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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 28, 2025

XERIS BIOPHARMA HOLDINGS, INC.

(Exact name of registrant as specified in its charter)
Delaware 001-40880 87-1082097
(State or other jurisdiction of
incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)

1375 West Fulton Street, Suite 1300
Chicago, Illinois 60607
(Address of principal executive offices, including zip code)

(844) 445-5704
(Registrant's telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.0001 per share XERS The Nasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Director Ricki Fairley
On March 28, 2025, Ms. Ricki Fairley, a director of Xeris Biopharma Holdings, Inc. (the “Company”), notified the Company of her decision to resign from the Board of Directors (the “Board”) of the Company, effective as of March 28, 2025. Ms. Fairley’s resignation was not because of any disagreement with the Company or its management on any matter relating to the Company’s operations, policies, or practices.
Retirement of Director John Schmid
On March 28, 2025, Mr. John Schmid informed the Board of his decision to not stand for reelection as a director at the Company’s 2025 annual meeting of stockholders (the “2025 Annual Meeting”). Mr. Schmid’s current term will expire at the 2025 Annual Meeting. Mr. Schmid’s decision to not stand for reelection was not because of any disagreement with the Company or its management on any matter relating to the Company’s operations, policies, or practices.
Appointment of Director James Brady
On March 28, 2025, the Board appointed Mr. James Brady to the Company’s Board, effective on such date. Mr. Brady will serve as a Class I director and his term will expire at the 2025 Annual Meeting, or until his earlier death, resignation, or removal. Subject to his reelection as a director at the 2025 Annual Meeting, Mr. Brady was also appointed to serve as Chair of the Board’s Audit Committee, effective immediately following the 2025 Annual Meeting.
From 1988 to 2018, Mr. Brady served in multiple leadership roles of increasing responsibility for AstraZeneca prior to his retirement in 2018. His more than thirty years of progressive experience at AstraZeneca included successful national, regional and global finance roles in corporate operations, manufacturing, commercial, marketing, market access, audit, international business, and biologics discovery and development. He most recently served as Chief Financial Officer of MedImmune, the biologics discovery and development division of AstraZeneca, from 2013 to 2018. During his tenure at MedImmune, biologics grew to represent more than half of the product development portfolio of AstraZeneca and five biologics were successfully brought to market. Since March 2022, Mr. Brady has served as a member of the board of directors and as a member of the audit committee of the board of directors of Verona Pharma plc. From October 2021 to February 2025, Mr. Brady served as a director of Panavance Therapeutics, Inc. Mr. Brady is a Certified Public Accountant and previously worked at Arthur Andersen & Company. He holds a B.S. in Accounting from Saint Joseph’s University and an MBA from Drexel University.
There is no arrangement or understanding between Mr. Brady and any other person pursuant to which Mr. Brady was selected as a director. The Board has affirmatively determined that Mr. Brady qualifies as independent under Nasdaq listing standards and has no material direct or indirect interest in a related party transaction that requires disclosure under Item 404(a) of Regulation S-K.
Mr. Brady will be eligible to receive compensation in respect of his Board service under the Company’s non-employee director compensation program, including cash compensation as described in the Company's Definitive Proxy Statement on Schedule 14A, filed on April 23, 2024, an initial equity grant upon election or appointment to the Board, comprised of 100,000 restricted stock units, and, commencing in the year following the initial equity grant, an annual equity grant comprised of 50,000 restricted stock units. Under the Company's non-employee director compensation program, initial equity grants vest in three equal annual installments on the first three anniversaries of the grant date, annual equity grants vest in full on the earlier to occur of the first anniversary of the grant date or the date of the next annual meeting of stockholders, in each case subject to the non-employee director's continued service to the Board through the applicable vesting date. On March 28, 2025, Mr. Brady was granted an initial equity grant of 100,000 restricted stock units under the Company’s 2018 Stock Option and Incentive Plan.
Mr. Brady and the Company have entered into an indemnification agreement (the “Indemnification Agreement”) which will provide indemnification protection for Mr. Brady in connection with his service as a director of the Company. The Indemnification Agreement is substantially similar to the form filed as Exhibit 10.14 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed on March 6, 2025 and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
A press release regarding the resignation of Ms. Fairley as a director, retirement of Mr. Schmid as a director, and the appointment of Mr. Brady as a director is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and shall not be deemed incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.



