DEF 14A of Emergent BioSolutions Inc.
Filed Mar 21, 2025 · FY20240001367644-25-000080
PROPOSAL 1 — ELECTION OF CLASS I DIRECTORS
PROPOSAL 1 — ELECTION OF CLASS I DIRECTORS
Director Nominees
Director Nominees
Class I Directors—Terms to Expire at the 2025 Annual Meeting
Class I Directors—Terms to Expire at the 2025 Annual Meeting
Class I Directors—Terms to Expire at the 2025 Annual Meeting
| Age: 53 Director Since: 2022 Committees: •Compensation •Nominating and Corporate Governance •Special Transactions (Chair) | Keith Katkin Mr. Katkin has served as a director since April 2022. He previously served as the chief executive officer and as a member of the board of directors of Urovant Sciences Ltd. (“Urovant”), a public biopharmaceutical company, from September 2017 until March 2020. Prior to Urovant, Mr. Katkin served as the president and chief executive officer of Avanir Pharmaceuticals, Inc., a publicly traded biopharmaceutical company, from 2007 to 2016, where he led the growth and ultimate sale of Avanir to Otsuka Pharmaceutical Co., Ltd. Prior to joining Avanir, Mr. Katkin served as the vice president, commercial development for Peninsula Pharmaceuticals, Inc., a privately held biopharmaceutical company, where he played a key role in the concurrent initial public offering and ultimate sale of the company to Johnson & Johnson. Mr. Katkin currently serves on the boards of Eledon Pharmaceuticals, Inc. (chairman) and Syndax Pharmaceuticals, each of which is a publicly traded company, and as an adviser to the board of directors at Urovant. Mr. Katkin has an M.B.A. from the Anderson School at UCLA and a B.S. in business and accounting from Indiana University. Mr. Katkin is also a licensed Certified Public Accountant. Qualifications: We believe Mr. Katkin’s substantial track record of driving growth for pharmaceutical and life sciences companies is invaluable to the company’s mission. |
Class I Directors—Terms to Expire at the 2025 Annual Meeting
| Age: 69 Director Since: 2005 Committees: •Compensation •Nominating and Corporate Governance (Chair) | Ronald Richard Mr. Richard has served as a director since January 2005. Mr. Richard served as the president and CEO of the Cleveland Foundation from June 2003-August 2023 when he retired. From August 2002 to February 2003, Mr. Richard served as president of Stem Cell Preservation, Inc., a start-up medical research company. After leaving Stem Cell Preservation and prior to joining our Board of Directors, Mr. Richard served as a strategic business advisor for IGEN International, Inc., a biotechnology company. Mr. Richard served as chief operating officer of In-Q-Tel, a venture capital fund that provides technologies to the Central Intelligence Agency, from March 2001 to August 2002. Prior to joining In-QTel, Mr. Richard served in various senior management positions at Panasonic, a consumer electronics company. Mr. Richard is a former U.S. diplomat. He served in Osaka/Kobe, Japan and as a desk officer for North Korean, Greek and Turkish affairs at the U.S. Department of State in Washington, D.C. Mr. Richard served as the chairman of the board of trustees, and remains a trustee, of the International Biomedical Research Alliance, an academic joint venture among the NIH, Oxford University and Cambridge University. In addition, Mr. Richard currently serves on the Boards of Trustees of University Hospitals and Case Western Reserve University. He also serves on the board of directors of two medical start-up companies in Cleveland, Ohio: Convelo and Astute Signals. Mr. Richard received an M.A. in international relations from Johns Hopkins University School of Advanced International Studies and a B.A. in history from Washington University. He holds honorary doctorates in humane letters from Notre Dame College and Baldwin Wallace College and an honorary doctorate in science from the Northeast Ohio Medical College. Qualifications: We believe Mr. Richard’s qualifications to serve on our Board of Directors include his past and current industry experience, his prior senior management positions, and positions in the biotechnology industry. |
Class I Directors—Terms to Expire at the 2025 Annual Meeting
| EMERGENT BIOSOLUTIONS INC. | 2025 Proxy Statement | 13 |
Class I Directors—Terms to Expire at the 2025 Annual Meeting
