Jeffrey Sherman
Xeris Biopharma HoldingsAbout Jeffrey Sherman
Jeffrey Sherman, M.D., FACP, is an independent Class II director (term expires at the 2026 annual meeting) who has served on Xeris’ board since October 2021; he is 70 years old as of April 14, 2025 . He holds a B.A. in Biology from Lake Forest College and an M.D. from Rosalind Franklin University of Medicine and Science/The Chicago Medical School; he completed internship and residency at Northwestern University Feinberg School of Medicine (adjunct assistant professor) and a fellowship at UCSF . Dr. Sherman served as Chief Medical Officer and EVP at Horizon Therapeutics plc (now Amgen Rare Disease) from June 2009 to November 2023 and is a past board chair of the Drug Information Association; he previously served on BIO’s Board of Directors and held positions at IDM Pharma, Takeda Global R&D, NeoPharm, G.D. Searle/Pharmacia, and Bristol-Myers Squibb .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Horizon Therapeutics plc (now Amgen Rare Disease) | Chief Medical Officer, EVP | Jun 2009 – Nov 2023 | Senior clinical/medical leadership; rare disease portfolio oversight |
| Drug Information Association | Board Chair (past) | Not disclosed | Leadership of industry association |
| Biotechnology Innovation Organization (BIO) | Director (past) | Not disclosed | Industry policy/advocacy participation |
| IDM Pharma; Takeda Global R&D; NeoPharm; G.D. Searle/Pharmacia; Bristol-Myers Squibb | Various senior roles | Not disclosed | Clinical development and pharma leadership experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Larimar Therapeutics | Director | Since Oct 2023 | Board oversight |
| Sorriso Pharmaceuticals, Inc. | Director | Since May 2022 | Board oversight |
| Northwestern University Feinberg School of Medicine | Adjunct Assistant Professor | Ongoing | Academic engagement |
| Center for Information and Study on Clinical Research Participation (CISCRP) | Board of Advisors | Ongoing | Patient engagement advisory |
Board Governance
- Independence: The board determined all members except CEO John Shannon are independent under Nasdaq and SEC rules; Dr. Sherman is independent .
- Committee assignments: Compensation Committee member (chair is Dr. BJ Bormann) ; Nominating & Corporate Governance Committee member (chair is Dawn Halkuff) .
- Audit Committee: Not a member; Audit members are Garheng Kong, Marla Persky, and John Schmid (chair until 2025 annual meeting; James Brady to chair post-meeting) .
- Attendance: In 2024, Dr. Sherman attended 71% of aggregate board and assigned committee meetings, missing two ad hoc board meetings due to unavoidable circumstances discussed with the chair in advance .
- Board leadership: Chairperson is Marla Persky; CEO is John Shannon; split roles reinforce independence .
- Director stock ownership guidelines: 3× annual cash retainer within five years; all non‑employee directors are in compliance or within grace period .
- Anti‑hedging/pledging: Company policy prohibits hedging and pledging of company stock .
Fixed Compensation
| Component | Amount/Policy | Notes |
|---|---|---|
| Board retainer (2024) | $50,000 | Paid in arrears quarterly |
| Committee member fees (2024) | Compensation: $7,500; Nominating & Corporate Governance: $5,000 | Chair fees: Audit $20,000; Compensation $15,000; Nominating $10,000 |
| 2025 update | Compensation Chair: $18,000; Member: $9,000 | Effective Jan 1, 2025 |
| Sherman 2024 cash earned | $62,500 | Reflects board + committee memberships |
Performance Compensation
| Grant Type | Grant Date/Program | Quantity/Value | Vesting | Notes |
|---|---|---|---|---|
| Annual RSU (non‑employee director policy) | Annual meeting each year | 50,000 RSUs | Vests in full by 1 year or next annual meeting | Standard director awards; accelerates upon Sale Event |
| Initial RSU (for new directors) | Appointment/election date | 100,000 RSUs | Vests over 3 years | Policy terms |
| Sherman 2024 stock award (fair value) | 2024 | $121,500 | Per policy | ASC 718 grant-date fair value disclosure |
| Performance metrics tied to director equity | None disclosed | N/A | Time-based vesting only | No TSR/financial KPIs for director awards |
Director equity awards are time‑vesting RSUs; no performance‑conditioned PSUs/options for directors are disclosed .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Larimar Therapeutics | Biopharma | Director | No Xeris-related transactions disclosed |
| Sorriso Pharmaceuticals | Biopharma | Director | No Xeris-related transactions disclosed |
- Related party transactions: The proxy states no transactions >$120,000 involving directors or related parties since Jan 1, 2024, other than standard compensation arrangements .
