BJ Bormann
Xeris Biopharma HoldingsAbout BJ Bormann
BJ Bormann, Ph.D. (age 66) is an independent Class I director at Xeris Biopharma and has served on the board since October 2021 (joined Xeris Pharmaceuticals’ board in April 2018 and continued with Xeris Biopharma post-Strongbridge acquisition). She previously held senior R&D and business development roles (SVP, worldwide alliances/licensing/BD at Boehringer Ingelheim) and CEO roles at several biopharma companies. Dr. Bormann holds a Ph.D. in biomedical science (UConn Health), a B.Sc. in biology (Fairfield), and completed postdoctoral training at Yale School of Medicine (Pathology) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Boehringer Ingelheim Pharmaceuticals | SVP, Worldwide Alliances, Licensing & Business Development | 2007–2013 | Led BD and alliance strategy |
| Harbour Antibodies | Chief Executive Officer | 2013–2014 | CEO leadership |
| NanoMedical Systems | Chief Business Advisor | 2013–2015 | Drug delivery advisory |
| Pivot Pharmaceuticals | Chief Executive Officer & Director | 2015 | CEO/board leadership |
| Supportive Therapeutics | Chief Executive Officer | 2015–2017 | CEO leadership |
| The Jackson Laboratory | VP, Translational Science & Network Alliances | Aug 2017–Feb 2024 | Translational alliances |
External Roles
| Organization | Role | Tenure | Notes / Potential Interlocks |
|---|---|---|---|
| BioLine RX Ltd. | Director | Since Aug 2013 | Public biopharma; no related-party transactions with Xeris disclosed |
| NanoMedical Systems Inc. | Director | Since July 2021 | Drug-delivery company; no related-party transactions with Xeris disclosed |
Board Governance
- Independence: Board determined all directors except the CEO (John Shannon) are independent; BJ Bormann is independent .
- Committees: Chair, Compensation Committee; Member, Nominating & Corporate Governance Committee .
- Committee activity: Compensation Committee met 5 times in 2024; Nominating & Corporate Governance met 4 times in 2024, indicating active engagement .
- Attendance: In 2024, all directors met ≥75% attendance (except Dr. Sherman at 71%). Dr. Bormann attended the 2024 annual meeting of stockholders .
- Board leadership: Independent Chair (Marla Persky) with CEO/Chair roles separated .
- Stock ownership guidelines: Non-employee directors must hold stock equal to 3x annual cash retainer within 5 years; all were compliant or within grace period as of 12/31/2024 .
- Say-on-Pay: 2025 vote passed (For: 72,202,176; Against: 5,633,615; Abstain: 890,618; broker non-votes 32,372,503). 2024 say-on-pay support was ~89.6% per the proxy .
Fixed Compensation
| Component | Policy Detail | 2024 Amounts/Notes |
|---|---|---|
| Board Cash Retainer | $50,000 per year (paid quarterly) | 2024 fee earned by Bormann: $70,000 |
| Committee Chair Fees | 2024: Comp Chair $15,000; Nominating Chair $10,000; Audit Chair $20,000. Effective 1/1/2025: Comp Chair increases to $18,000 | Bormann is Compensation Chair |
| Committee Member Fees | Audit $10,000; Compensation $7,500; Nominating & CG $5,000 (unchanged) | Bormann is member of Nominating & CG |
| Reimbursements | Reasonable travel/out-of-pocket for meetings | As incurred |
Performance Compensation
Director equity at Xeris is time-based; no performance-vesting metrics for non-employee directors (aligns director pay with shareholders without tying to operating targets) .
