John Shannon
Xeris Biopharma HoldingsAbout John Shannon
John Shannon, age 63, has served as Chief Executive Officer and a director of Xeris Biopharma since August 2024, after serving as President and COO from October 2021 to August 2024; he joined Xeris in 2017 as COO and holds a B.S. in Biology (microbiology emphasis) from Western Illinois University . Under his tenure and prior leadership roles, Xeris has highlighted strong revenue momentum: 2023 total revenue reached $163.9 million and exceeded internal goals , Q2’24 revenue was anticipated to exceed $47 million (+23% YoY) , Q1’25 revenue grew 48% YoY to $60.1 million (Recorlev +141% YoY) , and 2025 revenue guidance is $260–$275 million with a commitment to remaining adjusted EBITDA positive . The 2024 say‑on‑pay received ~89.6% support, signaling broad investor approval of pay design .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Xeris Biopharma | CEO and Director | Aug 2024–present | CEO/board leadership following internal succession; continued execution on growth |
| Xeris Biopharma | President & COO | Oct 2021–Aug 2024 | Led operations during Strongbridge integration; positioned for CEO transition |
| Xeris Pharmaceuticals, Inc. | COO; later also President | Feb 2017–Aug 2020 (COO); Aug 2020–Oct 2021 (President) | Built commercial/operational platform ahead of holdco formation |
| Catheter Connections, Inc. | CEO and Director | 2015–2016 (to acquisition) | CEO/board role through sale of the company |
| Durata Therapeutics | Chief Commercial Officer | 2012–2014 (to acquisition) | Led commercial strategy until acquisition |
| Baxter BioScience | VP & General Manager | 2002–2012 | Senior P&L/operations roles in biopharma |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Catheter Connections, Inc. | Director (in addition to CEO role) | 2015–2016 | Board oversight through company sale |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of salary) | Actual Bonus Paid ($) |
|---|---|---|---|
| 2024 | 629,193 | CEO target 65% effective Aug 1, 2024; prior target 50% before promotion | 433,475 (includes prorated amounts across roles) |
| 2023 | 571,411 | 50% | 343,949 |
| 2022 | 549,433 | — | 275,600 |
Notes:
- Effective on appointment to CEO (Aug 1, 2024), base salary was set to $680,000 and target annual incentive increased to 65% of salary .
- 2024 annual incentive for the CEO was 120% of target (corporate achievement 110% plus +10% recognition), prorated for pre‑promotion period .
Performance Compensation
Annual cash incentive (2024) design and payout:
| Component | Metric(s) | Weighting | Target | Actual/Score | Payout Mechanics |
|---|---|---|---|---|---|
| Corporate objectives (CEO) | Profitability, growth, innovation, enterprise development, people | 100% (CEO award fully corporate) | 100% | 110% corporate achievement; Committee added +10% for leadership in transition → 120% payout | CEO payout = corporate result (plus 10% recognition for 2024) |
Equity awards granted in 2024:
| Grant Date | Instrument | Shares/Units (#) | Exercise/Base Price ($) | Vesting | Grant Date Fair Value ($) |
|---|---|---|---|---|---|
| 1/31/2024 | RSUs | 750,000 | — | Time‑based; vests in three equal annual installments | 1,845,000 |
| 8/1/2024 | RSUs | 250,000 | — | Time‑based; vests in three equal annual installments | 607,500 |
| 8/1/2024 | SARs (cash‑settled) | 300,000 | 2.43 | Cliff vests in full on 2nd anniversary; settles in cash | 309,037 |
Equity Ownership & Alignment
| As of | Total Beneficial Ownership (#) | % of Shares Outstanding | Components |
|---|---|---|---|
| April 14, 2025 | 1,315,638 | <1% (out of 156,384,578 shares) | 887,118 common shares; 428,520 options exercisable within 60 days |
Additional alignment policies:
- Anti‑hedging and pledging: Company policy prohibits hedging and prohibits any pledging of company securities by directors and officers .
- Director stock ownership guidelines: Non‑employee directors must attain holdings equal to 3x annual cash retainer within 5 years; all non‑employee directors were compliant or within the grace period as of Dec 31, 2024 .
- Executive pay mix: Target pay mix highlights 82% variable “at‑risk” for CEO (illustrative mix disclosed), aligning pay with performance .
Vesting supply considerations:
- RSUs vest in equal annual installments over three years from each grant date (i.e., anticipated vesting events in 2025–2027 for both January and August 2024 RSU grants) .
- SARs vest and automatically exercise on the second anniversary (August 1, 2026) and settle in cash, which limits open‑market selling pressure from this award .
Employment Terms
| Term | Key Provision |
|---|---|
| Status/Term | At‑will; second amended and restated employment agreement effective Aug 1, 2024 . |
| Base/Target Bonus | Base salary $680,000; target annual incentive 65% of salary . |
| Severance (non‑CIC) | 1.5x salary+target bonus; pro‑rata bonus; up to 18 months COBRA reimbursement; installments per payroll; subject to release . |
| Severance (CIC within 12 months) | 2.0x salary+target bonus (paid in lump sum per proxy); pro‑rata bonus; 18 months COBRA; outplacement up to 3 months; time‑based equity vests immediately; option exercise window to earlier of expiry or 24 months; subject to release . |
| Estimated payouts (as of 12/31/24) | Non‑CIC: $1,682,110 total; CIC termination: $7,885,521 total (includes RSU acceleration $5,367,499; SARs $288,000; healthcare $50,110; other perqs $3,912) . |
| Clawback | Incentive compensation recoupment policy for accounting restatements . |
| Hedging/Pledging | Prohibited for all directors/officers/employees . |
| Non‑compete/Non‑solicit | Employment agreements reaffirm confidentiality, IP assignment, non‑compete and non‑solicit obligations (restrictive covenants) . |
Board Governance
- Role: Director (Class III); term expires at the 2027 annual meeting; CEO since Aug 2024 .
