DEF 14A of Xeris Biopharma Holdings, Inc., Apr 23, 2025

DEF 14A of Xeris Biopharma Holdings, Inc.

Filed Apr 23, 2025 · FY20240001867096-25-000068

Open on EDGAR

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

    PROPOSAL NO. 1 - ELECTION OF CLASS I DIRECTORS Our board of directors currently consists of nine members. On March 28, 2025, Ms. Ricki Fairley resigned from the board of directors, effective as of March 28, 2025; Mr. John Schmid previously informed the board of directors of his decision to not stand for reelection as a director at the Annual Meeting, and his current term will expire at the Annual Meeting, and; the board of directors appointed Mr. James Brady to our board of directors, effective as of March 28, 2025. Mr. Brady serves as a Class I director and his term will expire at the Annual Meeting, or until his earlier death, resignation, or removal. Subject to his reelection as a director at the Annual Meeting, Mr. Brady was also appointed to serve as Chairperson of the Audit Committee, effective immediately following the Annual Meeting. The board of directors has approved the reduction in the size of the board of directors to eight members effective as of the expiration of Mr. Schmid’s term at the Annual Meeting. There are four directors in Class I directors whose term of office expires at the Annual Meeting, including Mr. Schmid who has decided not to stand for reelection as a director 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 currently divided as follows:

  2. PROPOSAL NO. 1 - ELECTION OF CLASS I DIRECTORS

    | Class I Directors | Class II Directors | Class III Directors | | Terms expiring at the 2025 Annual Meeting | Terms expiring at the 2026 Annual Meeting | Terms expiring at the 2027 Annual Meeting | | • BJ Bormann | • Dawn Halkuff | • John Shannon | | • James Brady | • John Johnson | • Marla Persky | | • Garheng Kong | • Jeffrey Sherman | | | • John Schmid(1) | | |

  3. PROPOSAL NO. 1 - ELECTION OF CLASS I DIRECTORS

    (1) Mr. Schmid will not be standing for reelection at the 2025 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 BJ Bormann, James Brady, and Garheng Kong for election as the Class I directors at the Annual Meeting. The nominees are presently directors. Mr. Brady, who joined the board of directors in 2025, was recommended by a non-management director. He was nominated by the Nominating and Corporate Governance Committee after an extensive and careful search was conducted by the Chairperson 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 I directors would serve for a three-year term ending at the annual meeting of stockholders to be held in 2028 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. 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.

  4. Nominees for Election as Class I Directors

    Nominees for Election as Class I Directors The following table identifies our Class I directors and sets forth their principal occupation and business experience during the last five years and their ages as of April 14, 2025.

  5. Nominees for Election as Class I Directors

    | Name | Positions and Offices Held with Xeris | Director Since | Age | | BJ Bormann | Director | 2021 | 66 | | James Brady | Director | 2025 | 62 | | Garheng Kong | Director | 2021 | 49 |

  6. Nominees for Election as Class I Directors

    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. James Brady. Mr. Brady has served on our board of directors since March 2025. From 1988 to 2018, Mr. Brady served in multiple leadership roles of increasing responsibility for AstraZeneca prior to his retirement in 2018. His more than thirty years of progressive experience at AstraZeneca included successful national, regional and global finance roles in corporate operations, manufacturing, commercial, marketing, market access, audit, international business, and biologics discovery and development. He most recently served as Chief Financial Officer of MedImmune, the biologics discovery and development division of AstraZeneca, from 2013 to 2018. During his tenure at MedImmune, biologics grew to represent more than half of the product development portfolio of AstraZeneca and five biologics were successfully brought to market. Since March 2022, Mr. Brady has served as a member of the board of directors and as a member of the audit committee of the board of directors of Verona Pharma plc. From October 2021 to February 2025, Mr. Brady served as a director of Panavance Therapeutics, Inc. Mr. Brady is a Certified Public Accountant and previously worked at Arthur Andersen & Company. He holds a B.S. in Accounting from Saint Joseph’s University and an MBA from Drexel University. We believe Mr. Brady is qualified to serve on our board of directors because of his 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, 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 Venus Concept, Inc., a global medical aesthetic technology company, from June 2017 until December 2024, 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. 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, 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 I directors nominated by our board of directors. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS VOTING “FOR” THE ELECTION OF EACH OF BJ BORMANN, JAMES BRADY, AND GARHENG KONG AS THE CLASS I DIRECTORS, TO SERVE FOR A THREE-YEAR TERM ENDING AT THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD IN 2028.

  7. 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 14, 2025.

  8. Directors Continuing in Office

    | Name | Positions and Offices Held with Xeris | Director Since | Class and Year in Which Term Will Expire | Age | | Dawn Halkuff | Director | 2021 | Class II - 2026 | 54 | | John Johnson | Director | 2021 | Class II - 2026 | 67 | | Jeffrey Sherman | Director | 2021 | Class II - 2026 | 70 | | John Shannon | Chief Executive Officer and Director | 2024 | Class III - 2027 | 63 | | Marla Persky | Director and Chairperson | 2021 | Class III - 2027 | 69 |

  9. 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. Since December 2024, Ms. Halkuff has served as the Founder of Halkuff Enterprises, an independent consulting company, and as Chief Executive Officer of LiviWell, Inc., a women’s health company. 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. Mr. Johnson has served as the Executive Chairman of Applied Therapeutics, Inc. since December 2024. Mr. Johnson has served as a director of Reaction Biology Corp., a biotechnology company, since March 2022, and previously served as its Chief Executive Officer from March 2022 until to December 2024. Mr. Johnson 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. He has served on the board of directors of 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. Additionally, Dr. Sherman served previously on the Board of Directors of the Biotechnology Innovation Organization (BIO). 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 BristolMyers 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.