| Equity Element | Grant Size/Value | Vesting | Notes |
|---|---|---|---|
| Annual RSU Grant (policy) | 50,000 RSUs per year for continuing directors | Vests in full by earlier of 1-year anniversary or next annual meeting | Standard director equity |
| Initial RSU Grant (policy) | 100,000 RSUs at appointment | Vests over 3 years (annual tranches) | For new directors |
| 2024 Stock Awards (actual) | $121,500 grant date fair value for Dr. Bormann | Per policy schedule | Aggregate “Stock Awards” amount per proxy |
Other Directorships & Interlocks
| Director | Other Public Company Boards | Committee Roles | Interlocks/Conflicts Disclosed |
|---|---|---|---|
| BJ Bormann | BioLine RX Ltd. (director) | Not disclosed in Xeris proxy | No related-party transactions with Xeris disclosed; policy requires Audit Committee review of any related-person transactions |
Expertise & Qualifications
- Deep pharma/biotech BD and alliance leadership (Boehringer Ingelheim SVP, alliances/licensing/BD) .
- CEO experience at multiple biopharma startups (Harbour Antibodies; Supportive Therapeutics; Pivot Pharmaceuticals) .
- Scientific pedigree: Ph.D. in biomedical science (UConn Health); postdoc at Yale School of Medicine (Pathology) .
- Current governance focus: Chairs Compensation Committee and serves on Nominating & Corporate Governance Committee .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial Ownership (as of 4/14/2025) | 194,606 shares; <1% of outstanding (156,384,578 shares outstanding) |
| Director Equity Holdings (12/31/2024) | Options: 87,106; RSUs: 50,000 (aggregate outstanding, not all necessarily countable as beneficial within 60 days) |
| Ownership Guidelines | 3x annual cash retainer within 5 years; all non-employee directors compliant or within grace period as of 12/31/2024 |
| Hedging/Pledging | Prohibited by insider trading policy |
| Section 16(a) Compliance (2024) | Company disclosed certain late Forms 4 for others; no late filings disclosed for Dr. Bormann |
Governance Assessment
- Strengths: Independent director; chairs Compensation Committee; active committee cadence (Comp: 5x; Nom/Gov: 4x in 2024); board separation of Chair/CEO; robust ownership guidelines; hedging/pledging prohibited; no related-party transactions disclosed; strong say-on-pay outcomes in 2024–2025—signals investor comfort with pay governance under her committee .
- Alignment: 2024 director pay mix includes equity via RSUs with time-based vesting; Bormann’s 2024 compensation totaled $191,500 (cash $70,000; stock awards $121,500), aligning with shareholder value via equity exposure .
- Risks/Red Flags monitored: None evident for Bormann—no related-party transactions or pledging/hedging; Section 16(a) delinquencies did not include her; attendance thresholds met; continued monitoring appropriate as committee composition changes in 2025 (e.g., John Schmid not standing for reelection) .
Appendix: Director Compensation (2024)
| Name | Fees Earned (Cash) | Stock Awards (Grant-Date FV) | Total |
|---|---|---|---|
| BJ Bormann | $70,000 | $121,500 | $191,500 |
Appendix: Committee Composition and Meetings (2024)
| Committee | Members | Chair | Meetings |
|---|---|---|---|
| Compensation | BJ Bormann; Dawn Halkuff; John Schmid; Jeffrey Sherman | BJ Bormann | 5 |
| Nominating & Corporate Governance | BJ Bormann; Dawn Halkuff; John Johnson; Marla Persky; Jeffrey Sherman | Dawn Halkuff | 4 |
| Audit | Garheng Kong; Marla Persky; John Schmid (Chair in 2024); James Brady designated to chair post-2025 AGM | John Schmid (2024) | 4 |
Appendix: Shareholder Votes (2025 Annual Meeting)
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Elect BJ Bormann (Class I) | 57,050,196 | 21,676,213 | — | 32,372,503 |
| Elect James Brady (Class I) | 76,465,887 | 2,260,522 | — | 32,372,503 |
| Elect Garheng Kong (Class I) | 75,938,627 | 2,787,782 | — | 32,372,503 |
| Ratify Auditor (E&Y) | 110,053,757 | 744,492 | 300,663 | — |
| Say-on-Pay (Advisory) | 72,202,176 | 5,633,615 | 890,618 | 32,372,503 |