Independent
Tenure on this board
4.7 yrs
2 nominees · 3 ballot items.
Vote to elect two Class II directors (Dawn Halkuff and John Johnson), ratify Ernst & Young LLP as independent auditors for fiscal 2026, and approve on a non-binding advisory basis the compensation of named executive officers (Say-on-Pay).
Elect Dawn Halkuff and John Johnson as Class II directors to serve three-year terms ending at the 2029 Annual Meeting.
Ratify the appointment of Ernst & Young LLP as Xeris’ independent registered public accounting firm for the fiscal year ending December 31, 2026.
Advisory (non-binding) vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This proposal requests a non-binding, advisory ‘say-on-pay’ approval of the company’s disclosed 2025 executive compensation program for named executive officers, encompassing base salaries, annual cash incentives, and long-term equity awards. Management seeks investor endorsement to validate its pay-for-performance philosophy, which it says is designed to align executive incentives with the creation of long-term stockholder value, to attract and retain key talent, and to reflect competitive market practices determined with an independent compensation consultant. The Compensation Committee reports that a substantial majority of executive pay is variable and at-risk, with equity incentives (RSUs and SARs) and annual incentives tied to corporate and individual objectives, and that the committee used peer benchmarking and consultant analysis in setting target pay and awards. The board frames this advisory vote as a broad approval of overall compensation philosophy and disclosures rather than any single element, noting the vote is non-binding but will inform future compensation decisions. Key contextual factors include the Company’s reported strong 2025 operational and financial performance (revenue growth, adjusted EBITDA positivity, and progress on pipeline programs) that management cites as justification for awarded pay and equity grants. The Compensation Committee emphasizes governance safeguards—an independent committee, independent consultant, clawback policy, anti-hedging/pledging restrictions, and multi-year vesting—to mitigate excessive risk-taking. Dissenting investors may focus on the magnitude and structure of equity awards (large RSU and SAR grants to executives), potential dilution under equity plans, and the non-binding nature of the vote, while management notes responsiveness to prior say-on-pay results and continued shareholder engagement. A sophisticated assessment should weigh the committee’s rationale and governance protections against the scale of compensation relative to company size and shareholder dilution, the alignment of award performance metrics with long-term value creation (e.g., revenue, EBITDA, pipeline milestones), and the fact that the outcome is advisory but likely influential on future compensation governance.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | D. E. Shaw Co., Inc.Activist | 4.11% | 7,092,767 | $41M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 4.04% | 6,980,882 | $40M |
| 3 | BlackRock, Inc. | 3.73% | 6,446,159 | $37M |
| 4 | BlackRock, Inc. | 2.73% | 4,720,773 | $27M |
| 5 | STATE STREET CORP | 2.70% | 4,658,174 | $27M |
| 6 | Qube Research Technologies Ltd | 2.38% | 4,114,425 | $24M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.15% | 3,718,414 | $22M |
| 8 | Rosalind Advisors, Inc. | 1.87% | 3,231,700 | $19M |
| 9 | VANGUARD PORTFOLIO MANAGEMENT LLC | 1.54% | 2,665,608 | $15M |
| 10 | MILLENNIUM MANAGEMENT LLC | 1.31% | 2,265,974 | $13M |
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