as a director, we also believe that each of our directors has demonstrated business acumen, integrity and an ability to exercise sound judgment, as well as a commitment of service to our company and our board of directors.

  5. Nominees for Election as Class III Directors

    Nominees for Election as Class III Directors The following table identifies our Class III directors and sets forth their principal occupation and business experience during the last five years and their ages as of April 12, 2024.

  6. Nominees for Election as Class III Directors

    | Name | Positions and Offices Held with Xeris | Director Since | Age | | Paul R. Edick | Chief Executive Officer and Chairman of the Board | 2021 | 68 | | Ricki L. Fairley | Director | 2023 | 67 | | Marla S. Persky | Director | 2021 | 68 |

  7. Nominees for Election as Class III Directors

    Paul R. Edick. Mr. Edick has served as our Chief Executive Officer since May 2021 in connection with the Strongbridge acquisition. Mr. Edick joined Xeris Pharmaceuticals, Inc. in January 2017 as President and Chief Executive Officer and was appointed as Chairman in June 2018. As of August 2020, Mr. Edick relinquished the President title he held at Xeris Pharmaceuticals, Inc. From 2010 to 2014, Mr. Edick was the chief executive officer of Durata Therapeutics, Inc., a biopharmaceutical company, prior to its acquisition in November 2014. Prior to that, Mr. Edick was chief executive officer of Ganic Pharmaceuticals, Inc., a Warburg Pincus investment search vehicle, from 2008 to 2010. Before that, from 2006 to 2008, Mr. Edick was chief executive officer of MedPointe Healthcare, Inc., a pharmaceutical company, and served as its president of pharmaceutical operations from 2002 to 2006. Mr. Edick has previously served on a number of pharmaceutical and healthcare company boards, including Milestone Pharmaceuticals Inc. from April 2019 until December 2020, Circassia Pharmaceuticals Plc from January 2013 until May 2016, Sucampo Pharmaceuticals, Inc. from August 2016 until February 2018, Iterum Therapeutics Limited from April 2015 until May 2019, Durata Therapeutics from July 2010 until November 2014, NewLink Genetics Corp. from July 2011 until April 2018, Neos Therapeutics, Inc. from April 2015 until May 2018 and PDL BioPharma, Inc. from September 2015 until December 2018. Mr. Edick received a B.A. degree in psychology from Hamilton College. We believe Mr. Edick is qualified to serve on our board of directors because of his management and industry experience. Ricki L. Fairley. Ms. Fairley has served on our board of directors since March 2023. Ms. Fairley has over thirty-five years of marketing experience. In June 2020, Ms. Fairley co-founded and continues to serve as the chief executive officer of TOUCH, the Black Breast Cancer Alliance, a breast cancer advocacy organization. Ms. Fairley currently serves as a member of the board of directors of the Triple Negative Breast Cancer Foundation and the Center for Healthcare Innovation. In February 2012, Ms. Fairley founded and, through June 2020, served as the president and thought leader for DOVE Marketing Inc., a marketing consulting company. From 2009 to 2012 Ms. Fairley served as partner and chief marketing officer of Images USA, a marketing communications agency, and from 2005 to 2009 as its partner, senior vice president of strategy and planning. From 2003 to 2005, Ms. Fairley served as partner, strategist of Powerpact, LLC, a promotion agency, and before that, held various marketing roles of increasing responsibility at Chupa Chups USA, The Coca-Cola Company, Sega Channel, Reckitt & Colman, Nabisco and McNeil Consumer Products Company. Ms. Fairley has a B.S. degree in English from Dartmouth College and a M.B.A. from the Kellogg School of Management at Northwestern University. We believe Ms. Fairley is qualified to serve on our board of directors because of her management and marketing experience. Marla S. Persky. Ms. Persky has served on our board of directors since October 2021 in connection with the Strongbridge acquisition. Prior to that, Ms. Persky served as a member of the board of directors of Xeris Pharmaceuticals, Inc. beginning in April 2018. Since 2014, Ms. Persky has served as the chief executive officer and president of WOMN LLC, a consulting and coaching organization. From 2005 to 2013, Ms. Persky was senior vice president, general counsel and corporate secretary of Boehringer Ingelheim Corporation, a pharmaceutical company, and prior to that spent 19 years with Baxter International Inc. in both legal and business roles. Ms. Persky has also served on the board of directors of Revolo Biotherapeutics Limited since July 2021 and Panavance Therapeutics, Inc. since October 2021. Ms. Persky has a B.S.S. degree in speech sciences from Northwestern University and a J.D. from Washington University School of Law. We believe Ms. Persky is qualified to serve on our board of directors because of her experience in the industry in which we operate. To be elected, the directors nominated via Proposal No. 1 must receive a plurality of the votes properly cast on the election of directors, meaning that the director nominees receiving the most “for” votes will be elected. If nominees are unopposed, election requires only a single vote or more. Votes withheld and broker non-votes will have no effect on the election of directors. Properly submitted proxies will be voted in favor of the above nominees unless a contrary specification is made in the proxy or at the meeting. The nominees have consented to serve as our directors, if elected. However, if the nominees are unable to serve or for good cause will not serve as a director, the proxies will be voted for the election of such substitute nominee as our board of directors may designate. The proposal for the election of directors relates solely to the election of Class III directors nominated by our board of directors. The board of directors unanimously recommends voting “FOR” for the election of each of Paul Edick, Ricki Fairley and Marla Persky as the Class III directors, to serve for a three-year term ending at the annual meeting of stockholders to be held in 2027.

  8. Directors Continuing in Office

    Directors Continuing in Office The following table and biographies identify our directors continuing in office and set forth their principal occupation and business experience during the last five years and their ages as of April 12, 2024.

  9. Directors Continuing in Office

    | Name | Positions and Offices Held with Xeris | Director Since | Class and Year in Which Term Will Expire | Age | | BJ Bormann | Director | 2021 | Class I - 2025 | 65 | | Garheng Kong | Director | 2021 | Class I - 2025 | 48 | | John Schmid | Director | 2021 | Class I - 2025 | 61 | | Dawn Halkuff | Director | 2021 | Class II - 2026 | 53 | | John Johnson | Director | 2021 | Class II - 2026 | 66 | | Jeffrey Sherman | Director | 2021 | Class II - 2026 | 69 |