| Age: 76 Director Since: 2016 Committees: •Nominating and Corporate Governance •Scientific Review (Chair) •Quality, Compliance, Manufacturing and Risk Management | Kathryn Zoon, Ph.D. Dr. Zoon has served as a director since November 2016. Dr. Zoon is currently NIAID/NIH Scientist Emeritus, a position she has held since August 2016. Dr. Zoon is also on the Board of Directors of the International Biomedical Research Alliance. Dr. Zoon has been a member of the National Academy of Medicine since 2002 and was also a member of the Division on Earth and Life Studies Committee, National Research Council, from 2015 to 2020. In 2021, Dr. Zoon joined the non-profit organization, International Alliance for Biological Standardization, as a special advisor. She was also a Board member of the FDA Alumni Association from 2017 to 2020. From April 2016 to June 2016, she was Interim Director of the new NIH Office of Research Support and Compliance. She was also Chief of the Cytokine Biology Section in the Division of Intramural Research, National Institute of Allergy and Infectious Diseases (“NIAID”), NIH until July 2016, where she conducted research on human interferon alphas and developed a new cell therapy using IFNs and autologous monocytes and she is still collaborating with the National Cancer Institute on a clinical trial for ovarian cancer. She was previously the Scientific Director and the Director of the Division of Intramural Research at NIAID from 2006 to August 2015 and was the Deputy Director for Planning and Development of the Division of Intramural Research at NIAID, from 2004 to 2006. Dr. Zoon served as the Principal Deputy Director of the Center for Cancer Research at the National Cancer Institute, from 2003 to 2004. She served as the Director of the Center for Biologics Evaluation and Research (“CBER”), Food and Drug Administration (from 1992 to 2003), and a member of the NIH Scientific Directors from 1992 to 2015. Dr. Zoon was the Director of the Division of Cytokine Biology in CBER, from 1988 to 1992. She studied the production and purification of human interferon at NIH from 1975 to 1980. She received her B.S. degree, cum laude, in chemistry from Rensselaer Polytechnic Institute and was granted a Ph.D. in biochemistry from the Johns Hopkins University. Dr. Zoon was an associate editor of the Journal of Interferon Research. She was President of the International Society for Interferon and Cytokine Research from 2000 to 2001. She has served as a member of the World Health Organization’s Expert Committee on Biological Standards for almost two decades. In 2019, Dr. Zoon was honored by Women’s Inc. as one of the most influential corporate board directors. In 2021, Dr. Zoon was inducted into the Rensselaer Polytechnic Institute’s Hall of Fame. Qualifications: We believe Dr. Zoon’s expertise in regulatory matters and product development adds great depth and breadth to our Board of Directors. |
Continuing Directors
Continuing Directors
Class II Directors—Term to Expire at the 2026 Annual Meeting
Class II Directors—Term to Expire at the 2026 Annual Meeting
Class II Directors—Term to Expire at the 2026 Annual Meeting
| Age: 62 Director Since: 2022 Committees: •Special Transactions •Quality, Compliance, Manufacturing and Risk Management (Chair) | Sujata Dayal Ms. Dayal has served as a director since July 2022. She served as vice president and global chief compliance officer of Medline Industries, Inc., from March 2020 through May 2023 and currently provides senior advisory services. Over the last two decades, Ms. Dayal has held roles of growing responsibility in compliance with a focus on healthcare compliance in the pharmaceutical and medical device industry. She previously served as a vice president, healthcare compliance at Johnson & Johnson from 2013 to 2020. Prior to that, she served in senior executive roles in ethics and compliance at Biomet, Inc., and Abbott Laboratories. Ms. Dayal is an attorney by training with expertise in transactional work, regulatory law, privacy and compliance, including healthcare compliance and anti-corruption. She earned her J.D. from Chicago-Kent College of Law, LL.M. from Columbia University School of Law, LL.B. from Rajasthan University Law School in Jaipur, India, and B.A. Honors degree in Political Science from Lady Shri Ram College in New Delhi, India. Qualifications: We believe Ms. Dayal’s expertise in transactional work as well as regulatory and compliance enables her to meaningfully contribute to our Board of Directors. |