  10. Class III Directors (Term Expires at 2027 Annual Meeting)

    Class III Directors (Term Expires at 2027 Annual Meeting) John Shannon. John Shannon has served on our board of directors and Chief Executive Officer since August 2024. Previously he served as President and Chief Operating Officer from October 2021 to August 2024. Mr. Shannon joined Xeris Pharmaceuticals, Inc. in February 2017 as Chief Operating Officer and in August 2020, Mr. Shannon was appointed President of Xeris Pharmaceuticals, Inc. as well. Previously, from 2015 until its acquisition in 2016, Mr. Shannon served as chief executive officer and director for Catheter Connections, Inc. Prior to that, from 2012 until its acquisition in 2014, Mr. Shannon served as chief commercial officer for Durata Therapeutics, a biopharmaceutical company. From 2002 to 2012, he served as vice president and general manager of Baxter BioScience, a biopharmaceutical company. Mr. Shannon received a B.S. degree in biology with an emphasis in microbiology from Western Illinois University. We believe Mr. Shannon is qualified to serve on our board of directors because of his management and industry experience. Marla S. Persky. Ms. Persky has served as chairperson of the board of directors since August 2024, and 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. From October 2021 to February 2025, Ms. Persky served as a director of Panavance Therapeutics, Inc. Ms. Persky has served on the board of directors of Revolo Biotherapeutics Limited since July 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. 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.

  11. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  12. 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. On August 1, 2024, the board of directors approved increases to certain of our non-employee director cash retainers intended to bring the various retainers in line with approximate market median practice. Our annual non-employee director cash compensation arrangement for 2024 was as follows:

  13. Non-Employee Director Compensation Policy

    | Non-Employee Director Service | Cash Retainer ($) 1/1/2024 - 7/31/2024 | Cash Retainer ($) 8/1/2024 - 12/31/2024 | | Board member | $50,000 | $50,000 | | Supplemental Retainers | | | | Chairperson: | | | | Board | 30,000 | 40,000 | | Audit Committee | 20,000 | 20,000 | | Compensation Committee | 15,000 | 15,000 | | Nominating and Corporate Governance Committee | 10,000 | 10,000 | | Member: | | | | Audit Committee | 10,000 | 10,000 | | Compensation Committee | 7,500 | 7,500 | | Nominating and Corporate Governance Committee | 5,000 | 5,000 |

  14. Non-Employee Director Compensation Policy

    Effective January 1, 2025, our board of directors amended our non-employee director compensation program to increase the annual fee for Compensation Committee chair and member to $18,000 and $9,000, respectively. Our non-employee director compensation policy provided that each new non-employee director elected or appointed to our board of directors would be granted 100,000 restricted stock units upon on the date of such director’s election or appointment to the board of directors, or the Initial Grant. Such restricted stock units would vest annually 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 50,000 restricted stock units, 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). All outstanding equity awards held by non-employee directors will fully vest and become exercisable or non-forfeitable 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.

  15. Non-Employee Director Compensation Table - 2024

    Non-Employee Director Compensation Table - 2024 The table below shows all compensation paid to our non-employee directors during 2024.

  16. Non-Employee Director Compensation Table - 2024

    | Name | Fees Earned or Paid in Cash ($) (1) | Stock Awards ($) (2) (3) | Total ($) | | BJ Bormann (2) | 70,000 | 121,500 | 191,500 | | Dawn Halkuff (2) | 64,583 | 121,500 | 186,083 | | Marla Persky (2) | 87,083 | 121,500 | 208,583 | | John Schmid (2) (3) | 92,500 | 121,500 | 214,000 | | Jeffrey Sherman (2) | 62,500 | 121,500 | 184,000 | | Garheng Kong (2) | 60,000 | 121,500 | 181,500 | | John Johnson (2) | 55,000 | 121,500 | 176,500 | | Ricki Fairley (2) (4) | 50,000 | 121,500 | 171,500 |

  17. Non-Employee Director Compensation Table - 2024

    (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 for the year ended December 31, 2024 filed with the SEC on March 6, 2025. 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. As of December 31, 2024, the aggregate number of stock options and restricted stock units held by each non-employee director is as follows:

  18. Non-Employee Director Compensation Table - 2024

    | Non-Employee Director | Stock Options | Restricted Stock Units | | Dr. Bormann | 87,106 | 50,000 | | Ms. Halkuff | 87,106 | 50,000 | | Ms. Persky | 87,106 | 50,000 | | Mr. Schmid | 92,676 | 50,000 | | Dr. Sherman | 196,866 | 50,000 | | Dr. Kong | 165,687 | 50,000 | | Mr. Johnson | 217,697 | 50,000 | | Ms. Fairley | — | 106,666 |

  19. Non-Employee Director Compensation Table - 2024

    (3) Mr. Schmid is not standing for reelection at the Annual Meeting. (4) Ms. Fairley resigned from our board effective March 28, 2025.

  20. Executive Transitions

    Executive Transitions Effective August 1, 2024, Mr. Edick transitioned from his position as Chief Executive Officer and Chairperson of the board of directors and became a Senior Advisor to the Company. In connection with his transition, the Company and Mr. Edick entered into a transition agreement pursuant to which Mr. Edick will continue to provide senior advisory services to the Company through February 1, 2026 and receives certain payments and benefits, as described in more detail below under “Overview of Employment and Change in Control Agreements – Employment Agreements; Transition Agreement.” Effective upon Mr. Edick’s transition, our board of directors appointed Mr. Shannon, our former President and Chief Operating Officer, to succeed Mr. Edick as Chief Executive Officer and a member of the board of directors. In connection with his appointment, we entered into a second amended and restated employment agreement with Mr. Shannon pursuant to which his annual base salary was increased to $680,000 and his annual target performance was increased to 65% of his base salary. In addition, in connection with his promotion, Mr. Shannon received equity grants in the form of 300,000 stock appreciation rights and 250,000 restricted stock units, as discussed below under "Elements of Compensation — Equity Awards — 2024 Promotion Equity Grants." When determining the terms and conditions of Mr. Shannon’s appointment, including the amount of base salary and target bonus, the Compensation Committee reviewed and was informed by comparative market data (as defined below) provided by Aon Consulting, Inc. Effective August 1, 2024, Mr. McCulloch was promoted from the position of Chief Commercial Officer to President and Chief Operating Officer. In connection with his promotion, Mr. McCulloch received a base salary increase, as discussed below under “Elements of Compensation – Base Salary” and is eligible to receive an annual performance bonus with a target of 50% of his base salary and with the actual amount determined by the CEO and Compensation Committee based upon the achievement of certain specified goals. Mr. McCulloch also received equity grants in the form of 200,000 stock appreciation rights and 150,000 restricted stock units, as discussed below under “Elements of Compensation–Equity Awards.” Effective April 1, 2025, Dr. Johnson retired as Senior Vice President, Global Development and Medical Affairs. In connection with his retirement, the Company and Dr. Johnson entered into a consulting agreement pursuant to which Dr. Johnson provides consulting services to the Company following his retirement and receives certain payments and benefits.