  10. Class I Directors (Term Expires at 2025 Annual Meeting)

    Class I Directors (Term Expires at 2025 Annual Meeting) BJ Bormann, Ph.D. Dr. Bormann has served on our board of directors since October 2021 in connection with the Strongbridge acquisition. Prior to that, Dr. Bormann served as a member of the board of directors of Xeris Pharmaceuticals, Inc., beginning in April 2018. Dr. Bormann served as the vice president of translational science and network alliances for The Jackson Laboratory, a nonprofit biomedical research institution from August 2017 until February 2024. From 2015 to 2017, Dr. Bormann served as the chief executive officer of Supportive Therapeutics, LLC, a pharmaceutical company. In 2015, Dr. Bormann served as the chief executive officer and as a director of Pivot Pharmaceuticals Inc., a biopharmaceutical company. Previously, Dr. Bormann served as the chief business advisor for NanoMedical Systems, Inc., a drug delivery company, from 2013 to 2015 and as the chief executive officer of Harbour Antibodies, a biopharmaceutical company, from 2013 to 2014. From 2007 to 2013, Dr. Bormann was a senior vice president, world-wide alliances, licensing and business development at Boehringer Ingelheim Pharmaceuticals, Inc., a pharmaceutical company. Dr. Bormann has served on the board of directors of BioLine Rx Ltd., a biopharmaceutical company since August 2013, and NanoMedical Systems Inc., a drug-delivery company, since July 2021. Dr. Bormann received her Ph.D. in biomedical science from the University of Connecticut Health Center and her B.Sc. from Fairfield University in biology. Dr. Bormann completed postdoctoral training at Yale School of Medicine in the department of pathology. We believe Dr. Bormann is qualified to serve on our board of directors because of her experience in the industry in which we operate. Garheng Kong, M.D., Ph.D., M.B.A. Dr. Kong has served on our board of directors since October 2021 in connection with the Strongbridge acquisition. Prior to that, Dr. Kong served as the chairman of the board of directors of Strongbridge, beginning in July 2020. In July 2013, Dr. Kong founded, and has since served as managing partner of, HealthQuest Capital, a healthcare venture growth fund. Dr. Kong was a general partner at Sofinnova Ventures, a venture firm focused on life sciences, from September 2010 to December 2013. From May 2000 to September 2010, he worked at Intersouth Partners, a venture capital firm, serving most recently as a general partner. Dr. Kong has served on the board of directors of Laboratory Corporation of America Holdings since December 2013, Venus Concept since June 2017 and Lunit, Inc., a public biotechnology company listed on the Korean national exchange, since November 2021. Dr. Kong previously served on the board of directors of Alimera Sciences, Inc., a pharmaceutical company that specializes in the commercialization and development of ophthalmic pharmaceuticals, from October 2012 to May 2023, Avedro, Inc., a commercial-stage ophthalmic medical technology company, from April 2017 to November 2019, Melinta Therapeutics, a pharmaceutical company formerly known as Cempra Pharmaceuticals, from September 2006 to June 2019, Histogenics Corporation, a public biotechnology company, from July 2012 to February 2019. Dr. Kong holds a B.S. from Stanford University and an M.D., Ph.D. and M.B.A. from Duke University. We believe Dr. Kong is qualified to serve on our board of directors because of his experience, including financial experience, in the industry in which we operate. John Schmid. Mr. Schmid has served on our board of directors since October 2021 in connection with the Strongbridge acquisition and serves as our lead independent director. Prior to that, Mr. Schmid served as a member of the board of directors of Xeris Pharmaceuticals, Inc., beginning in September 2017. Since June 2015, Mr. Schmid has served as a member of the board of directors of AnaptysBio Inc. He also has been a member of the board of directors of Helix Acquisition Corp. II since February 2024 and of Design Therapeutics, Inc. since January 2021 and Speak, Inc. since June 1989. Mr. Schmid has also served as Chairman of the Board of Directors of Blacksmith Medicines, Inc. (formerly Forge Therapeutics) from May 2017 until April 2024. Since July 2018, Mr. Schmid has served as a member of the board of directors of Poseida Therapeutics Inc. Previously, he was the chief financial officer of Auspex Pharmaceuticals, Inc., a biopharmaceutical company, from 2013 until its acquisition in 2015. Prior to joining Auspex Pharmaceuticals, Mr. Schmid co-founded Trius Therapeutics, Inc., a biopharmaceutical company, in 2004, where he served as chief financial officer until its sale in 2013. Mr. Schmid received a B.A. in economics from Wesleyan University and an M.B.A. from the University of San Diego. We believe Mr. Schmid is qualified to serve on our board of directors because of his experience, including financial experience, in the industry in which we operate.

  11. Class II Directors (Term Expires at 2026 Annual Meeting)

    Class II Directors (Term Expires at 2026 Annual Meeting) Dawn Halkuff. Ms. Halkuff has served on our board of directors since October 2021 in connection with the Strongbridge acquisition. Prior to that, Ms. Halkuff served as a member of the board of directors of Xeris Pharmaceuticals, Inc. beginning in April 2018. From December 2021 until March 2024, Ms. Halkuff served as the chief executive officer of Ideal Protein of America, Inc., a weight loss company. From November 2016 to September 2021, Ms. Halkuff served as the chief commercial officer of TherapeuticsMD, Inc., a pharmaceutical company. Prior to that, Ms. Halkuff held numerous senior level positions at Pfizer Inc., a biopharmaceutical company, and the Pfizer Consumer Healthcare Wellness Organization and was a member of its Consumer Global Leadership Team, including in roles as senior vice president, global wellness, vice president, women's health sales and marketing and senior director, women's health products. Prior to that, Ms. Halkuff was the commercial lead for sales and marketing of the Pfizer Women's Health Division. From 2005 to 2010, Ms. Halkuff was head of global innovation at Weight Watchers International. Ms. Halkuff has a B.A. degree in psychology from the University of Connecticut and an M.B.A. from Pennsylvania State University. We believe Ms. Halkuff is qualified to serve on our board of directors because of her experience in the industry in which we operate. John H. Johnson. Mr. Johnson has served on our board of directors since October 2021 in connection with the Strongbridge acquisition. Prior to that, Mr. Johnson had served on the board of directors of Strongbridge from March 2015, and as the Chief Executive Officer of Strongbridge from July 2020 to October 2021. Since March 2022, Mr. Johnson has served as Chief Executive Officer and Director of Reaction Biology Corp., a biotechnology company. Mr. Johnson recently served as a board member of Melinta Pharmaceuticals, Inc. from July 2009 through September 2019, having served as Chief Executive Officer from February 2019 through August 2019 and as interim Chief Executive Officer from October 2018 until February 2019. Mr. Johnson has also been a member of the board of directors of Verastem, Inc. (also known as Verastem Oncology) since April 2020 and a member of the board of directors of AxoGen, Inc. since July 2021. From January 2012 until August 2014, Mr. Johnson served as the President and Chief Executive Officer of Dendreon Corporation and as its Chairman from January 2012 until June 2014. From January 2011 until January 2012, he served as the Chief Executive Officer and a member of the board of Savient Pharmaceuticals, Inc. From November 2008 until January 2011, From September 2009 to July 2011, Mr. Johnson served as Senior Vice President and President of Eli Lilly and Company’s Oncology unit. He was also Chief Executive Officer of ImClone Systems Incorporated, which develops targeted biologic cancer treatments, from August 2007 until November 2008, and served on ImClone’s board of directors until it was acquired by Eli Lilly in November 2008. From 2005 to 2007, Mr. Johnson served as Company Group Chairman of Johnson & Johnson’s Worldwide Biopharmaceuticals unit, President of its Ortho Biotech Products LP and Ortho Biotech Canada units from 2003 to 2005, and Worldwide Vice President of its CNS, Pharmaceuticals Group Strategic unit from 2001 to 2003. Prior to joining Johnson & Johnson, he also held several executive positions at Parkstone Medical Information Systems, Inc. (from 2000 to 2001), OrthoMcNeil Pharmaceutical Corporation (from 1993 to 2000) and Pfizer, Inc. (from 1983-1988). He also served as a director of various pharmaceutical corporations including Autolus Therapeutics from September 2021 to March 2024, Histogenics Corporation from November 2013 to February 2019, AVEO Pharmaceuticals, Inc. from February 2018 to February 2019, and Portola Pharmaceuticals, Inc. from March 2014 to July 2020. From January 2013 to August 2014, he served as a member of the board of directors for the Pharmaceutical Research and Manufacturers of America. Mr. Johnson also served on the Health Section Governing Board of Biotechnology Industry Organization from January 2013 to August 2014. Mr. Johnson holds a B.S. from the East Stroudsburg University of Pennsylvania. We believe Mr. Johnson is qualified to serve on our board of directors because of his experience in the industry in which we operate. Jeffrey Sherman, M.D., FACP. Dr. Sherman has served on our board of directors since October 2021 in connection with the Strongbridge acquisition. Prior to that, Dr. Sherman served as a member of the board of directors of Xeris Pharmaceuticals, Inc. beginning in April 2018. From June 2009 until November 2023, Dr. Sherman served as the chief medical officer and executive vice president at Horizon Therapeutics plc., a biopharmaceutical company, now Amgen (Rare Disease). Dr. Sherman also served on the board of directors of Strongbridge prior to its acquisition by Xeris Pharmaceuticals, Inc. from October 2016 until October 2021. Additionally, Dr. Sherman served previously on the Board of Directors of the Biotechnology Innovation Organization (BIO), Larimar Therapeutics since October 2023 and of Sorriso Pharmaceuticals, Inc. since May 2022. He is a member of a number of professional societies, a diplomat of the National Board of Medical Examiners and the American Board of Internal Medicine, and on the Board of Advisors of the Center for Information and Study on Clinical Research Participation. He previously held positions at pharmaceutical companies such as IDM Pharma, Inc., Takeda Global Research and Development, NeoPharm Inc., G.D. Searle, LLC/Pharmacia Corporation, and Bristol-Myers Squibb, and is a past board chair of the Drug Information Association. Dr. Sherman received a B.A. in Biology from Lake Forest College and earned his M.D. from the Rosalind Franklin University of Medicine and Science/The Chicago Medical School. Dr. Sherman completed internship and residency programs at Northwestern University Feinberg School of Medicine, where he currently serves as an adjunct assistant professor, and a fellowship program at the University of California San Francisco. We believe Dr. Sherman is qualified to serve on our board of directors because of his experience in the industry in which we operate. There are no material legal proceedings to which any of our directors is a party adverse to us or our subsidiaries or in which any such person has a material interest adverse to us or our subsidiaries.