Class II Directors—Term to Expire at the 2026 Annual Meeting
| 14 | 2025 Proxy Statement | EMERGENT BIOSOLUTIONS INC. |
Class II Directors—Term to Expire at the 2026 Annual Meeting
| Age: 81 Director Since: 2004 Committees: •Audit and Finance •Scientific Review •Quality, Compliance, Manufacturing and Risk Management | Zsolt Harsanyi, Ph.D. Dr. Harsanyi has served as the chairman of our Board of Directors since April 2022 and as a director since August 2004. Dr. Harsanyi has also served as chairman of the board of N-Gene Research Laboratories, Inc., a privately-held biopharmaceutical company. Prior to that, Dr. Harsanyi served as chief executive officer and chairman of the board of directors of Expo Bio Inc., a private biotechnology company, from December 2004 to February 2011. In January 2016, Dr. Harsanyi returned to ExpoBio Inc. to serve as chairman of the board. Since August 2016, Dr. Harsanyi has been a director of Aptevo Therapeutics Inc., a publicly-traded biotech company which focuses on bringing novel oncology and hematology therapeutics to market. Dr. Harsanyi served as president of Porton International plc, a pharmaceutical and vaccine company, from January 1983 to December 2004. Dr. Harsanyi was a founder of Dynport Vaccine Company LLC in September 1996. Prior to joining Porton International, Dr. Harsanyi was vice president of corporate finance at E.F. Hutton, Inc. Previously, Dr. Harsanyi directed the first assessment of biotechnology for the U.S. Congress' Office of Technology Assessment, served as a consultant to the President's Commission for the Study of Ethical Problems in Medicine and Biomedical and Behavioral Research and was on the faculties of Microbiology and Genetics at Cornell Medical College. Dr. Harsanyi received a Ph.D. from Albert Einstein College of Medicine and a B.A. from Amherst College. Qualifications: We believe Dr. Harsanyi’s qualifications to serve on our Board of Directors include his industry experience, including his senior executive and financial positions. |
Class II Directors—Term to Expire at the 2026 Annual Meeting
| Age: 91 Director Since: 2006 Committees: •Compensation (Chair) •Nominating and Corporate Governance | Louis Sullivan, M.D. Dr. Sullivan has served as a director since June 2006. Dr. Sullivan has served as president emeritus of Morehouse School of Medicine since July 2002. Dr. Sullivan served as president of Morehouse School of Medicine from 1981 to 1989 and from 1993 to 2002. From 1989 to 1993, Dr. Sullivan was Secretary of the Department of Health and Human Services. Dr. Sullivan serves on the board of directors of United Therapeutics Corporation, a publicly traded biotechnology company. He served on the Board of Henry Schein, Inc., a publicly traded biotechnology company, from 2004 to 2016. He was a founder and chairman of Medical Education for South African Blacks, Inc., a trustee of Africare, a director of the National Center on Addiction and Substance Abuse at Columbia University and chairman of the board of trustees of the National Health Museum, a non-profit institution developing a museum of health sciences. Dr. Sullivan received his M.D. from Boston University and a B.S. from Morehouse College. Qualifications: We believe Dr. Sullivan’s qualifications to serve on our Board of Directors include his extensive service on various other boards and service with public institutions, as well as his medical background and prior senior positions in other organizations. |
Class II Directors—Term to Expire at the 2026 Annual Meeting
| EMERGENT BIOSOLUTIONS INC. | 2025 Proxy Statement | 15 |
Class II Directors—Term to Expire at the 2026 Annual Meeting
