Sector: Health Care
XERIS BIOPHARMA HOLDINGS INC · Meeting: June 4, 2026
Directors FOR
2
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Class II Directors
Ms. Halkuff has served since October 2021, bringing relevant biopharma commercial experience; Xeris's 3-year price return of +165.6% outperforms the XBI — SPDR S&P Biotech ETF by +99.1 percentage points, which is well below the 65-point threshold needed to trigger a no vote, all meeting attendance requirements are met, and no overboarding, independence, or familial-relationship concerns are present.
Mr. Johnson has served since October 2021 with extensive biopharma CEO and board experience; Xeris's 3-year price return of +165.6% outperforms XBI — SPDR S&P Biotech ETF by +99.1 percentage points, which is well below the 65-point trigger threshold, all attendance requirements are met, and while he holds seats at Verastem and AxoGen in addition to Xeris (totaling three public boards), this does not reach the four-board overboarding threshold.
Both Class II nominees pass all policy screens: strong TSR outperformance versus the XBI — SPDR S&P Biotech ETF eliminates any performance-related concern, neither director is overboarded, both are independent, attendance was at least 75%, and no familial or committee-independence issues were identified.
CEO
John Shannon
Total Comp
$5,042,584
Prior Support
88.9%%
The prior year say-on-pay vote received approximately 88.9% support, well above the 70% threshold that would require demonstrated response. CEO John Shannon's total compensation of $5,042,584 is reasonable for a CEO at a $1 billion commercial-stage biopharma company, and the pay structure is heavily variable — roughly 85% of the CEO's pay is at-risk through equity awards and performance-based bonuses, satisfying the 50-60% variable pay requirement. The company significantly outperformed its XBI — SPDR S&P Biotech ETF benchmark over three years (+99.1 percentage points), so above-benchmark incentive pay is well-justified by shareholder returns, and the company has a meaningful clawback policy in place.
Auditor
Ernst & Young LLP
Tenure
3 yrs
Audit Fees
$1,033,000
Non-Audit Fees
$382,000
Ernst & Young has served since 2023 (approximately three years), well below the 25-year tenure threshold; non-audit fees (tax fees of $375,000 plus other fees of $7,000 totaling $382,000) represent approximately 37% of audit fees of $1,033,000, which is below the 50% threshold; EY is a Big 4 firm appropriate for a $1B company; and no material restatements were identified.
The 2026 Xeris Biopharma annual meeting presents three straightforward proposals: two Class II director elections for nominees with strong relevant experience and no governance concerns, auditor ratification for a recently engaged Big 4 firm with well-contained non-audit fees, and a say-on-pay vote for a compensation program that is heavily performance-based, backed by strong revenue growth and significant stock outperformance versus the XBI — SPDR S&P Biotech ETF. All three proposals receive a FOR determination under the applicable voting policy.