  12. Role of the Compensation Committee

    Role of the Compensation Committee The Compensation Committee has responsibility for establishing our executive compensation philosophy and the design of our executive compensation program, as well as for determining the level of compensation awarded to our NEOs. Information about the Compensation Committee, including its composition, responsibilities, and processes, can be found elsewhere in this proxy statement. In addition to evaluating our executives’ contributions and performance in light of corporate objectives and individual performance, we also base our compensation decisions on market considerations. The Compensation Committee, with the help of its independent compensation consultant, benchmarks our cash and equity incentive compensation against programs available to executive officers in comparable roles at peer companies. Individual compensation pay levels may vary from this reference point based on recent individual performance and other considerations, including breadth of experience, the anticipated out-of-pocket costs and level of difficulty in replacing an executive with someone of comparable experience and skill, and the initial compensation levels required to attract qualified new hires.

  13. Role of Independent Compensation Consultant

    Role of Independent Compensation Consultant The Compensation Committee retained the services of Aon, part of the Human Capital Solutions, as its independent executive compensation consultant due to its analytical and compensation expertise in the biotechnology and pharmaceutical industry. In this capacity, Aon has advised the Compensation Committee on compensation matters related to the executive and director compensation programs. In 2023, Aon assisted the Compensation Committee with, among other things: •executive and director market pay analysis; •reviewing and suggesting changes to the compensation peer group; •developing and refining of executive and director pay programs; and •summarizing market and regulatory landscape to inform proper pay governance practices. The Compensation Committee has the sole authority to engage and terminate Aon’s services, as well as to approve Aon’s compensation. Aon makes recommendations to the Compensation Committee but has no authority to make compensation decisions on our behalf or on behalf of the Compensation Committee. Aon reported to the Compensation Committee and had direct access to the Chair and the other members of the Compensation Committee. Beyond advice related to the executive and director compensation programs as described above, Aon provided limited advice to us related to our broad-based 401(k) plan in 2023. The Compensation Committee conducted a specific review of its relationship with Aon in the past year and determined that Aon’s work for the Compensation Committee did not raise any conflicts of interest. Aon’s work has conformed to the independence factors and guidance provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act, the SEC, and Nasdaq.

  14. Use of Market Data and Peer Group Analysis

    Use of Market Data and Peer Group Analysis When considering executive compensation decisions, the Compensation Committee believes it is important to be informed as to the current compensation practices of comparable publicly held companies in the life sciences industry, especially to understand the competitive compensation required to attract and retain individuals with the necessary specific expertise and experience. As in prior years, the Compensation Committee considered numerous factors when setting executive pay levels for 2023. While the Compensation Committee believes that referencing peer group compensation levels as part of the pay setting process is helpful in determining market competitive compensation for our executives, it does not tie any pay elements directly to specific benchmarks within the peer group. Instead, the Compensation Committee considers peer data as part of a market-check analysis that is used in conjunction with its assessments of numerous other factors, including: a review of industry survey data; employee knowledge, skill, and experience; individual performance and contribution; scope of current and expected future responsibilities; and any retention concerns.

  15. 2023 Peer Group

    2023 Peer Group In August 2022, the Compensation Committee reviewed the members of our then-current peer group to determine if each peer company continued to be an appropriate reference point for purposes of making 2023 executive compensation decisions. The Compensation Committee considered several factors including industry sector, therapeutic focus, stage of clinical development, market capitalization, number of employees, and other qualitative factors in determining the relevant market comparators in the peer group for 2023. More specifically, the peer group was developed from commercial biopharma companies with market capitalizations of up to $1.5 billion and headcount up to 1,000 employees. Based on the aforementioned factors, in consultation with Aon, the Compensation Committee determined that the 2023 peer group would consist of the following 16 companies:

  16. 2023 Peer Group

    | Aclaris Therapeutics | Collegium Pharmaceutical | Rhythm Pharmaceuticals | | Amryt Pharma | Corbus Pharmaceuticals | Syndax Pharmaceuticals | | Aquestive Therapeutics | Kala Pharmaceuticals | Tricida | | Ardelyx | Kura Oncology | UroGen Pharma | | Clovis Oncology | Ocular Therapeutix | | | Coherus BioSciences | Paratek Pharmaceuticals | |

  17. Elements of Compensation

    Elements of Compensation Our overall executive compensation program consists of fixed elements, such as base salary and benefits, and variable performance-based elements, such as annual and long-term incentives. Our fixed compensation elements are designed to provide a predictable source of income to our executives. Our variable performance-based elements are designed to reward performance at three levels: individual performance, actual corporate performance compared to annual business goals, and long-term shareholder value creation. We compensate our executives principally through base salary, performance-based annual cash incentives, and equity awards. The objective of this approach is to remain competitive with other companies in our industry, while ensuring that our executives are given the appropriate incentives to achieve near-term objectives and at the same time create long-term shareholder value.

