Dawn Halkuff
Xeris Biopharma HoldingsAbout Dawn Halkuff
Independent Class II director of Xeris Biopharma Holdings since October 2021 (term ends at the 2026 annual meeting). Age 54 as of April 14, 2025. Background in women’s health and commercial leadership: former Chief Commercial Officer at TherapeuticsMD (2016–2021), senior roles at Pfizer and Pfizer Consumer Healthcare, and head of global innovation at Weight Watchers. Currently Founder of Halkuff Enterprises (since Dec 2024) and CEO of LiviWell, Inc. (since Dec 2024). Education: B.A. in Psychology (University of Connecticut) and M.B.A. (Pennsylvania State University). Determined independent by the Board under Nasdaq/SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Xeris Biopharma Holdings | Director (Class II) | Oct 2021–present | Independent director |
| Xeris Pharmaceuticals, Inc. | Director | Apr 2018–Oct 2021 | Joined predecessor board prior to Strongbridge combination |
| TherapeuticsMD, Inc. | Chief Commercial Officer | Nov 2016–Sep 2021 | Women’s health commercial leadership |
| Pfizer Inc. / Pfizer Consumer Healthcare | Senior VP Global Wellness; VP Women’s Health Sales & Marketing; Senior Director Women’s Health Products; commercial lead for Women’s Health Division | Prior to 2016 | Multiple senior roles; Consumer GLT member |
| Weight Watchers International | Head of Global Innovation | 2005–2010 | Innovation leadership in weight management |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| LiviWell, Inc. | Chief Executive Officer | Dec 2024–present | Women’s health company |
| Halkuff Enterprises | Founder (consulting) | Dec 2024–present | Independent consulting company |
| Ideal Protein of America, Inc. | Chief Executive Officer | Dec 2021–Mar 2024 | Weight loss company |
Board Governance
- Independence: Board determined all non-employee directors, including Halkuff, are independent under Nasdaq and SEC rules.
- Committee assignments (2024 activity):
- Nominating & Corporate Governance Committee: Chair; 4 meetings in 2024.
- Compensation Committee: Member; 5 meetings in 2024.
- Board attendance: Board met 7 times in 2024; all directors met the 75% attendance threshold except Dr. Sherman (71%). Policy invites directors to attend the annual meeting.
- Board leadership: Independent Chairperson (Marla Persky); CEO is not Chair.
| Committee | Role | 2024 Meetings |
|---|---|---|
| Nominating & Corporate Governance | Chair | 4 |
| Compensation | Member | 5 |
Fixed Compensation
| Component | Amount/Policy | Source |
|---|---|---|
| 2024 Cash Fees (paid) | $64,583 | |
| 2024 RSU Grant (grant-date fair value) | $121,500 | |
| 2024 Total Director Compensation | $186,083 |
Director fee policy (2024 and changes effective 2025):
| Role | Cash Retainer 1/1/2024–7/31/2024 | Cash Retainer 8/1/2024–12/31/2024 | 2025 Update |
|---|---|---|---|
| Board member | $50,000 | $50,000 | — |
| Board Chair (supplemental) | $30,000 | $40,000 | — |
| Audit Chair (supplemental) | $20,000 | $20,000 | — |
| Compensation Chair (supplemental) | $15,000 | $15,000 | Incr. to $18,000 (eff. 1/1/2025) |
| Nominating & Gov. Chair (supplemental) | $10,000 | $10,000 | — |
| Audit Member | $10,000 | $10,000 | — |
| Compensation Member | $7,500 | $7,500 | Incr. to $9,000 (eff. 1/1/2025) |
| Nominating & Gov. Member | $5,000 | $5,000 | — |
Notes:
- Non-employee directors receive annual RSU grants (generally 50,000 RSUs) at the annual meeting; initial appointment grants are 100,000 RSUs (3-year vest).
Performance Compensation
Directors receive time-based equity; no performance-conditioned metrics are used for director equity.
- Annual equity: 50,000 RSUs granted at each annual meeting; vests by the earlier of one year or next annual meeting (service condition).
- Initial equity: 100,000 RSUs at appointment; vest annually over three years (service condition).