  21. 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.

  22. 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 2024, 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; •summarizing market and regulatory landscape to inform proper pay governance practices; and •generally advising the Compensation Committee on other relevant matters. 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. 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.

  23. 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 2024. 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.

  24. 2024 Peer Group

    2024 Peer Group In September 2023, 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 2024 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 2024. More specifically, the peer group was developed from commercial biopharma companies with market capitalizations of up to $1.5 billion, revenue between $100.0 and $600.0 million, and employee headcount up to 1,000 employees. Based on the aforementioned factors, in consultation with Aon, the Compensation Committee determined that the 2024 peer group would consist of the following 16 companies:

  25. 2024 Peer Group

    | ADMA Biologics | Deciphera Pharmaceutical | Rhythm Pharmaceuticals | | ANI Pharmaceuticals | Harrow Health | Travere Therapeutics | | Aquestive Therapeutics | Karyopharm Therapeutics | UroGen Pharma | | Assertio | MacroGenics | Y-mAbs Therapeutics | | Coherus BioSciences | Mirum Pharmaceuticals | | | Collegium Pharmaceuticals | Ocular Pharmaceuticals | |

  26. 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 stockholder 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 stockholder value.

  27. Components of Pay

    | Base Salary | Base salaries provide the only fixed pay element of our program and are set to be competitive with our peers, while reflecting an executive officer’s responsibilities, demonstrated performance, and expected future contributions. | | 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. |

  28. Components of Pay

    | Long-Term Equity Awards | Long-term equity awards provide a retention vehicle for our executives while incentivizing executives to deliver long-term stockholder value. For 2024, our NEOs were granted time-vesting restricted stock units (“RSUs”) based on performance in 2023. We also awarded Stock Appreciation Rights ("SARs") to our former CEO and to each of our CEO and President and COO in connection with their promotions. | | 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. |

  29. 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” (82% for the CEO, and 76% 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 2024, our NEOs had the following target pay mix1: 1 Pay components in 2024 comprised of base salary, annual incentive cash (at target), RSUs (based on share price on the January 31, 2024 grant date of $2.46 and the August 1, 2024 grant date of $2.43, and SARs (based on the share price on the August 1, 2024 grant date).

  30. Governance Practices

    | What We Do | | What We Don't Do | | | ✔ | Structure compensation practices to align with a peer group that reflects a similar business model to ours | × | Incentivize excessive risk-taking that would have a material adverse effect on our business or operations | | ✔ | Align executive compensation with stockholder interests | × | No hedging of our stock | | ✔ | Pay-for-performance philosophy and culture | × | No pledging of our stock | | ✔ | Majority of pay is directly linked to company stock price performance | × | No guaranteed bonuses | | ✔ | Comprehensive clawback policy | × | No backdating of stock option awards and no repricing of stock option or stock appreciation rights awards without stockholder approval | | ✔ | "Double-trigger" change-in-control provisions | × | No supplemental executive retirement plans | | ✔ | Perform an annual risk assessment of our compensation program | × | No executive-only perquisites | | ✔ | Engage an independent compensation consultant | × | No excise tax gross ups | | ✔ | Executives pay more for health insurance | | |

  31. 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 and retain 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 2024. For our NEOs employed as of the last day in 2024, base salaries as of December 31, 2024 were as follows:

  32. Annual Performance-Based Cash Incentives

    Annual Performance-Based Cash Incentives We have awarded 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.

  33. 2024 Incentive Opportunities

    2024 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 actual base earnings 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 2024, our NEOs had the following annual cash incentive target:

  34. 2024 Incentive Opportunities

    | Executive (1) | Target Annual Incentive (as % of base salary) | | John Shannon (2) | 65% | | Steven M. Pieper | 45% | | Kevin McCulloch (3) | 50% | | Beth P. Hecht | 45% | | Ken Johnson | 40% | | (1) Mr. Edick is not included in this table because his employment ended effective August 1, 2024. His annual cash incentive target at the time of his transition to a consultant was 65%. | | | (2) Mr. Shannon's target annual incentive was increased in connection with his promotion from President and Chief Operating Officer to Chief Executive Officer effective August 1, 2024, and he received a 15% increase to his target annual incentive. Prior to his promotion, his target annual incentive was 50% of his base salary. | | | (3) Mr. McCulloch's target annual incentive was increased in connection with his promotion from Chief Commercial Officer to President and Chief Operating Officer effective August 1, 2024, and he received a 5% increase to his target annual incentive. Prior to his promotion, his target annual incentive was 45% of his base salary. | |

  35. 2024 Performance Criteria

    2024 Performance Criteria Annual incentives are based on two sets of objectives: corporate and individual performance. In determining the split of the target award as between corporate and individual performance, the Compensation Committee believes that the more senior position and operational responsibilities of the executive, the greater the percentage of his or her award that should be weighted to our corporate rather than individual achievement. For example, our CEO’s award is based entirely on corporate achievement and not on individual achievement. 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 stockholder value. For 2024, 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.

