James Brady
Xeris Biopharma HoldingsAbout James Brady
James Brady, age 62, was appointed to Xeris Biopharma’s board on March 28, 2025 as a Class I director; subject to re‑election at the June 4, 2025 annual meeting, he is designated to become Chair of the Audit Committee immediately following the meeting . Brady is a CPA with 30+ years at AstraZeneca, most recently CFO of MedImmune (2013–2018), and previously worked at Arthur Andersen; he holds a B.S. in Accounting (Saint Joseph’s University) and an MBA (Drexel University) . The Board has affirmatively determined he is independent under Nasdaq standards and an “audit committee financial expert” effective post‑meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AstraZeneca | Multiple finance leadership roles (corporate ops, manufacturing, commercial, marketing, market access, audit, international, biologics R&D) | 1988–2018 | Broad operational and financial leadership across global divisions |
| MedImmune (AstraZeneca) | Chief Financial Officer | 2013–2018 | Biologics grew to >50% of AZ development portfolio; five biologics brought to market |
| Arthur Andersen & Co. | Auditor (CPA) | Prior to AZ tenure | Public accounting credentials |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Verona Pharma plc (Nasdaq: VRNA) | Director; Audit Committee Member | Since Mar 2022 | Public company audit committee experience |
| Panavance Therapeutics, Inc. | Director | Oct 2021–Feb 2025 | Board experience; ended prior to Xeris appointment |
Board Governance
- Independence: Board determined Brady is independent under Nasdaq listing standards and has no Item 404 related‑party interest requiring disclosure .
- Committee assignment: Designated to serve as Chair of the Audit Committee following the 2025 Annual Meeting; Board also designated him as an “audit committee financial expert” for SEC purposes post‑meeting .
- Audit Committee scope: Oversight of external auditors, quarterly/annual financial reporting, internal controls, risk (incl. cybersecurity), complaints procedures, and related‑party transaction approvals .
- Attendance: 2024 board held seven meetings; attendance ≥75% for all directors except Dr. Sherman at 71%; Brady joined in 2025, so 2024 attendance not applicable .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (non‑employee director) | $50,000 | Paid quarterly in arrears |
| Audit Committee Chair | $20,000 | No change vs 2024 |
| Audit Committee Member | $10,000 | No change vs 2024 |
| Compensation Committee Chair | $18,000 | Effective Jan 1, 2025 (from $15,000) |
| Compensation Committee Member | $9,000 | Effective Jan 1, 2025 (from $7,500) |
| Nominating & Corporate Governance Chair | $10,000 | — |
| Nominating & Corporate Governance Member | $5,000 | — |
| Expense reimbursement | Reasonable travel/out‑of‑pocket | Standard policy |
Performance Compensation
| Award Type | Grant Date | Quantity | Vesting | Terms |
|---|---|---|---|---|
| Initial RSU (non‑employee director) | Mar 28, 2025 | 100,000 | 3 equal annual installments on anniversaries | Granted under 2018 Plan; standard director initial award |
| Annual RSU (non‑employee director) | At each annual meeting (starting after initial grant) | 50,000 | Vests in full on earlier of 1st anniversary or next annual meeting | Standard director annual award policy |
- Director equity awards are time‑based; no performance (TSR/financial) metrics are disclosed for director grants .
- Clawback policy applies to incentive compensation; company maintains anti‑hedging and anti‑pledging policies for all directors .
Other Directorships & Interlocks
| Company | Relationship to Xeris | Potential Conflict |
|---|---|---|
| Verona Pharma plc | Unrelated therapeutic area; Brady serves on audit committee | No related‑party transactions disclosed; Board confirms independence and no Item 404(a) interest |
| Panavance Therapeutics, Inc. | Prior directorship ended Feb 2025 | No related‑party transactions disclosed |
Xeris discloses a related person transaction policy with Audit Committee oversight; no related‑party transactions >$120,000 involving directors since Jan 1, 2024 were reported (other than standard director compensation) .
Expertise & Qualifications
- CPA; extensive audit and financial reporting oversight; designated audit committee financial expert .
- Deep biopharma operating finance across commercial, manufacturing, market access, and R&D; prior CFO of MedImmune with biologics portfolio growth and multiple product launches .
- Public company governance experience on a U.S.‑listed pharma audit committee .
Equity Ownership
| Item | Value | As of | Notes |
|---|---|---|---|
| Beneficial ownership (common shares) | None reported (“—”; <1%) | Apr 14, 2025 | Table shows “James Brady (16), —, ”; “ less than one percent” |
| Options exercisable within 60 days | 0 | Apr 14, 2025 | Footnote states no options exercisable within 60 days |
| Unvested RSUs outstanding | 100,000 | Mar 28, 2025 | Initial director grant; 3‑year annual vesting |
| Ownership guidelines | 3x annual cash retainer within 5 years | Policy effective Feb 28, 2023 or date subject to guidelines | Counting rules include vested/unvested time‑based RSUs; 50% net retention until guideline met |
| Guideline compliance status | Within grace period | Dec 31, 2024 | All non‑employee directors were compliant or within grace; Brady newly appointed in 2025 |
| Hedging/Pledging | Prohibited | Policy | Anti‑hedging and anti‑pledging in insider trading policy |
| Indemnification | Standard director indemnification agreement | Mar 28, 2025 | Entered into standard form indemnification agreement |
Governance Assessment
- Strengths: Independent director with deep finance background; designated audit chair and financial expert; robust audit committee charter and related‑party policy; anti‑hedging/pledging and clawback frameworks; stock ownership guidelines promoting alignment .
- Compensation alignment: Director pay uses market‑median‑aligned retainers and time‑based RSUs; changes to committee fees in 2025 reflect governance benchmarking; no director‑specific perquisites beyond standard reimbursements .
- Engagement: 2024 board and committee cadence documented; Brady’s 2024 attendance N/A given 2025 appointment; board separation of Chair and CEO enhances oversight .
- Conflicts/Red flags: No Item 404 related‑party transactions or pledging disclosed; independence affirmed; no legal proceedings involving directors; no evidence of equity award repricing for directors .
- Watch items: Brady’s initial beneficial ownership is zero; monitor accumulation toward stock ownership guidelines over time and his leadership of audit committee post‑meeting .
Overall, Brady’s appointment strengthens board financial oversight and audit leadership with limited conflict risk and clear ownership‑alignment policies already in place .