Marla Persky
Xeris Biopharma HoldingsAbout Marla Persky
Independent Chair of the Board at Xeris Biopharma Holdings (XERS). Age 69; director since October 2021 (via Strongbridge acquisition) and Chair since August 2024. Education: B.S.S. in Speech Sciences (Northwestern University) and J.D. (Washington University School of Law). Prior roles include SVP, General Counsel & Corporate Secretary at Boehringer Ingelheim (2005–2013) and 19 years in legal/business roles at Baxter International; CEO/President of WOMN LLC since 2014 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Boehringer Ingelheim Corporation | SVP, General Counsel & Corporate Secretary | 2005–2013 | Not disclosed |
| Baxter International Inc. | Legal and business roles | 19 years (prior to 2014) | Not disclosed |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WOMN LLC | CEO & President | 2014–present | Consulting and coaching; governance expertise |
| Revolo Biotherapeutics Limited | Director | Since July 2021 | Not disclosed |
| Panavance Therapeutics, Inc. | Director | Oct 2021–Feb 2025 | Not disclosed |
Board Governance
- Current role: Independent Chair of the Board; CEO and Chair roles separated to reinforce independent oversight .
- Committees: Audit Committee member; Nominating & Corporate Governance Committee member .
- Independence: Board determined all non-employee directors (including Persky) are independent under Nasdaq/SEC rules .
- Attendance: Board met 7 times in 2024; all directors met ≥75% attendance except Dr. Sherman (71%). Persky attended the 2024 annual meeting .
- Stock ownership guidelines: Non-employee directors must hold shares equal to 3x annual cash retainer within 5 years; all directors in compliance or within the grace period as of Dec 31, 2024 .
- Risk oversight: Audit Committee reviews cybersecurity and other risk domains; committee chairs report to the full Board .
Fixed Compensation
| Component | Amount (2024) | Notes |
|---|---|---|
| Board member annual cash retainer | $50,000 | Standard non-employee director retainer |
| Board Chair supplemental retainer | $30,000 (1/1–7/31/2024); $40,000 (8/1–12/31/2024) | Increased Aug 1, 2024 to align with market median |
| Audit Committee member | $10,000 | Annual member fee |
| Nominating & Corporate Governance Committee member | $5,000 | Annual member fee |
| Total fees earned (Persky, 2024) | $87,083 | Reported cash fees actually paid |
Program change: Effective Jan 1, 2025, Compensation Committee chair/member fees increased to $18,000/$9,000 (Persky is not on Comp Committee) .
Performance Compensation
| Item | Detail |
|---|---|
| Annual equity grant for directors | 50,000 RSUs at each annual meeting; vests in full by the earlier of the first anniversary or the next annual meeting, subject to service |
| Initial grant for new directors | 100,000 RSUs; vest annually over 3 years, subject to service |
| Change-in-control | All outstanding non-employee director equity awards fully vest and become non-forfeitable upon a Sale Event |
| Award cadence (Persky) | RSU awards on June 5, 2024 (50,000) and June 4, 2025 (50,000) per Form 4 filings and policy |
| Hedging/pledging | Prohibited by insider trading policy; comprehensive clawback policy applies (company-wide governance practice) |
No director performance metrics (revenue/EBITDA/TSR) are tied to director compensation; RSUs are time-based and intended to align interests with shareholders .
Other Directorships & Interlocks
- Interlock: Persky and James Brady both served on Panavance Therapeutics’ board contemporaneously (Brady Oct 2021–Feb 2025; Persky Oct 2021–Feb 2025), creating a network interlock outside Xeris . No related-party transactions with Panavance or other entities were disclosed in 2024–2025 .
- Additional director boards at Xeris (peers): Several Xeris directors serve on other public company boards (e.g., Labcorp, Larimar Therapeutics), but no conflicts or related-party transactions exceeding $120,000 were reported .
Expertise & Qualifications
- Legal and governance: Former GC/Corporate Secretary at Boehringer; extensive governance/boardroom experience; law degree (Washington University) and legal leadership across pharma and medtech .
- Industry experience: Multi-decade experience in life sciences (Boehringer, Baxter) and advisory/consulting roles via WOMN LLC .
- Board leadership: Independent Chair since Aug 2024; experience leading risk oversight and governance processes at Xeris .
Equity Ownership
| Measure | Amount |
|---|---|
| Beneficial ownership (total) | 200,976 shares (less than 1%) |
| Owned directly | 57,500 shares |
| Options/RSUs counted (≤60 days) | 137,106 shares underlying options/RSUs |
| Trust holdings | 6,370 shares held by Marla Susan Persky 2000 Revocable Trust (disclaimed beneficial ownership) |
| Shares outstanding reference | 156,384,578 (as of April 14, 2025) |
| Ownership % of outstanding | ~0.13% (=200,976 / 156,384,578) |
Insider trades (Form 4):
| Date (txn) | Type | Shares | Price | Post-transaction ownership | Source |
|---|---|---|---|---|---|
| 2024-06-05 | Award (RSU grant) | 50,000 | $0.00 | 107,500 | |
| 2025-06-04 | Award (RSU grant) | 50,000 | $0.00 | 157,500 | |
| 2025-09-11 | Sale | 15,500 | $7.7168 | 142,000 |
Holdings as of 12/31/2024: Options 87,106; RSUs 50,000 (aggregate non-employee director holdings table) .
No pledging/hedging reported; company policy prohibits both for directors and officers .
Governance Assessment
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Strengths
- Independent Chair separates oversight from management; enhances board effectiveness and investor confidence .
- Committee service on Audit and Nominating/Governance supports risk oversight and governance rigor; board attendance met policy thresholds; annual meeting participation in 2024 .
- Director pay structure is balanced (cash retainer + time-based RSUs), with change-in-control acceleration clearly disclosed; stock ownership guidelines drive alignment .
- Robust governance practices (clawback, anti-hedging/pledging, no option repricing, no excise tax gross-ups; say-on-pay support 89.6%) indicate shareholder-friendly posture .
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Potential Watch Items
- External interlock with James Brady at Panavance ended Feb 2025; monitor future interlocks for perceived influence or information flow risks, though no related-party transactions were disclosed .
- Small open-market sale (15,500 shares) in Sep 2025 reduced holdings to 142,000, but ongoing RSU awards and ownership guidelines suggest continued alignment; monitor for any pattern of net selling over time .
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Conflicts/Related Parties
- Company’s related-person transaction policy requires Audit Committee review; no transactions >$120,000 involving directors were disclosed since Jan 1, 2024 .
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Overall
- Persky’s legal/governance background, independent chair role, and committee assignments support board effectiveness. Compensation and ownership policies show strong alignment with shareholders; minimal red flags identified in disclosures and recent filings .