- 2024 stock award value for Halkuff: $121,500 (grant-date fair value).
| Equity Element | Structure | Vesting |
|---|---|---|
| Annual RSU grant | 50,000 RSUs | Full vest by 1-year/next AGM (service) |
| Initial RSU grant | 100,000 RSUs | 3 equal annual tranches (service) |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in Xeris DEF 14A |
| Prior public company boards | None disclosed in biography |
| Compensation Committee interlocks | Compensation Committee members (incl. Halkuff) were not Xeris officers; no interlocks with other issuers’ boards/comp committees disclosed. |
Expertise & Qualifications
- Women’s health commercialization; senior operating roles at Pfizer and TherapeuticsMD.
- Innovation leadership at Weight Watchers; consumer health experience.
- Education: B.A. Psychology (UConn); M.B.A. (Penn State).
Equity Ownership
- Beneficial ownership as of Apr 14, 2025: 200,016 shares (<1%). Composition: 57,500 common shares; 137,106 shares underlying options/RSUs exercisable or vesting within 60 days; 5,410 shares held by the Dawn Halkuff 2017 Revocable Trust (beneficial ownership disclaimed).
- Ownership guidelines: Directors must hold stock equal to 3x annual cash retainer within five years of the later of Feb 28, 2023 or becoming subject to the guidelines; all non-employee directors are compliant or within the grace period.
- Hedging/pledging: Company policy prohibits hedging and pledging by directors.
| Ownership Detail (as of 4/14/2025) | Amount |
|---|---|
| Total beneficial ownership | 200,016 shares; <1% of outstanding |
| Direct/other common shares | 57,500 shares |
| Options/RSUs (within 60 days) | 137,106 shares |
| Trust-held shares (beneficial ownership disclaimed) | 5,410 shares |
| Shares outstanding (denominator) | 156,384,578 |
Say-on-Pay & Shareholder Feedback
| Meeting | Item | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|---|
| 2025 AGM (June 4, 2025) | Say-on-Pay (NEO comp) | 72,202,176 | 5,633,615 | 890,618 | 32,372,503 |
| 2024 AGM | Say-on-Pay support (disclosed) | ~89.6% approval of votes cast | — | — | — |
Compensation Committee Analysis
- Committee service: Member of Compensation Committee; committee met 5 times in 2024.
- Consultant: Aon Consulting engaged; services included peer group, benchmarking, plan design; Compensation Committee determined no conflicts of interest.
- Governance features: Comprehensive clawback policy (executive officers), prohibition on hedging/pledging, no repricing without shareholder approval, independent committee oversight.
Related Party Transactions / Conflicts
- Policy: Audit Committee reviews and must approve related party transactions; pre-approval thresholds and independence safeguards are defined.
- Disclosures: No related party transactions >$120,000 since Jan 1, 2024 involving directors/officers were disclosed (other than standard compensation).
- Independence reaffirmed for all non-employee directors.
Governance Assessment
- Strengths:
- Independence and committee leadership: Halkuff is an independent director and chairs Nominating & Corporate Governance; also serves on Compensation—positions central to governance quality.
- Engagement: Board and committees met regularly (Board 7x; N&G 4x; Compensation 5x), and directors met attendance thresholds.
- Alignment mechanisms: Director stock ownership guidelines (3x cash retainer), routine annual RSU grants; hedging/pledging prohibited.
- Shareholder support: Recent Say-on-Pay approval registered strong support (2025 counts; 2024 ~89.6% approval).
- No interlocks or related-party exposures disclosed; independent compensation consultant without conflicts.
- Watch items:
- Cash vs equity mix: 2024 director comp split for Halkuff was ~$64.6k cash / $121.5k equity; equity remains time-based (no performance link), which is common for directors but offers limited pay-for-performance sensitivity.
- Outside leadership roles: Active CEO of a private women’s health company (LiviWell) and consultant (Halkuff Enterprises); no related transactions disclosed, but monitor for potential related-party interactions.
Overall signal: Governance posture appears solid—independent status, active committee leadership, adequate attendance, strong shareholder support on pay, and no disclosed conflicts. Equity ownership guidelines and anti-hedging rules support alignment; continued monitoring of external roles and any future related-party dealings is prudent.