- Board leadership: Independent Chair (Marla S. Persky) since Aug 2024, separating Chair/CEO roles and mitigating dual‑role concerns .
- Committees: Audit (Kong, Persky, Schmid→Brady as incoming chair), Compensation (Bormann [chair], Halkuff, Schmid, Sherman), Nominating & Corporate Governance (Halkuff [chair], Bormann, Johnson, Persky, Sherman); CEO is not listed on standing committees .
- Attendance: Board met 7 times in 2024; all directors attended ≥75% of applicable meetings except one director (Dr. Sherman) who attended 71% .
Performance & Track Record
| Period/Context | Highlight |
|---|---|
| 2023 execution | Corporate objectives largely exceeded; revenue $163.9m at top of guidance; strong cash position; 120% corporate achievement for bonus . |
| CEO transition (2024) | CEO succession announced with Q2’24 revenue anticipated >$47m (+23% YoY); Board cited “solid financial position” and strong growth . |
| Q1 2025 results | Total revenue $60.1m (+48% YoY); Recorlev +141% YoY; tightened 2025 revenue guidance to $260–$275m; commitment to adjusted EBITDA positivity . |
Say‑on‑Pay, Peer Practices, and Governance
- Say‑on‑Pay: 2024 proposal received ~89.6% support; committee determined no material changes were necessary at that time .
- Consultant/peer input: Compensation Committee engages Aon and references peer data in setting pay (including 2024 promotion terms) .
- Practices: Double‑trigger CIC; no excise tax gross‑ups; no hedging/pledging; no option/SAR repricing without shareholder approval; majority of pay is at‑risk .
Compensation Structure Analysis
- Cash versus equity mix: CEO pay is predominantly variable (82% at‑risk), balancing annual cash incentives with multi‑year RSUs and SARs to align with long‑term value creation .
- Shift in equity vehicles: 2024 promotion added time‑based RSUs and cash‑settled SARs; no PSUs disclosed, which reduces performance‑contingent risk relative to options/PSUs but maintains retention and stock‑price linkage .
- Performance linkage: Annual incentives tied to corporate strategic objectives (profitability, growth, innovation, enterprise development, people); CEO payout entirely corporate, with targeted adjustments for leadership in transition (10% in 2024) .
- Risk controls: Robust clawback; anti‑hedging/pledging; no repricing; independent chair and independent committees provide oversight .
Equity Ownership & Selling Pressure Outlook
- Beneficial ownership: 1,315,638 shares (<1%), including 428,520 options exercisable within 60 days of April 14, 2025 .
- Upcoming vesting cadence: RSUs from Jan 31, 2024 (750k) and Aug 1, 2024 (250k) vest in equal annual tranches over three years (2025–2027), implying recurring vesting events; SARs (300k) vest in Aug 2026 and settle in cash (no share sales) .
- Pledging/hedging: Prohibited, reducing risk of forced or hedged share sales .
Employment & Contracts
- Severance design: CEO severance elevated relative to other NEOs (1.5x non‑CIC, 2.0x CIC) with pro‑rata bonus and healthcare continuation; double‑trigger equity acceleration enhances retention but also increases CIC costs .
- Quantified CIC exposure: As of 12/31/24, estimated CEO CIC package ~$7.89m primarily due to equity acceleration, with non‑CIC ~$1.68m .
- Restrictive covenants: Confidentiality, IP assignment, non‑compete and non‑solicit reaffirmed in employment agreements .
Board Service (Director‑Specific)
- Class/tenure: Class III director since Aug 2024; term through 2027 .
- Independence: CEO‑director status raises standard independence considerations; mitigated by having an independent Chair since Aug 2024 .
- Committees: Not listed as a member of Audit, Compensation, or Nominating & Corporate Governance in the proxy’s committee rosters .
- Attendance: Board‑level attendance expectations met by all but one director in 2024; board met 7 times .
Investment Implications
- Alignment: High at‑risk pay (82% for CEO) and corporate‑objective‑based annual incentives support pay‑for‑performance; anti‑hedging/pledging and a clawback strengthen alignment and risk management .
- Near‑term supply: RSU tranches from 2024 awards vest annually through 2027, creating periodic potential selling windows; SARs are cash‑settled (no direct share supply) .
- Retention/CIC: Elevated CEO severance (1.5x/2.0x) and double‑trigger equity acceleration improve retention but increase CIC transaction costs; as of 12/31/24, estimated CIC value ~$7.9m largely from equity acceleration .
- Execution/growth: Company is guiding to $260–$275m 2025 revenue with adjusted EBITDA positivity; strong Q1’25 growth and Recorlev acceleration bolster credibility of operating plan under Shannon .
- Governance: Separation of Chair/CEO and independent committees mitigate CEO‑director independence concerns; 2024 SoP support (~89.6%) indicates investor acceptance of the current pay framework .