| Age: 69 Director Since: 2024 | Joseph C. Papa Mr. Papa became President, CEO and Director of the Company in February 2024. Mr. Papa brings over 35 years of experience in the healthcare and pharmaceutical industry, having most recently served as Chief Executive Officer and Chairman at Bausch and Lomb Corporation (“Bausch and Lomb”) (NYSE: BLCO), a global eye health company. During his tenure, Papa successfully led the Company’s May 2022 initial public offering. Prior to his role at Bausch and Lomb, Papa was the Chief Executive Officer and Chairman of Bausch Health. He previously served as the Chairman and CEO of Perrigo, a private-label over-the-counter pharmaceuticals manufacturer, and led the pharmaceutical and technologies services division at Cardinal Health, a healthcare services and distribution company. Before that, Mr. Papa held the role of President and Chief Operating Officer at Watson Pharmaceuticals and worked for 14 years at Novartis Pharmaceuticals in the U.S. and Switzerland. Mr. Papa currently is the Chairman of the Board of SparingVision, a privately held genomic medicines company, and is a member of the Board of Directors of Candel Therapeutics. Qualifications: We believe Mr. Papa’s qualifications to serve on our Board of Directors include his extensive experience in the healthcare and pharmaceutical industry, and leadership experience serving as Chairman and Chief Executive Officer of other organizations. |
Class I Directors—Terms to Expire at the 2027 Annual Meeting
Class I Directors—Terms to Expire at the 2027 Annual Meeting
Class I Directors—Terms to Expire at the 2027 Annual Meeting
| Age: 63 Director Since: 2023 Committees: •Compensation •Special Transactions | Donald DeGolyer Mr. DeGolyer has served as a director since October 2023. Mr. Golyer has 40 years of healthcare and corporate leadership experience. He was the Founder and Director of Vertice Pharma (a Warburg Pincus company), focused on specialty pharmaceuticals for U.S. institutional use, from 2015 until the sale in 2022. Prior to Vertice, he was Chief Operating Officer, Endo International, a Nasdaq listed specialty pharmaceutical company, from 2013-2015. Between 2009 and 2013, he served as CEO, Sandoz Inc., a $3.5bn generic pharmaceuticals and biosimilars company where he was responsible for leading over 3,000 associates in North America and also served on the Global Executive Committee of Sandoz AG (a Novartis company), one of the largest global generic companies. Mr. DeGolyer started his career with Pfizer, Johnson & Johnson and Novartis in commercial roles of increasing responsibility. He served on the Board of HLS. Therapeutics (commercial stage CV/CNS company) and TYME Technologies (development stage cancer co), both publicly traded companies, where he was also Chairman of the Compensation Committees. He served on several non-profit boards including Make-a-Wish-NJ. He also founded The Strong Women Foundation which aims to help single mothers and their children. Mr. DeGolyer has an Executive MBA from Harvard Business School, an MBA from Fairleigh Dickinson University, a BA from University of Rochester. Qualifications: We believe Mr. DeGolyer’s qualifications to serve on our Board of Directors include his significant experience in corporate leadership, specialty pharmaceutical and global business acumen gained from senior positions he has held throughout his career. |
Class I Directors—Terms to Expire at the 2027 Annual Meeting
| 16 | 2025 Proxy Statement | EMERGENT BIOSOLUTIONS INC. |
Class I Directors—Terms to Expire at the 2027 Annual Meeting
| Age: 63 Director Since: 2023 Committees: •Audit and Finance •Scientific Review | Neal Fowler Mr. Fowler has served as a director since October 2023. Mr. Fowler is the Chief Executive Officer of Pathalys Pharma, Inc., a biomedicines company focused on chronic kidney disease. He previously served as CEO of Liquidia Technologies (NASDAQ), transforming the company from an early-stage research platform into a publicly traded biomedicines company. While at Liquidia, Mr. Fowler also co-founded and served as CEO of Envisia Therapeutics (acquired), an ophthalmology company focused on therapeutics. Prior to Liquidia, Mr. Fowler worked for seven years with Johnson and Johnson, serving as President of Centocor, Inc., a global multi-billion dollar subsidiary focused on biomedicines, and President of Ortho-McNeil Neurologics, a company focused on neurological disorders. Mr. Fowler started his career with Eli Lilly and Company, working for thirteen years in a variety of sales, marketing and business development roles in both the pharmaceutical and medical device divisions. Mr. Fowler is the past chair of NCBIO and a past chair of the UNC Eshelman School of Pharmacy Foundation. He is a native of Raleigh, NC and earned his BS degree in Pharmacy and MBA, both from the University of North Carolina at Chapel Hill. Qualifications: We believe Mr. Fowler’s qualifications to serve on our Board of Directors include his strong background in biomedicines, corporate finance and tenure as chief executive officer of Pathalys Pharma, Inc. and experience gained from senior positions he has held with throughout his career. |
