John Johnson
About John Johnson
John H. Johnson, age 67, is an independent Class II director of Xeris Biopharma, serving since October 2021 (joined in connection with the Strongbridge acquisition); his current term runs through the 2026 annual meeting . He is a veteran biopharma executive, formerly CEO/Chairman at Dendreon and CEO roles at Savient, ImClone, and Melinta, with earlier leadership at Johnson & Johnson and Eli Lilly; he holds a B.S. from East Stroudsburg University of Pennsylvania . In 2024, he attended the annual meeting and met the company’s director attendance thresholds (≥75%), with the board meeting seven times that year .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dendreon Corporation | President & CEO; Chairman | Jan 2012–Aug 2014 (Chair Jan 2012–Jun 2014) | Led turnaround during commercial phase |
| Savient Pharmaceuticals | CEO & Director | Jan 2011–Jan 2012 | Oversaw restructuring/commercial challenges |
| Eli Lilly (Oncology) | SVP & President, Oncology Unit | Sep 2009–Jul 2011 | Oncology portfolio leadership |
| ImClone Systems | CEO; Director | Aug 2007–Nov 2008 | Guided company through post-acquisition transition |
| Johnson & Johnson (Biopharma) | Company Group Chairman | 2005–2007 | Global biopharma leadership |
| Ortho Biotech Products/Canada | President | 2003–2005 | Commercial operations oversight |
| J&J CNS Pharmaceuticals Group | Worldwide VP, Strategic Unit | 2001–2003 | CNS strategy leadership |
| Parkstone Medical Info Systems | Executive roles | 2000–2001 | Health IT leadership |
| OrthoMcNeil Pharmaceutical | Executive roles | 1993–2000 | Commercial roles |
| Pfizer, Inc. | Roles | 1983–1988 | Early career foundation |
| Strongbridge Biopharma | Director (from Mar 2015); CEO | CEO Jul 2020–Oct 2021; Director since Mar 2015 | Led into combination with Xeris |
| Pharmaceutical Research and Manufacturers of America | Director | Jan 2013–Aug 2014 | Industry policy engagement |
| Biotechnology Industry Organization (Health Section Governing Board) | Board member | Jan 2013–Aug 2014 | Industry governance |
External Roles
| Organization | Role | Start Date | Notes |
|---|---|---|---|
| Applied Therapeutics, Inc. | Executive Chairman | Dec 2024 | Active governance role |
| Reaction Biology Corp. | Director; former CEO | Director since Mar 2022; CEO Mar 2022–Dec 2024 | Service provider in biotech |
| Verastem, Inc. (Verastem Oncology) | Director | Apr 2020 | Oncology biotech |
| AxoGen, Inc. | Director | Jul 2021 | Peripheral nerve repair |
| Autolus Therapeutics | Former Director | Sep 2021–Mar 2024 | Past oncologic cell therapy governance |
| Melinta Pharmaceuticals | Former Director; CEO (incl. interim) | Director Jul 2009–Sep 2019; CEO Feb–Aug 2019; Interim CEO Oct 2018–Feb 2019 | Anti-infectives experience |
| Histogenics Corporation | Former Director | Nov 2013–Feb 2019 | Orthopedic biologics |
| AVEO Pharmaceuticals | Former Director | Feb 2018–Feb 2019 | Oncology |
| Portola Pharmaceuticals | Former Director | Mar 2014–Jul 2020 | Hematology/cardiology |
Board Governance
- Committee memberships: Nominating & Corporate Governance Committee member; committee chaired by Dawn Halkuff; met four times in 2024; all members are Nasdaq “independent” .
- Audit and Compensation committees: Johnson is not listed as a member; Audit Committee (Schmid chair, transitioning to Brady post-2025 meeting) met four times; Compensation Committee (Bormann chair) met five times; all members independent .
- Independence: The board determined all directors except CEO John Shannon are independent under Nasdaq and SEC rules; Johnson is independent .