  18. Components of Pay

    | Annual Performance-Based Bonuses | An annual cash incentive bonus pool is determined based on the achievement of certain corporate strategic goals. After the bonus pool is established, individual bonus amounts for NEOs other than the CEO are determined based on the CEO’s recommendation and the Compensation Committee’s consideration of their individual performance. The CEO’s bonus amount is entirely tied to strategic objectives, which are approved by the Compensation Committee. | | Long-Term Equity Awards | Long-term equity awards provide a retention vehicle for our executives while incentivizing executives to deliver long-term shareholder value. For 2023, our NEOs were granted time-vesting restricted stock units (“RSUs”) based on performance in 2022. | | Broad-based Benefits | Broad-based benefits provide financial insurance and health and retirement support for our employees and reward them for the commitment we expect from them while employed by us. |

  19. Target Pay Mix

    Target Pay Mix The Compensation Committee does not apply a specific formula for allocating total compensation among the various components. Instead, the Compensation Committee uses its judgment, in consultation with Aon, the Compensation Committee’s independent executive compensation consultant, to establish a mix of current, short-term, and long-term incentive compensation, and cash and equity compensation, for each NEO. As can be seen in the graphs below, a large percentage of executive pay is variable and “at-risk” (66% for the CEO, and 63% on average for other NEOs), meaning that value will only be received by the executive if corporate and stock price performance are strong. Our use of a substantial level of variable and “at risk” compensation supports our pay-for-performance culture and pay philosophy. The balance between these components may change from year to year based on corporate strategy and objectives, among other considerations. For 2023, our NEOs had the following target pay mix1: 1 Pay components in 2023 comprised of base salary, annual incentive cash (at target) and RSUs (target calculations based on per share price of $1.24 (based on a 30-day average stock price as of 1/31/2023).

  20. Governance Practices

    | What We Do | | | | | ✔ | Align executive compensation with shareholder interests | ✔ | Perform an annual risk assessment of our compensation program | | ✔ | Pay-for-performance philosophy and culture | ✔ | Retain an independent compensation consultant | | ✔ | Majority of compensation directly tied to stock price | ✔ | Have an independent compensation committee | | ✔ | Comprehensive clawback policy | ✔ | Executives pay more for health insurance | | ✔ | "Double-trigger" change-in-control provisions | | | | What We Don’t Do | | | | | × | No hedging of our stock | × | No backdating of stock option awards and no repricing of stock option awards without stockholder consent | | × | No pledging of our stock | × | No supplemental executive retirement plans | | × | No guaranteed bonuses | × | No executive-only perquisites | | × | No excise tax gross ups | | |

  21. Base Salaries

    Base Salaries We provide our executive officers with a level of fixed cash compensation in the form of a base salary that reflects their scope of responsibility and organizational impact, as well as individual performance. In setting salaries for our executive officers, the Compensation Committee reviews independently prepared surveys of biotechnology industry compensation as well as other available information on base salaries in our peer group for executive officers in comparable positions. When setting individual base salaries, considerations are given to the following: •each executive officer’s position and specific responsibilities; •recent individual performance; •level and breadth of experience; •achievement of corporate and strategic goals; •a review of competitive pay levels at comparable positions at peer companies; •retention considerations, including the anticipated level of difficulty in replacing an executive with someone of comparable experience and skill and loss of institutional knowledge; and •the compensation levels required to attract qualified new hires. The Compensation Committee does not apply any specific formulas to determine increases in base salaries for our executive officers, but instead makes an evaluation of the aforementioned considerations. In setting base salaries for our executive officers (other than the CEO), the Compensation Committee will also consider the recommendation of the CEO and the CEO’s evaluation of each executive’s respective performance. Based on the foregoing considerations, the Compensation Committee adjusted base salaries for our NEOs for 2023, effective as of February 1, 2023, as follows:

  22. Annual Performance-Based Cash Incentives

    Annual Performance-Based Cash Incentives We have granted cash bonuses to our key executives, including the named executive officers, pursuant to the Company’s Senior Executive Cash Incentive Bonus Plan (the “Incentive Plan”). The Incentive Plan provides for a bonus payment based upon the attainment of corporate performance objectives established by the Compensation Committee at the beginning of each year. We believe that annual incentives hold executives accountable, reward executives based on actual business results, and help create a “pay-for-performance” culture.

  23. 2023 Incentive Opportunities

    2023 Incentive Opportunities Under our annual cash incentive plan, every employee, including each NEO, has an established annual performance-based incentive target, which is equal to a percentage of the employee’s base salary. This percentage increases as levels of responsibility increase. A participant’s annual base salary and target cash incentive opportunity as of the last day of the performance period are generally used to calculate earned incentives. The actual earned annual incentive amount, if any, is calculated based on the achievement of corporate and individual goals and objectives. For 2023, our NEOs had the following annual cash incentive target:

  24. 2023 Incentive Opportunities

    | Executive | Target Annual Incentive (as % of base salary) | | Paul R. Edick | 60% | | Steven M. Pieper | 40% | | John P. Shannon | 50% | | Beth P. Hecht | 40% | | Ken Johnson | 40% |

  25. 2023 Performance Criteria

    2023 Performance Criteria Annual incentives are based on two sets of objectives: corporate and individual. First, the Compensation Committee annually establishes key performance criteria, based upon the corporate strategic objectives for the year, and evaluates our performance against those criteria in its determination of whether annual bonuses will be paid to our employees. In establishing key performance criteria for the annual incentive program, the Compensation Committee selects specific corporate strategic objectives directed primarily to the future success of our business and the creation of long-term shareholder value. For 2023, the Compensation Committee established the key corporate performance criteria to be used in determining annual incentives, including corporate strategic objectives based on profitability, growth, innovation, enterprise development, and people. Once achievement versus corporate strategic objectives is determined, our CEO will evaluate the other executive officers’ individual achievement against these pre-established corporate strategic objectives and based on these evaluations, the Compensation Committee will determine a percentage for each executive officer, which percentage will then be applied to the corporate performance percentage to determine the executive officer’s payout. Our CEO’s payout under our annual incentive plan is based solely on the corporate performance percentage.

