DEF 14A: Xeris Biopharma Holdings Seeks Stockholder Approval for Director Elections, Auditor Ratification, Executive Compensation, and ESPP Amendment

Xeris Biopharma Holdings is holding its 2024 Annual Meeting of Stockholders to vote on key proposals including the election of directors, ratification of the auditor, executive compensation, and an amendment to the Employee Stock Purchase Plan.

Summary

• Xeris Biopharma Holdings is convening its 2024 Annual Meeting of Stockholders on June 5, 2024, to address several key proposals.
• Stockholders will vote to elect three Class III directors (Paul Edick, Ricki Fairley, and Marla Persky) for terms ending in 2027.
• They will also ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2024.
• An advisory vote will be held on the preferred frequency of future stockholder votes on executive compensation, with the board recommending an annual vote.
• Stockholders will also vote on a non-binding advisory basis, to approve the compensation of the named executive officers.
• A key proposal involves amending the Xeris Pharmaceuticals, Inc. 2018 Employee Stock Purchase Plan (ESPP) to remove the evergreen provision and increase the number of shares available by 6,636,632.
• The total shares reserved for issuance under the amended ESPP would be 8,854,709.
• The board recommends voting in favor of all proposals.
• The company generated approximately $163.9 million in total revenue in 2023.
• The company ended with a cash balance of $72.5 million and was cash flow positive in the fourth quarter.

Sentiment

Score: 8

Explanation: The document presents a positive outlook with strong financial performance and strategic advancements, although it also includes standard risk disclosures.

Positives

• The company is taking steps to increase accessibility and encourage participation from stockholders by holding a virtual annual meeting.
• The company is seeking to amend the ESPP to provide employees with a continuing opportunity to acquire shares of our common stock, which gives employees a stake in our growth, and will enable us to attract, retain and motivate valued employees.
• The company generated approximately $163.9 million in total revenue in 2023.
• The company ended with a cash balance of $72.5 million and was cash flow positive in the fourth quarter.
• The company exceeded $10.5 million in partnership revenue in 2023.
• The company's 2023 stock price has outperformed most of its peers and relevant indices.

Risks

• The document includes forward-looking statements that are subject to risks and uncertainties, as detailed in the company's 2023 Annual Report on Form 10-K.
• Actual results could differ materially from management's current expectations.

Future Outlook

The company is advancing multiple pipeline products and platforms, and entered into two potentially consequential new partnership arrangements during 2023.

Industry Context

The document benchmarks executive compensation against programs available to executive officers in comparable roles at peer companies in the life sciences industry.

Comparison to Industry Standards

• The Compensation Committee benchmarks cash and equity incentive compensation against programs available to executive officers in comparable roles at peer companies.
• The peer group was developed from commercial biopharma companies with market capitalizations of up to $1.5 billion and headcount up to 1,000 employees.
• The 2023 peer group consisted of 16 companies including Aclaris Therapeutics, Collegium Pharmaceutical, Rhythm Pharmaceuticals, Amryt Pharma, Corbus Pharmaceuticals, Syndax Pharmaceuticals, Aquestive Therapeutics, Kala Pharmaceuticals, Tricida, Ardelyx, Kura Oncology, UroGen Pharma, Clovis Oncology, Ocular Therapeutix, Coherus BioSciences, and Paratek Pharmaceuticals.

Related Party Transactions

• On November 22, 2022, we entered into a research collaboration and option agreement with Horizon Therapeutics plc, or Horizon.
• A payment of $6.0 million was recognized in 2023 in connection with the achievement of the minimally acceptable target product profile by a reformulated product generated through the research program.
• On January 8, 2024 Horizon exercised the option to continue development of and commercialize the reformulated product, and we entered into a license agreement with Horizon on January 10, 2024 pursuant to which we may also be entitled to receive additional development and regulatory milestones and royalties on future sales.
• Jeffrey Sherman, M.D., FACP, a member of our board of directors, was until November 2023 the executive vice president and chief medical officer of Horizon Therapeutics plc.
• In January 2022, we entered into a Securities Purchase Agreement with Armistice Capital Master Fund Ltd., or Armistice, one of our 5% stockholders, pursuant to which we issued to Armistice in a private placement, or the Private Placement, 10,238,908 shares of our common stock and warrants to purchase 5,119,454 shares of common stock at an exercise price of $3.223 per share, resulting in aggregate gross proceeds of approximately $16.5 million if fully exercised.

Stakeholder Impact

• Approval of the ESPP amendment will benefit employees by providing them with a continuing opportunity to acquire shares of our common stock, which gives employees a stake in our growth, and will enable us to attract, retain and motivate valued employees.
• The election of directors will impact the leadership and strategic direction of the company, affecting shareholders and other stakeholders.
• The advisory vote on executive compensation allows shareholders to express their views on the company's pay practices.
• The company's financial performance and strategic advancements will impact shareholders, employees, and other stakeholders.

Next Steps

• Stockholders are encouraged to vote on the proposals outlined in the proxy statement.
• The company will announce preliminary voting results at the Annual Meeting and publish final results in a Current Report on Form 8-K.

Key Dates

Keywords

Annual Meeting, Proxy Statement, Board of Directors, Executive Compensation, Stockholders, ESPP, Directors, Auditor, Xeris Biopharma