- Attendance: Board met seven times in 2024; all directors attended ≥75% of meetings except Dr. Sherman (71%); Johnson attended the 2024 annual meeting .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $55,000 | Director cash retainer plus committee member fee |
| Stock Awards (RSUs, grant-date fair value) | $121,500 | RSUs under non-employee director program |
| Total | $176,500 | Sum of cash and equity fair value |
| Retainer Schedule | 1/1/2024–7/31/2024 | 8/1/2024–12/31/2024 | Effective 1/1/2025 |
|---|---|---|---|
| Board Member Cash Retainer | $50,000 | $50,000 | — |
| Nominating & Corporate Governance Committee Member | $5,000 | $5,000 | — |
| Nominating & Corporate Governance Committee Chair | $10,000 | $10,000 | — |
| Compensation Committee Chair | $15,000 | $15,000 | $18,000 |
| Compensation Committee Member | $7,500 | $7,500 | $9,000 |
| Audit Committee Member | $10,000 | $10,000 | — |
| Audit Committee Chair | $20,000 | $20,000 | — |
| Board Chair | $30,000 | $40,000 | — |
| Note: Aug 1, 2024 adjustments brought retainers to market median; Jan 1, 2025 increased Compensation Committee fees . |
Performance Compensation
| Equity Element | Grant/Policy | Vesting | 2024 Grant-Date Fair Value / Units |
|---|---|---|---|
| Initial RSU Grant | 100,000 RSUs at appointment/election | Vests annually over 3 years, subject to service | Policy-level; individual grant timing per initial election |
| Annual RSU Grant | 50,000 RSUs at each annual meeting (if not receiving initial award) | Vests fully on earlier of 1st anniversary or next annual meeting, subject to service | $121,500 fair value for 2024 director RSU award (Johnson) |
| Change-of-Control (Sale Event) | All outstanding director equity awards | Full vesting and non-forfeitability upon Sale Event | Policy-level acceleration |
| Clawback Policy | Company-wide incentive compensation | Compensation Committee oversees application | Policy exists; governance practice |
- No director-specific performance metrics (e.g., revenue/EBITDA/TSR goals) are disclosed for RSU awards; director equity is time-based to align with stockholder value .
Other Directorships & Interlocks
| Company | Relationship to Xeris | Potential Interlock/Conflict Assessment |
|---|---|---|
| Applied Therapeutics (Executive Chairman) | Biopharma peer | Overlapping industry; no disclosed related-party transactions with Xeris |
| Reaction Biology (Director; former CEO) | Preclinical CRO/service provider | Could become a vendor relationship; Audit Committee pre-approves related-party transactions; none disclosed ≥$120k since 1/1/2024 |
| Verastem Oncology (Director) | Biopharma peer | Overlapping therapeutic space; no related-party transactions disclosed |
| AxoGen (Director) | Medtech/biologics | Different segment; no related-party transactions disclosed |
Expertise & Qualifications
- Decades of biopharma leadership across commercialization, oncology franchises, and corporate turnarounds (Dendreon, ImClone, Johnson & Johnson, Eli Lilly) .
- Extensive board governance experience across public biopharma companies and industry associations (PhRMA, BIO) .
- Education: B.S., East Stroudsburg University of Pennsylvania .
- Committee service at Xeris focused on Nominating & Corporate Governance, including oversight of ESG initiatives and board evaluations .
Equity Ownership
| Metric | Value | Detail |
|---|---|---|
| Shares Beneficially Owned | 1,108,680 | <1% of outstanding (156,384,578 shares) |
| Breakdown (footnote 14) | 840,983 common; 267,697 options/RSUs exercisable/vesting within 60 days | As of April 14, 2025 |
| Director Stock Ownership Guidelines | 3x annual cash retainer; counts RSUs (vested/unvested) | All non-employee directors compliant or within grace period as of 12/31/2024; 50% retention until guidelines met |
| Hedging/Pledging | Prohibited as governance practice | Company indicates “No hedging,” “No pledging” |
Governance Assessment
- Independence and committee effectiveness: Johnson is independent and serves on the Nominating & Corporate Governance Committee, which met four times and oversees director selection, governance guidelines, and ESG—supportive of board effectiveness .
- Engagement: Board met seven times in 2024; Johnson attended the annual meeting and met the ≥75% attendance threshold (only Dr. Sherman fell below) .
- Pay and alignment: 2024 director compensation comprises $55,000 cash and $121,500 RSU grant-date fair value under a policy emphasizing time-based equity and guideline-aligned retention; change-of-control accelerates vesting, which is standard but reduces performance linkage at sale events .
- Ownership and compliance: Johnson holds 1,108,680 shares (including options/RSUs within 60 days) and is within the board’s ownership guidelines framework; broad anti-hedging/pledging and retention rules strengthen alignment .
- Conflicts and related-party exposure: Company discloses no related-party transactions ≥$120,000 since Jan 1, 2024; Audit Committee reviews and must approve any related-party transactions, mitigating interlock risks from Johnson’s external biopharma/CRO roles .
- Red flags: The company reported three inadvertent late Forms 4, including for John Johnson, tied to settlement of contingent value rights—administrative in nature but a procedural lapse to monitor . Multiple external board commitments could present time/attention risks; continued attendance and committee engagement partly offset this concern .
Overall signal: Independent, engaged director with deep biopharma governance and operating experience; compensation structure is equity-heavy and guideline-driven, with limited evidence of conflicts or related-party dealings. Monitor procedural compliance (Section 16 timeliness) and interlocks as the company grows.