  26. 2023 Corporate Objectives

    2023 Corporate Objectives As in previous years, the bonus pool was calculated by multiplying each employee’s year-end base salary in 2023 by their target bonus level for the year, adjusted for the number of months worked in the year, and was accrued at the 100% payout level. Individual bonus payouts were based on performance during the year and similarly prorated by months of service. In 2023, we successfully achieved or exceeded nearly all of the key objectives that we set out to achieve. Our corporate objectives were directly aligned to three pillars of value creation – growth of innovative products, new product development, and technology partnerships which were the key drivers of our success as a company in 2023. Below are the details of our achievements relating to these three pillars and our corporate objectives:

  27. 2023 Earned Annual Cash Incentives

    2023 Earned Annual Cash Incentives After reviewing achievement versus the corporate objectives as outlined above, and the individual performance assessments, the Compensation Committee determined annual cash incentive amounts were earned for 2023 as set forth in the table below:

  28. 2023 Earned Annual Cash Incentives

    | | | Annual Incentive Opportunity | | Achievement | | Actual | | | Executive | 2023 Base Salary | Target (as % of base salary) | Target | Corporate | Individual | 2023 Earned Award | As a % of Target | | Paul R. Edick | $693,934 | 60% | $416,360 | 120% | N/A* | $499,632 | 120% | | Steven M. Pieper | $439,313 | 40% | $175,725 | 120% | 110% | $231,957 | 130% | | John P. Shannon | $573,248 | 50% | $286,624 | 120% | 100% | $343,949 | 120% | | Beth P. Hecht | $462,082 | 40% | $184,833 | 120% | 100% | $221,800 | 120% | | Ken Johnson | $399,455 | 40% | $159,782 | 120% | 100% | $191,738 | 120% |

  29. 2023 Earned Annual Cash Incentives

    *The CEO’s award is 100% based on corporate performance.

  30. Equity Awards

    Equity Awards Equity compensation is a key component of our executive compensation program. Our equity incentive plans are designed to incentivize and retain our executive officers and other employees while aligning their long-term interests with the creation of long-term value for our shareholders. At the beginning of each year, the Compensation Committee determines the size of equity grants based on performance during the prior fiscal year and according to each executive officer’s position. To do so, the committee references peer group data and practices as provided by Aon. The Compensation Committee also considers each executive’s recent performance history, his or her potential for future responsibility, and criticality of his or her work to the long-term success of our company, among other factors. The Compensation Committee has the discretion to give relative weight to each of these factors as it determines an appropriate size of equity grants. In consideration of the strong performance in 2022, the Compensation Committee approved the following equity awards for our NEOs with grant date of January 31, 2023:

  31. Equity Awards

    | Executive | Restricted Stock Units (#) | | Paul R. Edick | 750,000 | | Steven M. Pieper | 750,000 | | John P. Shannon | 750,000 | | Beth P. Hecht | 350,000 | | Ken Johnson | 100,000 |

  32. Equity Awards

    These time-vesting restricted stock units will vest in three equal annual installments, with a final vesting date on the third anniversary of the grant date.

  33. Summary Compensation Table

    Summary Compensation Table The following table sets forth information regarding compensation awarded to, earned by, or paid to each of our named executive officers for services rendered to us during the fiscal year ended December 31, 2023. The following table also presents information regarding the compensation awarded to, and earned by, and paid to each such individual during the fiscal years ended December 31, 2021 and December 31, 2022, to the extent such individual was a named executive officer for such year.

  34. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) (1) | Stock Awards ($) (2) | Option Awards ($) (3) | Non-Equity Incentive Plan Compensation (4) | All Other Compensation ($) (5) | Total ($) | | Paul R. Edick | 2023 | 693,934(6) | 930,000 | — | 499,632 | 13,200 | 2,136,766 | | Chief Executive Officer | 2022 | 691,710(6) | 1,686,000 | — | 416,360 | 11,529 | 2,805,599 | | | 2021 | 664,096(6) | 1,143,000 | 1,352,720 | 598,518 | 5,800 | 3,764,134 | | Steven M. Pieper | 2023 | 435,985 | 930,000 | — | 231,957 | 13,200 | 1,611,142 | | Chief Financial Officer | | | | | | | | | John P. Shannon | 2023 | 571,411 | 930,000 | — | 343,949 | 2,793 | 1,848,153 | | President and Chief Operating Officer | 2022 | 549,433 | 702,500 | — | 275,600 | 2,685 | 1,530,218 | | | 2021 | 527,500 | 762,000 | — | 396,175 | 42,965(7) | 1,728,640 | | Beth P. Hecht | 2023 | 460,601 | 434,000 | — | 221,800 | 13,042 | 1,129,443 | | Chief Legal Officer and Corporate Secretary | 2022 | 442,214 | 632,250 | — | 177,724 | 18,373(8) | 1,270,561 | | | 2021 | 417,183 | 762,000 | — | 239,760 | 6,051 | 1,424,994 | | Ken Johnson | 2023 | 398,174 | 124,000 | — | 191,738 | 7,055 | 720,967 | | Senior Vice President, Global Development and Medical Affairs | | | | | | | |

  35. Summary Compensation Table

    (1) Represents salary earned during 2023, 2022 and 2021, including by Xeris Pharmaceuticals, Inc. prior to the Strongbridge acquisition in 2021. (2) Amounts reflect the grant date fair value of restricted stock unit awards granted in 2023, 2022 or 2021, in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718, or ASC 718. Such grant date fair value does not take into account any estimated forfeitures related to service-vesting conditions. Assumptions used in the calculation of these amounts are set forth in the notes to our audited financial statements included in our Annual Report on Form 10-K. These amounts do not correspond to the actual value that may be recognized by the named executive officers upon vesting of applicable awards. (3) Amounts reflect the grant date fair value of option awards granted or modified in 2021 in accordance with ASC 718. Such grant date fair value does not take into account any estimated forfeitures related to service-vesting conditions. Assumptions used in the calculation of these amounts are set forth in the notes to our audited financial statements included in our Annual Report on Form 10-K. These amounts do not correspond to the actual value that may be recognized by the named executive officers upon vesting of applicable awards. None of our named executive officers received option awards in 2023 or 2022. (4) The amounts reported reflect a cash bonus approved by named executive officers based on achievement of individual and company performance goals in 2023, 2022 or 2021, as applicable. (5) Unless otherwise noted, the amounts reported reflect primarily the Company's matching contributions under its 401(k) plan. (6) Represents salary earned as Chief Executive Officer and compensation earned as a director. (7) This amount includes a payout of a presidents’ trip of $41,690 and the Company’s matching contribution under its 401(k) plan of $1,275. (8) This amount includes a payout of a presidents’ trip of $15,848 and the Company’s matching contribution under its 401(k) plan of $2,525.

  36. Grants of Plan-Based Awards in Fiscal 2023

    Grants of Plan-Based Awards in Fiscal 2023 The following table shows for the fiscal year ended December 31, 2023, certain information regarding grants of plan-based awards to the Named Executive Officers:

  37. Grants of Plan-Based Awards in Fiscal 2023

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards Target ($)(1) | All Other Stock Awards: Number of Shares of Stock or Units (#)(1) | Grant Date Fair Value of Stock and Option Awards ($)(2) | | Paul R. Edick | N/A | $416,360 | — | $— | | | 1/31/2023 | — | 750,000 | 930,000 | | Steven M. Pieper | N/A | 175,725 | — | — | | | 1/31/2023 | — | 750,000 | 930,000 | | John P. Shannon | N/A | 286,624 | — | — | | | 1/31/2023 | — | 750,000 | 930,000 | | Beth P. Hecht | N/A | 184,833 | — | — | | | 1/31/2023 | — | 350,000 | 434,000 | | Ken Johnson | N/A | 159,782 | — | — | | | 1/31/2023 | — | 100,000 | 124,000 |

  38. Grants of Plan-Based Awards in Fiscal 2023

    (1) Represents the potential payouts to the named executive officers under the Incentive Plan assuming target performance is met. The Incentive Plan does not establish a minimum or maximum for these allocations, and therefore, the sub columns “Threshold ($)” and “Maximum ($)” are not applicable and have not been presented. Actual amounts paid to the named executive officers under the Incentive Plan are reflected in the Summary Compensation Table under the column “Non-Equity Incentive Plan Compensation” above. (2) These shares were acquired pursuant to a restricted stock unit award under the Company's 2018 Stock Option and Incentive Plan. Each restricted stock represents a contingent right to receive one share of the Company's common stock. These shares shall vest in equal annual installments over three years.