  36. 2024 Corporate Objectives

    2024 Corporate Objectives In previous years, the bonus pool was calculated by multiplying each employee’s year-end base salary by their target bonus level at the end of the year, adjusted for the number of months worked in the year, and accrued at the 100% payout level. Individual bonus payouts were based on performance during the year and similarly prorated by months of service. Beginning with the 2024 performance year and to align with industry standards, the bonus pool is calculated by multiplying each employee's actual regular earnings in 2024 by their target bonus level at the end of the year. This formula accounts for new hire proration as well as mid-year promotions. Additionally, for the NEOs who were promoted in 2024, the bonus pool calculation factored in mid-year bonus target changes and prorated the target bonus payout based on the promotion date. In 2024, we successfully achieved and exceeded 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 2024. Below are the details of our achievements relating to these three pillars and our corporate objectives:

  37. 2024 Earned Annual Cash Incentives

    2024 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 with respect to performance in 2024, as follows:

  38. 2024 Earned Annual Cash Incentives

    | | Target As Percentage of Base Salary | | | | | | Executive (1) | | Cash Award Target | Corporate Performance Percentage | Individual Achievement Percentage (2) | 2024 Earned Award | | John Shannon | 65% | $185,286 | 110% | 110%(3) | $224,197 | | | 50% | $173,130 | 110% | 110% | $209,278(4) | | Steven M. Pieper | 45% | $215,813 | 110% | 110% | $261,134 | | Kevin McCulloch | 50% | $108,992 | 110% | 110% | $131,880 | | | 45% | $123,462 | 110% | 110% | $149,320(5) | | Beth P. Hecht | 45% | $221,280 | 110% | 110% | $267,748 | | Ken Johnson | 40% | $165,641 | 110% | 100% | $182,205 |

  39. 2024 Earned Annual Cash Incentives

    (1) Mr. Edick is not included in this table because his employment ended effective August 1, 2024. For a discussion of Mr. Edick's 2024 bonus, please see the section below titled “Overview of Employment and Change in Control Agreements – Employment Agreements; Transition Agreement.”. (2) The 2024 bonus payouts for Messrs. Shannon and McCulloch were determined on a prorated basis to account for the increases to such NEO's base salaries during the year. (3) The Chief Executive Officer's award is 100% based on corporate performance. In recognition of Mr. Shannon's leadership in positioning the Company for a smooth transition to a new CEO during 2024, the Compensation Committee awarded Mr. Shannon an additional 10% of target thereby resulting in Mr. Shannon's 2024 bonus payout at 120%. (4) This amount represents the portion of Mr. Shannon's 2024 Annual Incentive earned in his former role of President and Chief Operating Officer. (5) This amount represents the portion of Mr. McCulloch's 2024 Annual Incentive earned in his former role of Chief Commercial Officer.

  40. 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.

  41. Annual Equity Awards

    Annual Equity Awards In consideration of the strong performance in 2023, the Compensation Committee approved equity awards for our NEOs with grant date of January 31, 2024. Messrs. Shannon and McCulloch also received additional equity awards in connection with their promotions in 2024, in each case, as described in more detail below under “2024 Promotion Equity Grants.” The following table sets forth the number of shares underlying the time-vesting RSUs and SARs granted to each NEO:

  42. Annual Equity Awards

    | Executive | Restricted Stock Units (#) | Stock Appreciation Rights (#) | | John Shannon | 750,000 | — | | Paul Edick (1) | 1,500,000 | 500,000 | | Steven M. Pieper | 450,000 | — | | Kevin McCulloch | 500,000 | — | | Beth P. Hecht | 750,000 | — | | Ken Johnson | 175,000 | — |

  43. Annual Equity Awards

    (1) Pursuant to the Transition Agreement, Mr. Edick agreed to forfeit the 500,000 SARs granted to him on January 1, 2024. Additionally, any unvested RSUs will be forfeited upon the termination of his services with the Company. Additionally, during the year the following NEOs received the following one-time equity grants issued on August 1, 2024 in connection with their respective promotions.

  44. Annual Equity Awards

    | Executive | Restricted Stock Units (#) | Stock Appreciation Rights (#) | | John Shannon | 250,000 | 300,000 | | Kevin McCulloch | 150,000 | 200,000 |

  45. Annual Equity Awards

    The time-vesting RSUs will vest in three equal annual installments, with a final vesting date on the third anniversary of the grant date. The SARs will vest in full on the second anniversary of the grant date and settle in cash.

  46. 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, 2024, 2023, and 2022, as applicable.

  47. 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 ($) (5) | Total ($) | | John Shannon | 2024 | 629,193 | 2,452,500 | 309,037 | 433,475 | 2,904 | 3,827,109 | | Chief Executive Officer | 2023 | 571,411 | 930,000 | — | 343,949 | 2,793 | 1,848,153 | | | 2022 | 549,433 | 702,500 | — | 275,600 | 2,685 | 1,530,218 | | Paul Edick | 2024 | 421,449 | 3,690,000(6) | 538,969(7) | 301,123 | 1,875,067(8) | 6,826,608 | | Former Chief Executive Officer | 2023 | 693,934 | 930,000 | — | 499,632 | 13,200 | 2,136,766 | | | 2022 | 691,710 | 1,686,000 | — | 416,360 | 11,529 | 2,805,599 | | Steven M. Pieper | 2024 | 479,583 | 1,107,000 | — | 261,133 | 6,301 | 1,854,017 | | Chief Financial Officer | 2023 | 435,985 | 930,000 | — | 231,957 | 13,200 | 1,611,142 | | Kevin McCulloch | 2024 | 490,349 | 1,594,500 | 206,024 | 281,201 | 5,498 | 2,577,572 | | President and Chief Operating Officer | | | | | | | | | Beth P. Hecht | 2024 | 491,732 | 1,845,000 | — | 267,748 | 8,345 | 2,612,825 | | Chief Legal Officer and Corporate Secretary | 2023 | 460,601 | 434,000 | — | 221,800 | 13,042 | 1,129,443 | | | 2022 | 442,214 | 632,250 | — | 177,724 | 18,373 | 1,270,561 | | Ken Johnson | 2024 | 414,102 | 430,500 | — | 182,205 | 31,622(9) | 1,058,429 | | Senior Vice President, Global Development and Medical Affairs | 2023 | 398,174 | 124,000 | — | 191,738 | 7,055 | 720,967 |