Item 9.01  Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number
Description
99.1
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 28, 2025 Xeris Biopharma Holdings, Inc.
By: /s/ Steven M. Pieper
Name: Steven M. Pieper
Title: Chief Financial Officer





EX-99.1 2 pressreleasedatedmarch2820.htm EX-99.1 Document
Exhibit 99.1


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XERIS ANNOUNCES CHANGES TO ITS BOARD OF DIRECTORS


CHICAGO, IL; March 28, 2025 – Xeris Biopharma Holdings, Inc. (Nasdaq: XERS), a growth-oriented biopharmaceutical company committed to improving patient lives by developing and commercializing innovative products across a range of therapies, today announced changes to its board of directors. Ricki Fairley has resigned from the board in light of other commitments, effective immediately. The Board of Directors has appointed James Brady as a new director of Xeris’ board to fill the vacancy. In addition, John Schmid has decided not to stand for re-election at the Company’s 2025 Annual Stockholders Meeting, at which time the size of the Board will be reduced to eight members.

“I am honored to welcome Jim to our Board of Directors at this pivotal time in Xeris’ growth journey. Jim is a seasoned and savvy business professional deeply steeped in the biopharmaceutical industry with broad-ranging public company financial expertise. He will add to the depth and breadth of our board and will be invaluable as we continue to drive innovation and expand our market presence,” said Marla Persky, Chairperson of the Board of Directors. “On behalf of the entire Board, I’d like to thank John Schmid for his years of dedication to Xeris and excellent contributions to the Board. We also thank Ricki Fairley for her marketing and patient community insights.”

Mr. Brady is an experienced international business executive who served in multiple leadership roles of increasing responsibility for AstraZeneca prior to his retirement. His more than thirty years of progressive experience at AstraZeneca included successful national, regional, and global finance roles in corporate operations, manufacturing, commercial, marketing, market access, audit, international business, and biologics discovery and development. Mr. Brady most recently served as Chief Financial Officer of MedImmune, the biologics discovery and development division of AstraZeneca. He currently serves on the Board of Directors and as a Member of the Audit Committee of Verona Pharma plc (Nasdaq: VRNA). Mr. Brady received his BS in Accounting from Saint Joseph University and his MBA from Drexel University. He is a Certified Public Accountant.

About Xeris
Xeris (Nasdaq: XERS) is a growth-oriented biopharmaceutical company committed to improving patient lives by developing and commercializing innovative products across a range of therapies. Xeris has three commercially available products: Recorlev®, for the treatment of endogenous Cushing’s syndrome; Gvoke®, a ready-to-use liquid glucagon for the treatment of severe hypoglycemia; and Keveyis®, a proven therapy for primary periodic paralysis. Xeris also has a pipeline of development programs led by XP-8121, a Phase 3-ready, once-weekly subcutaneous injection for hypothyroidism, as well as multiple early-stage programs leveraging Xeris’ technology platforms, XeriSol® and XeriJect®, for its partners.

Xeris Biopharma Holdings is headquartered in Chicago, IL. For more information, visit www.xerispharma.com, or follow us on X, LinkedIn, or Instagram.






Forward-Looking Statements
Any statements in this press release other than statements of historical fact are forward-looking statements. Forward-looking statements include, but are not limited to, statements about future expectations, plans and prospects for Xeris Biopharma Holdings, Inc., and other statements containing the words “will,” “would,” “continue,” “expect,” “should,” “anticipate,” and similar expressions, constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on numerous assumptions and assessments made in light of Xeris’ experience and perception of historical trends, current conditions, business strategies, operating environment, future developments, geopolitical factors and other factors it believes appropriate. By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that will occur in the future. The various factors that could cause Xeris’ actual results, performance or achievements, industry results and developments to differ materially from those expressed in or implied by such forward-looking statements, include, but are not limited to, its financial position and need for financing, including to fund its product development programs or commercialization efforts, whether its products will achieve and maintain market acceptance in a competitive business environment, its reliance on third-party suppliers, including single-source suppliers, its reliance on third parties to conduct clinical trials, the ability of its product candidates to compete successfully with existing and new drugs, and its and collaborators’ ability to protect its intellectual property and proprietary technology. No assurance can be given that such expectations will be realized and persons reading this communication are, therefore, cautioned not to place undue reliance on these forward-looking statements. Additional risks and information about potential impacts of financial, operational, economic, competitive, regulatory, governmental, technological, and other factors that may affect Xeris can be found in Xeris’ filings, including its most recently filed Annual Report on Form 10-K filed with the Securities and Exchange Commission, the contents of which are not incorporated by reference into, nor do they form part of, this communication. Forward-looking statements in this communication are based on information available to us, as of the date of this communication and, while we believe our assumptions are reasonable, actual results may differ materially. Subject to any obligations under applicable law, we do not undertake any obligation to update any forward-looking statement whether as a result of new information, future developments or otherwise, or to conform any forward-looking statement to actual results, future events, or to changes in expectations.


Xeris Investor Contact
Allison Wey
Senior Vice President, Investor Relations and Corporate Communications
awey@xerispharma.com