  39. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The following table sets forth information concerning outstanding equity awards held by our named executive officers as of December 31, 2023.

  40. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | Option Awards | | | | | Stock Awards | | | Name | Vesting Commencement Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have not Vested (#) | Market Value of Shares or Units of Stock that Have not Vested ($) (1) | | Paul R. Edick | 01/31/2023 (2) | — | — | — | — | 750,000 | 1,762,500 | | | 01/03/2022 (2) | — | — | — | — | 400,000 | 940,000 | | | 01/29/2021 (2) | — | — | — | — | 75,000 | 176,250 | | | 01/29/2021 (3) | 291,666 | 108,334 | 5.08 | 01/29/2031 | — | — | | | 01/31/2019 (3) | 200,000 | — | 13.88 | 01/31/2029 | — | — | | | 01/31/2018 (5) | 98,252 | — | 5.93 | 01/31/2028 | — | — | | | 06/12/2017 (5) | 69,822 | — | 1.55 | 06/11/2027 | — | — | | | 01/09/2017 (5) | 668,065 | — | 1.55 | 01/27/2027 | — | — | | Steven M. Pieper | 01/31/2023 (2) | — | — | — | — | 750,000 | 1,762,500 | | | 01/03/2022 (2) | — | — | — | — | 133,333 | 313,333 | | | 07/28/2021 (2) | — | — | — | — | 33,333 | 78,333 | | | 01/29/2021 (2) | — | — | — | — | 10,000 | 23,500 | | | 12/10/2020 (3) | 27,891 | — | 4.09 | 12/10/2030 | — | — | | | 01/31/2020 (3) | 12,239 | 261 | 6.37 | 01/31/2030 | — | — | | | 01/31/2018 (5) | 14,036 | — | 5.93 | 01/31/2028 | — | — | | | 06/12/2017 (5) | 2,640 | — | 1.55 | 06/12/2027 | — | — | | | 02/04/2017 (5) | 16,843 | — | 1.55 | 02/04/2027 | — | — | | John P. Shannon | 01/31/2023 (2) | — | — | — | — | 750,000 | 1,762,500 | | | 01/03/2022 (2) | — | — | — | — | 166,666 | 391,665 | | | 01/29/2021 (2) | — | — | — | — | 50,000 | 117,500 | | | 08/26/2020 (3) | 83,333 | 16,667 | 3.94 | 08/30/2030 | — | — | | | 01/31/2019 (3) | 80,000 | — | 13.88 | 01/31/2029 | — | — | | | 05/15/2018 (5) | 34,977 | — | 12.50 | 05/15/2028 | — | — | | | 01/31/2018 (5) | 28,072 | — | 5.93 | 01/31/2028 | — | — | | | 06/12/2017 (5) | 25,136 | — | 1.55 | 06/12/2027 | — | — | | | 02/04/2017 (5) | 160,335 | — | 1.55 | 02/04/2027 | — | — | | Beth P. Hecht | 01/31/2023 (2) | — | — | — | — | 350,000 | 822,500 | | | 01/03/2022 (2) | — | — | — | — | 150,000 | 352,500 | | | 01/29/2021 (2) | — | — | — | — | 50,000 | 117,500 | | | 08/26/2020 (4) | 150,000 | — | 3.94 | 08/26/2030 | — | — | | | 01/31/2019 (3) | 32,500 | — | 13.88 | 01/31/2029 | — | — | | | 10/05/2018 (3) | 3,826 | — | 19.00 | 10/05/2028 | — | — | | | 05/15/2018 (5) | 65,295 | — | 12.50 | 05/15/2028 | — | — | | | 01/31/2018 (5) | 30,879 | — | 5.93 | 01/31/2028 | — | — | | Ken Johnson | 01/31/2023 (2) | — | — | — | — | 100,000 | 235,000 | | | 01/03/2022 (2) | — | — | — | — | 50,000 | 117,500 | | | 01/29/2021 (2) | — | — | — | — | 21,666 | 50,915 | | | 08/26/2020 (4) | 100,000 | — | 3.94 | 08/26/2030 | — | — | | | 01/31/2019 (3) | 32,500 | — | 13.88 | 01/31/2039 | — | — | | | 10/05/2018 (3) | 21,401 | — | 19.00 | 10/05/2038 | — | — | | | 01/31/2018 (5) | 39,633 | — | 5.93 | 01/31/2038 | — | — | | | 06/12/2017 (5) | 5,280 | — | 1.55 | 06/12/2037 | — | — | | | 02/04/2017 (5) | 33,686 | — | 1.55 | 02/04/2037 | — | — |

  41. Outstanding Equity Awards at 2023 Fiscal Year-End

    (1) The amount represents the number of shares underlying the unvested RSUs multiplied by the value of a share of our common stock on December 29, 2023, the last business day of the fiscal year, which was $2.35 per share. (2) This restricted stock unit award was granted pursuant to the Xeris Pharmaceuticals, Inc.'s 2018 Stock Option and Incentive Plan, or 2018 Plan, and vests in three substantially equal annual installments commencing on each of the first three anniversaries following the vesting comment date, in all cases subject to the grantee’s continuous service to us through each vesting date. (3) The equity award was granted pursuant to our 2018 Plan. The shares subject to each option award vest with respect to 25% of the shares subject to the option on the one-year anniversary of the applicable vesting commencement date and thereafter the remaining shares subject to each option vest in 36 equal monthly installments, in all cases subject to the grantee’s continuous service to us through each vesting date. (4) The equity award was granted pursuant to our 2018 Plan. The shares subject to this option vested with respect to 50% of the shares upon the first anniversary of the vesting commencement date, 25% of the shares upon the 18-month anniversary of the vesting commencement date and the remaining 25% of the shares upon the two-year anniversary of the vesting commencement date. (5) The equity award was granted pursuant to Xeris Pharmaceuticals, Inc.'s 2011 Stock Option/Issuance Plan, or 2011 Plan. The shares subject to each option award vest with respect to 25% of the shares subject to the option on the one-year anniversary of the applicable vesting commencement date and thereafter the remaining shares subject to each option vest in 36 equal installments, in all cases subject to the optionee’s continuous service to us through each vesting date.

  42. Option Exercises and Stock Vested in Fiscal 2023

    Option Exercises and Stock Vested in Fiscal 2023 The following table shows for the fiscal year ended December 31, 2023, certain information regarding option exercises and stock vested during the last fiscal year with respect to the named executive officers:

  43. Option Exercises and Stock Vested in Fiscal 2023

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Paul R. Edick | 367,916 | $433,716 | | Steven M. Pieper | 112,166 | $174,285 | | John P. Shannon | 155,000 | $183,200 | | Beth P. Hecht | 140,000 | $165,600 | | Ken Johnson | 53,333 | $63,566 |

  44. Option Exercises and Stock Vested in Fiscal 2023

    (1) The value realized on vesting of stock award unit awards is based on the closing market price of our common stock on the vesting date of such units.