  48. Summary Compensation Table

    (1) Represents salary earned during 2024, 2023 or 2022, including by Xeris Pharmaceuticals, Inc. (2) Amounts reflect the grant date fair value of RSU awards granted in 2024, 2023 or 2022, 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 SARs granted in 2024 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 2024, 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 2024, 2023 or 2022, as applicable. (5) Unless otherwise noted, the amounts reported reflect primarily the Company's matching contributions under its 401(k) plan. (6) On January 31, 2024, Mr. Edick received 1.5 million time-vesting RSUs that vest annually in three equal installments. Per the Transition Agreement, Mr. Edick will provide Senior Advisor services to the Company through February 1, 2026, therefore Mr. Edick will forfeit 500,000 RSUs. In accordance with SEC rules, the full grant date fair value of the 1.5 million RSUs is reported in the Stock Awards column, notwithstanding forfeiture. (7) On January 31, 2024, Mr. Edick received 500,000 SARs that vest in full on the two-year anniversary of the grant date. Under the Transition Agreement, Mr. Edick forfeited the 500,000 SARs. In accordance with SEC rules, the full grant date fair value of the 500,000 SARs is reported in the Option Awards column. (8) This amount includes a payout for severance of $1,786,186, unused vacation of $75,056 and the Company’s matching contribution under its 401(k) plan of $13,800. (9) This amount includes a payout of a presidents’ trip of $17,798 and the Company’s matching contribution under its 401(k) plan of $13,800.

  49. Grants of Plan-Based Awards in Fiscal 2024

    Grants of Plan-Based Awards in Fiscal 2024 The following table shows for the fiscal year ended December 31, 2024, certain information regarding grants of plan-based awards to the named executive officers:

  50. Grants of Plan-Based Awards in Fiscal 2024

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards Target ($)(1) | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | All Other Option Awards: Number of Securities Underlying Options (#)(3) | Exercise or Base Price of Option Award ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | John Shannon | N/A | $358,416 | — | — | — | — | | | 1/31/2024 | — | 750,000 | — | — | 1,845,000 | | | 8/1/2024 | — | 250,000 | — | — | 607,500 | | | 8/1/2024 | — | — | 300,000 | 2.43 | 309,037 | | Paul Edick | N/A | 469,099 | — | — | — | — | | | 1/31/2024 | — | 1,500,000(5) | — | — | 3,690,000 | | | 1/31/2024 | — | — | 500,000(5) | 2.46 | 538,969 | | Steven M. Pieper | N/A | 215,813 | — | — | — | — | | | 1/31/2024 | — | 450,000 | — | — | 1,107,000 | | Kevin McCulloch | N/A | 232,454 | — | — | — | — | | | 1/31/2024 | — | 500,000 | — | — | 1,230,000 | | | 8/1/2024 | — | 150,000 | — | — | 364,500 | | | 8/1/2024 | — | — | 200,000 | 2.43 | 206,024 | | Beth P. Hecht | N/A | 221,280 | — | — | — | — | | | 1/31/2024 | — | 750,000 | — | — | 1,845,000 | | Ken Johnson | N/A | 165,641 | — | — | — | — | | | 1/31/2024 | — | 175,000 | — | — | 430,500 |

  51. Grants of Plan-Based Awards in Fiscal 2024

    (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) Represents time-vesting RSUs granted under the Company's 2018 Stock Option and Incentive Plan. Each RSU 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. (3) Represents time-vesting SARs granted under the Company's 2018 Stock Option and Incentive Plan. The SARs will vest in full on the second anniversary of the grant date and settle in cash. (4) Amounts reflect the grant date fair value of RSU ad SAR awards 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. (5) On January 31, 2024, Mr. Edick received 1.5 million time-vesting RSUs that vest annually in three equal installments and 500,000 SARs that vest in full on the second anniversary of the grant date. Pursuant to the Transition Agreement with the Company, Mr. Edick provides Senior Advisor services to the Company through February 1, 2026, and any unvested RSUs will be forfeited upon the termination of his services with the Company. Under the Transition Agreement, Mr. Edick forfeited the 500,000 SARs. However, in accordance with the SEC rules, the full grant date fair value of both the RSUs and SARs are included in the above table.

  52. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 Fiscal Year-End The following table sets forth certain information concerning outstanding equity awards held by our named executive officers as of December 31, 2024.