- Policy: Audit Committee reviews related person transactions per written policy; some limited scenarios deemed pre‑approved under thresholds/conditions .
Expertise & Qualifications
- Medical and clinical leadership: Former CMO/EVP at Horizon Therapeutics; extensive pharma development experience across multiple companies .
- Governance and industry leadership: Past board chair of DIA; prior BIO Board service; advisory roles (CISCRP) .
- Academic credentials and teaching: Adjunct assistant professor at Northwestern Feinberg; fellowship at UCSF .
- Qualifications recognized by Xeris for board service in industry of operation .
Equity Ownership
| Ownership Measure | Amount | Notes |
|---|---|---|
| Shares beneficially owned | 366,646 | “Less than 1%” of outstanding shares |
| Common shares directly held | 114,380 | Included in beneficial ownership |
| Options exercisable + RSUs vesting within 60 days | 246,866 | Included in beneficial ownership |
| Trust holdings | 5,400 | Jeffrey Sherman Living Trust U/A DTD 03/21/2001; disclaimed beneficial ownership |
| Director RSUs outstanding (12/31/2024) | 50,000 | Aggregate RSUs as of year-end |
| Director stock options outstanding (12/31/2024) | 196,866 | Aggregate options as of year-end |
| Ownership guideline status | In compliance or within grace period | As of Dec 31, 2024 for all non‑employee directors |
| Hedging/pledging | Prohibited | Company insider trading policy |
Director Compensation (2024)
| Name | Fees Earned ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Jeffrey Sherman | $62,500 | $121,500 | $184,000 |
Compensation Committee Analysis
- Composition: BJ Bormann (Chair), Dawn Halkuff, John Schmid, Jeffrey Sherman; all independent under Nasdaq/SEC rules .
- Consultant: Aon engaged; Committee determined no conflicts of interest with consultant in 2024 .
- Responsibilities include clawback policy oversight, stock ownership guidelines, grant approvals, peer group review, and shareholder engagement on compensation matters .
Say‑on‑Pay & Shareholder Feedback
- 2025 Annual Meeting (June 4, 2025) results: Say‑on‑Pay “For” 72,202,176; “Against” 5,633,615; “Abstain” 890,618; broker non‑votes 32,372,503 .
- 2024 Say‑on‑Pay support: Approximately 89.6% support; Committee made no material changes based on the strong support .
Governance Assessment
-
Strengths:
- Independent director with deep clinical and pharma operating expertise; contributes to Compensation and Nominating/Governance committees .
- Strong alignment policies: stock ownership guidelines and anti‑hedging/pledging; directors in compliance or within grace period .
- No related‑party transactions involving Sherman; Audit Committee oversight of any potential related person dealings .
-
Watch items / RED FLAGS:
- 2024 attendance below the typical 75% threshold (71% aggregate across board and committees) due to two ad hoc board meetings; while explained, it is a governance signal to monitor .
- Director equity accelerates upon Sale Event, which is common but can be viewed as entrenchment risk by some investors; disclosed in policy .
-
Context:
- Board leadership separated (independent chair), multiple independent committee memberships, and robust use of independent compensation consultant indicate sound governance practices .
Overall, Sherman’s independent status, domain expertise, and committee roles support board effectiveness; attendance shortfall in 2024 warrants follow‑up in future cycles .