  45. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The chart set forth below describes the estimated benefits provided under various circumstances that trigger payments or provision of benefits under arrangements between the Company’s named executive officers that are described above under “Employment Arrangements with our Named Executive Officers.”

  46. Potential Payments Upon Termination or Change in Control

    | Name | Triggering Event(a) | Cash Severance | | Pro rata Bonus | | Restricted Stock/Deferred Stock Units | | Healthcare Benefits | | Other Perquisites(b) | | Total | | | Paul R. Edick | Non-CIC Termination | | 1,040,901 | | 624,541 | | — | | 28,558 | | — | | 1,694,000 | | | CIC Termination | | 1,387,868 | | 832,721 | | 2,965,747 | | 28,558 | | 3,102 | | 5,217,996 | | Steven M. Pieper | Non-CIC Termination | | 549,141 | | 219,657 | | — | | 35,717 | | — | | 804,515 | | | CIC Termination | | 658,970 | | 263,588 | | 2,177,784 | | 42,861 | | 3,102 | | 3,146,305 | | John P. Shannon | Non-CIC Termination | | 716,560 | | 358,280 | | — | | 35,717 | | — | | 1,110,557 | | | CIC Termination | | 859,872 | | 429,936 | | 2,285,869 | | 42,861 | | 3,102 | | 3,621,640 | | Beth P. Hecht | Non-CIC Termination | | 577,603 | | 231,041 | | — | | 23,798 | | — | | 832,442 | | | CIC Termination | | 693,123 | | 277,249 | | 1,292,500 | | 28,558 | | 3,102 | | 2,294,532 | | Ken Johnson | Non-CIC Termination | | 499,319 | | 199,728 | | — | | 23,651 | | — | | 722,698 | | | CIC Termination | | 599,183 | | 239,673 | | 403,415 | | 28,381 | | 3,102 | | 1,273,754 |

  47. Potential Payments Upon Termination or Change in Control

    (a) “Non-CIC Termination” means a termination without cause or a resignation for good reason that occurs outside of the 12-month period on or following a change in control. A “CIC Termination” means a termination without cause or a resignation for good reason that occurs on or within 12 months following a change in control. (b) Other perquisites consist of outplacement support.

  48. Pay versus Performance

    Pay versus Performance The following table sets forth the compensation for our Principal Executive Officer (PEO) and the average compensation for our other non-PEO named executive officers, both as reported in our 2023 Summary Compensation Table and with certain adjustments to reflect the “compensation actually paid” to such individuals, as defined under SEC rules, for each of 2023, 2022, and 2021. The table also provides information on our cumulative total shareholder return (“TSR”), the cumulative TSR of our peer group, net income, and revenue.

  49. Pay versus Performance

    | Year | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO | Average Summary Compensation Table Total for Non-PEO Named Executive Officers | Average Compensation Actually Paid to Non-PEO Named Executive Officers | Value of Initial Fixed $100 Investment Based on: | | Net Income (in thousands) | Total Revenue (in thousands) | | | | | | | Total Shareholder Return 10-K Item 5 | Peer Group Total Shareholder Return 10-K Item 5 | | | | | | (1)(2) | (3)(4) | (2)(4) | | | | (5) | | 2023 | $2,136,766 | $3,455,757 | $1,327,426 | $2,034,808 | $47.76 | $100.02 | $(62,255) | $163,914 | | 2022 | $2,805,599 | $1,018,796 | $1,400,390 | $738,045 | $27.03 | $89.90 | $(94,660) | $110,248 | | 2021 | $3,764,134 | $2,287,646 | $1,650,917 | $989,034 | $59.55 | $94.03 | $(122,725) | $49,950 |

  50. Pay versus Performance

    (1) Compensation actually paid does not mean that our PEO was actually paid those amounts in the listed year, but this is a dollar amount derived from the starting point of summary compensation table total compensation under the methodology prescribed under the SEC’s rules, as shown in the adjustment table below.

  51. Pay versus Performance

    | Fiscal Year | 2023 | 2022 | 2021 | | Summary Compensation Table Total for PEO ($) | $2,136,766 | $2,805,599 | $3,764,134 | | Minus Grant Date Fair Value of Equity Awards in Summary Compensation Table ($) | (930,000) | (1,686,000) | (2,495,720) | | Plus Value, as of Fiscal Year End, of Equity Awards Granted During the Fiscal Year That Were Outstanding and Unvested at Fiscal Year End ($) | 1,762,500 | 798,000 | 1,291,664 | | Plus Year-over-Year Change in Fair Value of Outstanding and Unvested Equity Awards That Were Granted in Previous Fiscal Years ($) | 511,614 | (606,213) | (330,608) | | Plus Change in Fair Value, Between the Vesting Date and the End of the Prior Fiscal Year, of Equity Awards Granted in Prior Years that Vested in the Year ($) | (25,123) | (292,590) | 58,176 | | Compensation Actually Paid to PEO ($) | $3,455,757 | $1,018,796 | $2,287,646 | | (2) For purposes of the adjustments to determine “compensation actually paid”, we computed the fair value of stock option awards and restricted stock units in accordance with FASB ASC Topic 718 as of the end of the relevant fiscal year, other than fair values of equity awards that vested in the Covered Year, which are valued as of the applicable vesting. The valuation assumptions used in the calculation of such amounts are set forth in Note 15 of Xeris' financial statements in its Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on March 6, 2024. | | | | | (3) This figure is the average of the summary compensation table total compensation for the non-CEO NEOs in each listed year. The names of the non-PEO NEOs for 2023 are: Steve Pieper, John Shannon, Beth Hecht and Ken Johnson; The names of the non-PEO NEOs for 2022 are: John Shannon and Beth Hecht; The names of the non-PEO NEOs for 2021 are: Barry Deutsch, John Shannon and Beth Hecht. | | | | | (4) This figure is the average of compensation actually paid for the non-PEO NEOs in each Covered Year. Compensation actually paid does not mean that these NEOs were actually paid those amounts in the listed year, but this is a dollar amount derived from the starting point of summary compensation table total compensation under the methodology prescribed under the SEC's rules, as shown in the adjustment table below. | | | | | Fiscal Year | 2023 | 2022 | 2021 | | Average Summary Compensation Table Total for Non-PEO NEOs ($) | $1,327,426 | $1,400,390 | $1,650,917 | | Minus Grant Date Fair Value of Equity Awards in Summary Compensation Table ($) | (604,500) | (667,375) | (702,733) | | Plus Value, as of Fiscal Year End, of Equity Awards Granted During the Fiscal Year That Were Outstanding and Unvested at Fiscal Year End ($) | 1,145,625 | 315,875 | 293,000 | | Plus Year-over-Year Change in Fair Value of Outstanding and Unvested Equity Awards That Were Granted in Previous Fiscal Years ($) | 170,690 | (213,426) | (141,228) | | Plus Fair Value as of Vesting Date of Equity Awards That Were Granted and Vested in the Year ($) | — | — | 90,850 | | Plus Change in Fair Value, Between the Vesting Date and the End of the Prior Fiscal Year, of Equity Awards Granted in Prior Years that Vested in the Year ($) | (4,433) | (97,419) | (201,772) | | Compensation Actually Paid to Non-PEO NEOs ($) | $2,034,808 | $738,045 | $989,034 | | (5) Total revenue is the most important financial performance measures used to link Company performance to compensation of our PEO and Non-PEO NEOs in 2023. This performance measure may not have been the most important financial performance measure for years 2022 and 2021 and we may determine a different financial performance measure to be the most important financial performance measure in future years. | | | |