  53. Outstanding Equity Awards at 2024 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) | | John Shannon | 08/01/2024 (2) | — | — | — | — | 250,000 | 847,500 | | | 08/01/2024 (3) | — | 300,000 | 2.43 | 9/1/2026 | — | — | | | 01/31/2024 (2) | — | — | — | — | 750,000 | 2,542,500 | | | 01/31/2023 (2) | — | — | — | — | 500,000 | 1,695,000 | | | 01/03/2022 (2) | — | — | — | — | 83,333 | 282,499 | | | 08/26/2020 (4) | 83,333 | — | 3.94 | 08/30/2030 | — | — | | | 01/31/2019 (4) | 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 | — | — | | Paul Edick | 01/31/2024 (2) | — | — | — | — | 1,500,000 | 5,085,000 | | | 01/31/2024 (6) | — | 500,000 | 2.46 | 3/3/2026 | — | — | | | 01/31/2023 (2) | — | — | — | — | 500,000 | 1,695,000 | | | 01/03/2022 (2) | — | — | — | — | 200,000 | 678,000 | | | 01/29/2021 (4) | 391,666 | 8,334 | 5.08 | 01/29/2031 | — | — | | | 01/31/2019 (4) | 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 | 01/31/2024 (2) | — | — | — | — | 450,000 | 1,525,500 | | | 01/31/2023 (2) | — | — | — | — | 500,000 | 1,695,000 | | | 01/03/2022 (2) | — | — | — | — | 66,666 | 225,998 | | | 12/10/2020 (4) | 27,891 | — | 4.09 | 12/10/2030 | — | — | | | 01/31/2020 (4) | 12,500 | — | 6.37 | 01/31/2030 | — | — | | | 01/31/2018 (4) | 14,036 | — | 5.93 | 01/31/2028 | — | — | | Kevin. McCulloch | 08/01/2024 (2) | — | — | — | — | 150,000 | 508,500 | | | 08/01/2024 (3) | — | 200,000 | 2.43 | 9/1/2026 | — | — | | | 01/31/2024 (2) | — | — | — | — | 500,000 | 1,695,000 | | | 10/02/2023 (2) | — | — | — | — | 5,000 | 16,950 | | | 01/31/2023 (2) | — | — | — | — | 200,000 | 678,000 | | | 01/03/2022 (2) | — | — | — | — | 75,000 | 254,250 | | | 12/10/2020 (7) | 92,667 | — | 4.09 | 12/10/2027 | — | — | | | 08/26/2020 (8) | 80,000 | — | 3.94 | 08/26/2030 | — | — | | Beth P. Hecht | 01/31/2024 (2) | — | — | — | — | 750,000 | 2,542,500 | | | 01/31/2023 (2) | — | — | — | — | 233,333 | 790,999 | | | 01/03/2022 (2) | — | — | — | — | 75,000 | 254,250 | | | 08/26/2020 (8) | 150,000 | — | 3.94 | 08/26/2030 | — | — | | | 01/31/2019 (4) | 32,500 | — | 13.88 | 01/31/2029 | — | — | | | 10/05/2018 (4) | 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 | — | — |

  54. Outstanding Equity Awards at 2024 Fiscal Year-End

    | Ken Johnson | 01/31/2024 (2) | — | — | — | — | 175,000 | 593,250 | | | 01/31/2023 (2) | — | — | — | — | 66,666 | 225,998 | | | 01/03/2022 (2) | — | — | — | — | 25,000 | 84,750 | | | 08/26/2020 (8) | 100,000 | — | 3.94 | 08/26/2030 | — | — | | | 01/31/2019 (4) | 32,500 | — | 13.88 | 01/31/2039 | — | — | | | 10/05/2018 (4) | 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 | — | — |

  55. Outstanding Equity Awards at 2024 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 31, 2024, the last business day of the fiscal year, which was $3.39 per share. (2) This RSU 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) These SARs were granted pursuant to the 2018 Plan. The SARs will vest in full on the second anniversary of the grant date and settle in cash. (4) 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. (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. (6) These SARs were granted pursuant to the 2018 Plan. The SARs will vest in full on the second anniversary of the grant date and settle in cash. Under the Transition Agreement, Mr. Edick forfeited the 500,000 SARs. (7) 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 and the remaining 50% of the shares upon the two-year anniversary of the vesting commencement date. (8) 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.

  56. Option Exercises and Stock Vested in Fiscal 2024

    Option Exercises and Stock Vested in Fiscal 2024 The following table shows for the fiscal year ended December 31, 2024, certain information regarding option exercises and stock vested during the last fiscal year with respect to the named executive officers:

  57. Option Exercises and Stock Vested in Fiscal 2024

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | John Shannon | — | — | 383,333 | 949,666 | | Paul Edick | — | — | 525,000 | 1,277,500 | | Steven M. Pieper | 19,483 | 30,004 | 360,000 | 892,933 | | Kevin McCulloch | — | — | 205,000 | 499,800 | | Beth Hecht | — | — | 241,667 | 595,001 | | Ken Johnson | — | — | 80,000 | 197,633 |

  58. Option Exercises and Stock Vested in Fiscal 2024

    (1) The value realized on exercise of stock option awards is based on the difference between the closing market price of our common stock on the exercise date and the exercise price multiplied by the number of shares acquired upon exercise. (2) Amounts in this column represent RSUs that vested in 2024. 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.