Class I Directors—Terms to Expire at the 2027 Annual Meeting
| Age: 63 Director Since: 2020 Committees: •Audit and Finance (Chair) •Scientific Review •Special Transactions | Marvin White Mr. White’s current tenure as a director began in October 2020. Mr. White has served as President and Chief Executive Officer of Aptevo Therapeutics Inc. (“Aptevo”) and as a member of its Board of Directors since August 2016. Mr. White first served as a director of Emergent in June 2010, until his resignation from the Emergent Board of Directors in May 2016. He also served as a consultant to Emergent prior to joining Aptevo. From 2008 to March 2014, Mr. White served as the Chief Financial Officer of St. Vincent Health, and was responsible for finance, materials management, accounting, patient financial services and managed care for all 19 hospitals and 36 joint ventures. Prior to joining St. Vincent Health in 2008, Mr. White was the Chief Financial Officer of Lilly USA, a subsidiary of Eli Lilly and Company, where he also held leadership positions in Treasury and Corporate Finance and Investment Banking in the Corporate Strategy Group. Mr. White is a director of OneAmerica Financial Insurance Partners, Inc., a mutual insurance and financial services company based in Indianapolis, Indiana and Delta Dental of Washington, a Seattle based dental insurance company. From June 2014 until August 2016, Mr. White served on the board of directors of Washington Prime Group, a NYSE REIT that invests in shopping centers. From July 2015 until March 2017, Mr. White served on the board of directors of CoLucid Pharmaceuticals, Inc., a public pharmaceutical company. Mr. White earned his B.S. from Wilberforce University in Accounting and his M.B.A. in finance from Indiana University. Qualifications: We believe Mr. White’s qualifications to serve on our Board of Directors include his strong financial background, tenure as chief executive officer of Aptevo and experience gained from senior positions he has held with other biopharmaceutical organizations. |
Class I Directors—Terms to Expire at the 2027 Annual Meeting
| EMERGENT BIOSOLUTIONS INC. | 2025 Proxy Statement | 17 |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The compensation of our directors is established by our Nominating and Corporate Governance Committee based on information related to market practice provided by our independent compensation consultant WTW. This compensation is periodically reviewed with respect to cash retainers, meeting fees and equity incentives. The following table sets forth information for the fiscal year ended December 31, 2024, regarding the compensation of our non-employee directors.
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | All Other Compensation ($) | Total ($) | | Zsolt Harsanyi, Ph.D. | 245,000 | 175,000 | — | 420,000 | | Sujata Dayal | 100,000 | 175,000 | — | 275,000 | | Donald DeGolyer | 90,000 | 175,000 | — | 265,000 | | Neal Fowler | 95,000 | 175,000 | — | 270,000 | | Keith Katkin | 110,000 | 175,000 | — | 285,000 | | Ronald Richard | 100,000 | 175,000 | — | 275,000 | | Louis Sullivan, M.D. | 100,000 | 175,000 | — | 275,000 | | Marvin White | 115,000 | 175,000 | — | 290,000 | | Kathryn Zoon, Ph.D. | 110,000 | 175,000 | — | 285,000 |
DIRECTOR COMPENSATION
1.The amounts in the “Stock Awards” column reflect the grant date fair value of equity awards granted to the directors named in the table above for the fiscal year ended December 31, 2024, calculated in accordance with SEC rules.
DIRECTOR COMPENSATION
| 20 | 2025 Proxy Statement | EMERGENT BIOSOLUTIONS INC. |
DIRECTOR COMPENSATION
Under our director compensation program, non-employee directors receive the compensation set forth in the table below. We also reimburse our non-employee directors for out-of-pocket expenses incurred in connection with attending our Board and committee meetings.