  52. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table Our compensation program is designed to attract and retain executives whose talents and contributions sustain long-term growth by aligning their interests with the drivers of stockholder returns and supporting their achievement of our business goals. We consider several performance measures designed to incentivize executives to accomplish these objectives, many of which are not presented in the pay versus performance table. The charts and descriptions below explain the relationship between the columns presented in the pay versus performance table. Company TSR vs. Peer TSR vs. Compensation Actually Paid The following graph illustrates the relationship between (i) Company TSR, (ii) Peer Group TSR and (iii) compensation actually paid to our PEO and non-PEO named executive officers for the measurement periods ending on December 31 of each of 2023, 2022 and 2021, respectively. Compensation Actually Paid vs. Net Income The following graph illustrates the relationship between (i) compensation actually paid to our PEO and non-PEOs and (ii) our net income for the fiscal years ended on December 31, 2023, 2022, and 2021: Compensation Actually Paid vs. Total Revenue The following graph illustrates the relationship between (i) compensation actually paid to our PEO and non-PEOs and (ii) total revenue for the fiscal years ended on December 31, 2023, 2022, and 2021:

  53. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  54. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy Under our director compensation program, we pay our non-employee directors a cash retainer for service on the board of directors and for service on each committee on which the director is a member. The chairperson of each committee receives an additional retainer for such service as set forth below. These fees are payable in arrears in four equal quarterly installments on the last day of each quarter, provided that the amount of such payment is prorated for any portion of such quarter that the director is not serving on our board of directors or such committee. The fees paid to non-employee directors for service on the board of directors and for service on each committee of the board of directors on which the director is a member are as follows:

  55. Non-Employee Director Compensation Policy

    | | Member Annual Fee ($) | Chairperson Additional Annual Fee ($) | | Board of Directors | 40,000 | N/A | | Audit Committee | 10,000 | 10,000 | | Compensation Committee | 7,500 | 7,500 | | Nominating and Corporate Governance Committee | 5,000 | 5,000 |

  56. Non-Employee Director Compensation Policy

    We also provide an annual fee of $27,500 for our lead independent director (to the extent such lead independent director is not the chairperson). Effective January 1, 2024, we have amended our director compensation program to increase the annual fee for lead independent director to $30,000 and to increase the annual retainer for board service to $50,000. For fiscal year 2023, our non-employee director compensation policy provided that each new non-employee director elected or appointed to our board of directors would be granted an option to purchase 85,000 restricted stock units of our common stock on the date of such director’s election or appointment to the board of directors, or the Initial Grant. Such options would vest over three years, subject to continued service as a director through such vesting date(s). On the date of each annual meeting of stockholders of our company, each non-employee director, other than a director receiving an Initial Award, would be granted an additional option to purchase 42,500 restricted stock units of our common stock, or the Annual Grant, which vests in full upon the earlier to occur of the first anniversary of the date of grant or the date of the next annual meeting subject to continued service as a director through such vesting date(s). Effective January 1, 2024, the Initial Grant was increased to 100,000 restricted stock units and the Annual Grant was increased to 50,000 restricted stock units. All outstanding equity awards held by non-employee directors will fully vest and become exercisable or nonforfeitable upon a Sale Event (as defined in the Company’s 2018 Stock Option and Incentive Plan) or any other equity incentive plan under which the award is granted. We also reimburse our non-employee directors for reasonable travel and out-of-pocket expenses incurred in connection with attending our board of director and committee meetings. This program is intended to provide a total compensation package that enables us to attract and retain qualified and experienced individuals to serve as directors and to align our directors’ interests with those of our stockholders.

  57. Non-Employee Director Compensation Table - 2023

    Non-Employee Director Compensation Table - 2023 The table below shows all compensation paid to our non-employee directors during 2023.

  58. Non-Employee Director Compensation Table - 2023

    | Name | Fees Earned or Paid in Cash ($) (1) | Stock Awards ($) (2) | Total ($) | | BJ Bormann (3) | 60,000 | 123,250 | 183,250 | | Dawn Halkuff (4) | 52,500 | 123,250 | 175,750 | | Marla Persky (5) | 60,000 | 123,250 | 183,250 | | John Schmid (6) | 95,000 | 123,250 | 218,250 | | Jeffrey Sherman (7) | 52,500 | 123,250 | 175,750 | | Garheng Kong (8) | 50,000 | 123,250 | 173,250 | | John Johnson (9) | 45,000 | 123,250 | 168,250 | | Ricki Fairley (10) | 40,000 | 107,950 | 147,950 |

  59. Non-Employee Director Compensation Table - 2023

    (1) Amounts represent annual fees earned for services on our board of directors rendered by each member of the board of directors. (2) The amounts reported in the Stock Awards column represent the grant date fair value of the restricted stock units awards granted to our non-employee directors as of the grant date as computed in accordance with Accounting Standards Codification Topic 718 issued by the Financial Accounting Standards Board, not including any estimates of forfeitures. The assumptions used in calculating the grant date fair value of the restricted stock units awards reported in the Stock Awards column are set forth in the notes to our audited financial statements included in our Annual Report on Form 10-K. Note that the amounts reported in this column reflect the accounting cost for these restricted stock units awards and do not correspond to the actual economic value that may be received by our non-employee directors from the restricted stock units awards. (3) As of December 31, 2023, Dr. Bormann held unexercised options to purchase 87,106 shares of our common stock and 42,500 unvested restricted stock units. (4) As of December 31, 2023, Ms. Halkuff held unexercised options to purchase 87,106 shares of our common stock and 42,500 unvested restricted stock units. (5) As of December 31, 2023, Ms. Persky held unexercised options to purchase 87,106 shares of our common stock and 42,500 unvested restricted stock units (6) As of December 31, 2023, Mr. Schmid held unexercised options to purchase 92,676 shares of our common stock and 42,500 unvested restricted stock units. (7) As of December 31, 2023, Dr. Sherman held unexercised options to purchase 196,866 shares of our common stock and 42,500 unvested restricted stock units. (8) As of December 31, 2023, Dr. Kong held unexercised options to purchase 159,137 shares of our common stock and 42,500 unvested restricted stock units. (9) As of December 31, 2023, Mr. Johnson held unexercised options to purchase 426,747 shares of our common stock and 42,500 unvested restricted stock units. Mr. Johnson subsequently exercised options to purchased 215,600 shares of our common stock on March 18, 2024. (10) As of December 31, 2023, Ms. Fairley held 85,000 unvested restricted stock units.