  59. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The employment agreements with each of Messrs. Pieper and McCulloch, Dr. Johnson, and Ms. Hecht provides that, in the event that executive’s employment is terminated by us without “cause” or executive resigns for “good reason,” subject to the execution and effectiveness of a separation agreement containing, among other provisions, a general release of claims, confidentiality, return of property, non-disparagement and reaffirmation of certain restrictive covenants such as non-solicitation and non-compete covenants, executive will be entitled to receive (i) an amount equal to (x) 1.25 times the sum of executive’s base salary plus executive’s annual target bonus if such termination is not within 12 months of a “change in control” or (y) 1.5 times the sum of executive’s base salary plus executive’s annual target bonus if such termination is within 12 months after a “change in control,” (ii) a prorated annual target bonus, and (iii) reimbursement of COBRA premiums for health benefit coverage for executive in an amount equal to the monthly employer contribution that we would have made to provide health insurance to executive had executive remained employed with us for up to 15 months (or 18 months if termination is within 12 months after a “change in control”). The payments in clauses (i) and (iii) shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over 15 months (or, in the case of clause (i), if within 12 months after a “change in control”, in one lump sum) paid or begin to be paid within 60 days after the date of termination and the payment in clause (ii) shall be paid on the date the Company pays annual incentive compensation to its executives but in any event no later than March 15 of the year following the year in which the termination occurs. The employment agreement with Mr. Shannon provides that, in the event that executive’s employment is terminated by us without “cause” or executive resigns for “good reason,” subject to the execution and effectiveness of a separation agreement containing, among other provisions, a general release of claims, confidentiality, return of property, non-disparagement and reaffirmation of certain restrictive covenants such as non-solicitation and non-compete covenants, executive will be entitled to receive (i) an amount equal to (x) 1.5 times the sum of executive’s base salary plus executive’s annual target bonus if such termination is not within 12 months of a “change in control” or (y) 2 times the sum of executive’s base salary plus executive’s annual target bonus if such termination is within 12 months after a “change in control,” (ii) a prorated annual target bonus, and (iii) reimbursement of COBRA premiums for health benefit coverage for executive in an amount equal to the monthly employer contribution that we would have made to provide health insurance to executive had executive remained employed with us for up to 18 months (or 18 months if termination is within 12 months after a “change in control”). The payments in clauses (i) and (iii) shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over 15 months (or, in the case of clause (i), if within 12 months after a “change in control”, in one lump sum) paid or begin to be paid within 60 days after the date of termination and the payment in clause (ii) shall be paid on the date the Company pays annual incentive compensation to its executives but in any event no later than March 15 of the year following the year in which the termination occurs. In addition, if within 12 months following a “change in control,” executive is terminated by us without “cause” or executive resigns for “good reason,” executive will be entitled to up to three months of outplacement services and all time-based stock options and other time-based stock-based awards held by executive will accelerate and vest immediately and the post-termination exercise period with respect to any vested stock options shall be extended to the earlier of the expiration date of such options or 24 months following the termination date. In the event executive’s employment is terminated for any reason, executive will be entitled to any base salary earned through the date of termination, unpaid expense reimbursements, unused vacation that accrued through the date of termination and any vested benefits executive may have under any employee benefit plan of the Company through the date of termination. The following table summarizes the estimated payments and benefits that would be payable to our NEOs as of December 31, 2024, in the event of the various circumstances that would trigger payments or provision of benefits under arrangements between the Company’s NEOs that are described above.

  60. Potential Payments Upon Termination or Change in Control

    | Name(1) | Triggering Event(2) | Cash Severance | | Pro rata Bonus | | Restricted Stock/Deferred Stock Units | | SARs | | Healthcare Benefits | | Other Perquisites(3) | | Total | | | John Shannon | Non-CIC Termination | | 1,020,000 | | 612,000 | | — | | — | | 50,110 | | — | | 1,682,110 | | | CIC Termination | | 1,360,000 | | 816,000 | | 5,367,499 | | 288,000 | | 50,110 | | 3,912 | | 7,885,521 | | Steven M. Pieper | Non-CIC Termination | | 604,055 | | 271,825 | | — | | — | | 41,758 | | — | | 917,638 | | | CIC Termination | | 724,866 | | 326,190 | | 3,446,498 | | — | | 50,110 | | 3,912 | | 4,551,576 | | Kevin McCulloch | Non-CIC Termination | | 650,000 | | 325,000 | | — | | — | | 24,667 | | — | | 999,667 | | | CIC Termination | | 780,000 | | 390,000 | | 3,152,700 | | 192,000 | | 29,601 | | 3,912 | | 4,548,213 | | Beth P. Hecht | Non-CIC Termination | | 618,035 | | 278,116 | | — | | — | | 28,031 | | — | | 924,182 | | | CIC Termination | | 741,642 | | 333,739 | | 3,587,749 | | — | | 33,637 | | 3,912 | | 4,700,679 | | Ken Johnson | Non-CIC Termination | | 519,292 | | 207,717 | | — | | — | | 28,767 | | — | | 755,776 | | | CIC Termination | | 623,150 | | 249,260 | | 903,998 | | — | | 34,520 | | 3,912 | | 1,814,840 |

  61. Potential Payments Upon Termination or Change in Control

    (1) For information regarding the terms and the amount of severance payments made in connection with Mr. Edick’s separation, please see “Transition Agreement” above. (2) “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. (3) Other perquisites consist of outplacement services for up to three months. In the event an NEO’s employment or service is terminated as a result of death or disability, subject to the board of directors' discretion, any unvested equity awards will automatically be forfeited. The Company has no further obligation to the NEO other than the obligation to pay any unpaid base salary and unused vacation accrued through the termination date. If the NEO dies while he or she is a service provider to the Company (or within three months after the date on which the NEO ceases to be a service provider), vested and exercisable options may be exercised by the NEO’s estate for one year following the NEO’s death (or until the end of the original term of the option, if earlier). If the NEO becomes disabled while he or she is a service provider to the Company, vested and exercisable options may be exercised by the NEO for a period of one year after the NEO ceases to be a service provider due to a disability (or until the end of the original term of the option, if earlier).

  62. 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 2024 Summary Compensation Table and with certain adjustments to reflect the “compensation actually paid” to such individuals, as defined under SEC rules, for each of 2024, 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.

  63. Pay versus Performance

    | Year (1) (a) | Summary Compensation Table Total for Current PEO (2) (b) | Compensation Actually Paid to Current PEO (3) (c) | Summary Compensation Table Total for Former PEO (2) (d) | Compensation Actually Paid to Former PEO (3) (e) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers (2) (f) | Average Compensation Actually Paid to Non-PEO Named Executive Officers (3) (g) | Value of Initial Fixed $100 Investment Based on: | | Net Income (in thousands) (j) | Total Revenue (in thousands) (k) | | | | | | | | | Total Shareholder Return 10-K Item 5 (4) (h) | Peer Group Total Shareholder Return 10-K Item 5 (5) (i) | | | | 2024 | $3,827,109 | $5,578,059 | $6,826,608 | $8,458,416 | $2,025,711 | $2,873,702 | $68.90 | $93.49 | $(54,836) | $203,070 | | 2023 | — | — | $2,136,766 | $3,455,757 | $1,327,426 | $2,034,808 | $47.76 | $94.03 | $(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 | $100.02 | $(122,725) | $49,950 |

