Xeris Biopharma Holdings, Inc. (XERS): director Menassie Taddese elected to the board

Events in this filing

Item 5.02 as filed

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Director Menassie Taddese
Effective as of November 2, 2026 (the “Effective Date”), the Board of Directors (the “Board”) of Xeris Biopharma Holdings, Inc. (the “Company”) increased the size of the Board from eight (8) to nine (9) members, thereby creating a vacancy on the Board, and appointed Menassie Taddese to fill such vacancy. Mr. Taddese will serve as a Class II director and his term will expire at the Company’s 2029 annual meeting of stockholders and until his successor is duly elected and qualified, or until his earlier death, resignation, or removal. Mr. Taddese was also appointed to serve as a member of the Board’s Audit Committee, effective as of the Effective Date.
Mr. Taddese has served as a senior advisor at Emerging Markets Intelligence & Research (“EMIR”), an advisory and research firm based in Dubai, United Arab Emirates, since March 2023. He previously served as President, Emerging Markets at Viatris Inc. (“Viatris”), a global healthcare company, from November 2020 to December 2022. Prior to Viatris, Mr. Taddese held various positions of increasing responsibility at Pfizer Inc. from June 1997 to November 2020, including in corporate and treasury functions and in senior finance, commercial and general management roles. Mr. Taddese currently serves on the board of directors of Medexus Pharmaceuticals Inc., a specialty pharmaceutical company listed on the Toronto Stock Exchange, where he chairs the audit committee. He is also a member of the Business Council for International Understanding. Mr. Taddese holds an M.B.A. from the Smeal College of Business at Pennsylvania State University and a B.S. from Virginia Polytechnic Institute and State University, and has completed an Executive Leadership, Strategy, and Digital program at Columbia Business School.
There is no arrangement or understanding between Mr. Taddese and any other person pursuant to which Mr. Taddese was selected as a director, and there are no family relationships between Mr. Taddese and any of the Company’s directors or executive officers. The Board has affirmatively determined that Mr. Taddese qualifies as independent under Nasdaq listing standards, including the heightened independence requirements for audit committee members under Nasdaq Listing Rule 5605(c)(2) and Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and there are no transactions to which the Company is a party and in which Mr. Taddese has a direct or indirect material interest that requires disclosure under Item 404(a) of Regulation S-K.
In connection with his appointment, Mr. Taddese was granted an initial equity award consisting of options to purchase shares of the Company’s common stock and restricted stock units having a combined aggregate grant date fair value of approximately $450,000 under the Company’s non-employee director compensation program (the “Compensation Program”), including cash compensation as described in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission (the “SEC”) on April 23, 2026, which is incorporated herein by reference. Pursuant to the Compensation Program, beginning on the date of the Company’s 2027 annual meeting of stockholders and thereafter, Mr. Taddese will be eligible to receive an annual equity grant, consisting of options to purchase shares of the Company’s common stock and restricted stock units with an aggregate grant date fair value approximately equal to $300,000. Under the Compensation Program, initial equity awards vest in three equal annual installments on the first three anniversaries of the grant date, and 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.
Mr. Taddese and the Company have entered into a standard indemnification agreement, substantially similar to the Company’s form of director indemnification agreement, a copy of which was filed as Exhibit 10.14 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 2, 2026, and is incorporated herein by reference.