  64. Pay versus Performance

    (1) Mr. Edick served as our former Chief Executive Officer, during 2023, 2022, and 2021, until he resigned from such position effective August 1, 2024. Mr. Shannon has served as our Chief Executive Officer since August 1, 2024. Previously he served as President and Chief Operating Officer from October 2021 to August 2024. The Other NEOs reflected in columns (f) and (g) above represent the following individuals for each of the years shown: 2024 – Steve Pieper, Kevin McCulloch, Beth Hecht, and Ken Johnson 2023 – Steve Pieper, John Shannon, Beth Hecht, and Ken Johnson 2022 – John Shannon and Beth Hecht 2021 – John Shannon, Beth Hecht, and Barry Deutsch Biographical information for each of these individuals and their positions can be found above, or in the proxy statement for the year upon which compensation was reported, under the heading “Executive Officers.” (2) The dollar amounts reported in column (b) and column (d) are the amounts of total compensation reported for Mr. Edick and Mr. Shannon, respectively, for each corresponding year in the “Total” column of the Summary Compensation Table. The dollar amounts reported in column (f) represent the average of the amounts reported for the Company’s Other NEOs as a group in the “Total” column of the Summary Compensation Table in each applicable year. Refer to “Summary Compensation Table.” (3) The dollar amounts reported in column (c) and column (e) represent the amount of “compensation actually paid” to Mr. Edick and Mr. Shannon, respectively, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts reported in column (g) represent the average amount of “compensation actually paid” to the Other NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to our current PEO, our former PEO, or the Other NEOs during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to our PEOs’ and the Other NEOs’ total compensation for each year to determine the compensation actually paid for the relevant year.

  65. Pay versus Performance

    | Fiscal Year | 2024 | | 2023 | 2022 | 2021 | | | Current PEO | Former PEO | Former PEO | Former PEO | Former PEO | | Summary Compensation Table Total for PEO ($) | $3,827,109 | $6,826,608 | $2,136,766 | $2,805,599 | $3,764,134 | | Minus Grant Date Fair Value of Equity Awards in Summary Compensation Table ($) | (2,761,537) | (4,228,969) | (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 ($) | 3,857,964 | 5,085,000 | 1,762,500 | 798,000 | 1,291,664 | | Plus Year-over-Year Change in Fair Value of Outstanding and Unvested Equity Awards That Were Granted in Previous Fiscal Years ($) | 606,666 | 729,498 | 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 ($) | 47,857 | 46,279 | (25,123) | (292,590) | 58,176 | | Compensation Actually Paid to PEO ($) | $5,578,059 | $8,458,416 | $3,455,757 | $1,018,796 | $2,287,646 | | Fiscal Year | | 2024 | 2023 | 2022 | 2021 | | Average Summary Compensation Table Total for Non-PEO NEOs ($) | | $2,025,711 | $1,327,426 | $1,400,390 | $1,650,917 | | Minus Grant Date Fair Value of Equity Awards in Summary Compensation Table ($) | | (1,295,756) | (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 ($) | | 1,794,182 | 1,145,625 | 315,875 | 293,000 | | Plus Year-over-Year Change in Fair Value of Outstanding and Unvested Equity Awards That Were Granted in Previous Fiscal Years ($) | | 324,133 | 170,690 | (213,426) | (141,228) | | Plus Fair Value as of Vesting Date of Equity Awards That Were Granted and Vested in the Year ($) | | — | — | — | 90,850 | | Plus Change in Fair Value, Between the Vesting Date and the End of the Prior Fiscal Year, of Equity Awards Granted in Prior Years that Vested in the Year ($) | | 25,432 | (4,433) | (97,419) | (201,772) | | Compensation Actually Paid to Non-PEO NEOs ($) | | $2,873,702 | $2,034,808 | $738,045 | $989,034 |

  66. Pay versus Performance

    (4) Represents the cumulative total return on $100 invested in the Company’s common stock as of the last day of public trading of the Company’s common stock in fiscal year 2021 through the last day of public trading of the Company’s Common Stock in the applicable fiscal year for which the cumulative total return is reported. The Company did not pay dividends for any of 2024, 2023, 2022, or 2021. (5) Represents the weighted cumulative total return on $100 invested as of the last day of public trading in fiscal year 2021 through the last day of public trading in the applicable fiscal year for which the cumulative total return is reported, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the Nasdaq Biotechnology Index for all four fiscal years disclosed, which is the same peer group used in our Annual Report on Form 10-K for each of these years for purposes of Item 201(e) of Regulation S-K. The return of this index is calculated assuming reinvestment of dividends during the period presented.

  67. 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 2024, 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, 2024, 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, 2024, 2023, 2022, and 2021:

  68. CEO Pay Ratio

    CEO Pay Ratio Pursuant to Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we have calculated the ratio of the annual total compensation of our current principal executive officer to the annual total compensation of our median employee. As of the last day of fiscal 2024, the principal executive officer of Xeris was our Chief Executive Officer, Mr. John Shannon. For 2024, the annual total compensation of Mr. Shannon (inclusive of the period during which he served as our President and Chief Operating Officer) was $3,827,109 and the annual total compensation of our median employee was $214,795 resulting in a pay ratio of approximately 17.82:1. We identified the median employee as of December 31, 2024 by (i) aggregating for each applicable employee (A) annual base pay as reported in Form W-2 for permanent employees (or hourly rate multiplied by 2024 annual work schedule, for hourly employees), (B) overtime received during 2024, (C) the bonus or commissions awarded for 2024 performance, and (D) the estimated grant date fair value for all employee equity grants in 2024, and (ii) ranking this compensation measure for our employees from lowest to highest. This calculation was performed for all employees of Xeris, excluding Mr. Shannon. As of December 31, 2024, we had 393 employees other than Mr. Shannon, all of whom were included in our pay ratio analysis. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Therefore, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.