DIRECTOR COMPENSATION
| Element | 2024 Non-Employee Director Compensation Program | 2025 Non-Employee Director Compensation Program | | Annual Retainer for Non-Employee Board Members | $70,000 | $70,000 | | Additional Annual Retainer - Non-Executive Chairman | $140,000 | $140,000 | | Board Meeting Fees | None | None | | Committee Meeting Fees | None | None | | Committee Chair Additional Retainer - Audit and Finance | $25,000 | $25,000 | | Committee Chair Additional Retainer - All committees, excluding Audit and Finance | $20,000 | $20,000 | | Committee Member Additional Retainer - Audit and Finance | $15,000 | $15,000 | | Committee Member Additional Retainer - All committees, excluding Audit and Finance | $10,000 | $10,000 | | Annual Equity Award - 50% RSUs and 50% stock options | $175,000 | — | | Annual Equity Award - 75% RSUs and 25% stock options | — | $250,000 | | Initial Election Equity Award - 50% RSUs and 50% stock options1 | $230,000 | — | | Initial Election Equity Award - 75% RSUs and 25% stock options1 | — | $320,000 |
DIRECTOR COMPENSATION
1.Initial election equity award values are inclusive of the annual equity award for the applicable year.
DIRECTOR COMPENSATION
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CEO Compensation
CEO Compensation Effective February 21, 2024, the Company announced that Mr. Papa had been appointed as President, CEO and Director succeeding Mr. Miller who had served as Interim CEO since June 24, 2023. In connection with Mr. Papa’s appointment, the Compensation Committee approved the following compensation: •Base salary. Mr. Papa’s annual base salary was set at $1,000,000. •Annual incentive for 2024 performance. Mr. Papa’s annual cash incentive was set at 130% target, which aligns with the target annual cash incentive set forth his employment agreement, please see “CEO Employment Agreement” beginning on page 55. •Equity and performance grants in 2024. In connection with his hiring, Mr. Papa received the equity and performance grants as set forth in his employment agreement, please see “CEO Employment Agreement” beginning on page 55.
Other NEO Compensation
Other NEO Compensation For 2024, the Compensation Committee approved the following compensation program for NEOs, other than Mr. Papa: •Limited increases to base salaries. Executive officers received salary increases for 2024, which ranged from approximately 4 - 5%. •Annual cash incentive opportunities with weighting of financial measures increased. Payouts were earned based on a combination of corporate, which increased the financial performance measure, and individual performance goals weighted 90% and 10%, respectively. Corporate performance reflected a combination of financial and operational priorities for the year, along with an increased weighting of financial goals to formally account for equal to or greater than 50% overall corporate performance factor. Otherwise, there were no changes to NEOs’ annual cash incentive opportunities for 2024, other than a 10% increase to target cash incentive for Messrs. WIlliams and Hartzel. •Annual equity awards granted solely in stock options. The usage of fixed stock option shares allowed us to minimize the usage of our share pool leaving an adequate reserve for strategic hires and promotions. Also, due to the risks of setting multi-year performance goals during a period of significant transformation, the Compensation Committee determined that executive equity awards for 2024 would be granted in stock options. Awards were approved as a consistent fixed share amount that vest over a three-year period subject to continued service, with one-third of the total grant vesting on the day prior to each of the 1st, 2nd and 3rd annual anniversaries of the date of grant. The 2024 option grants will expire immediately prior to the 7th annual anniversary of the date of grant.
CEO Compensation
CEO Compensation The Compensation Committee approved the compensation for Mr. Papa, effective January 1, 2025, as follows: •Increase to base salary. Based on its evaluation of Mr. Papa’s 2024 performance, the Compensation Committee increased Mr. Papa’s base salary from $1,000,000 to $1,040,000, a 4% increase. •2024 annual cash incentive. Based on its evaluation of corporate performance as indicated by the corporate factor, the Compensation Committee determined to award Mr. Papa a cash bonus of $1,566,474 for his contributions to the Company’s performance in 2024, which was 140% of his 2024 annual cash incentive target opportunity, prorated for his February 21, 2024 hire date. •Annual equity award granted in 50% stock option and 50% PSU’s. An equity award consisting of 282,500 stock options and 282,500 Performance stock units (PSUs) were approved and granted on March 6, 2025. The stock options will vest over a three-year period subject to continued service, with one-third of the total grant vesting on the day prior to each of the 1st, 2nd and 3rd annual anniversaries of the date of grant. The PSU will vest over a three-year period subject to continued service, subject to the attainment of certain adjusted EBITDA targets for 2025.
Other NEO Compensation
Other NEO Compensation For 2025, the modest changes approved by the Compensation Committee for NEOs, other than Mr. Papa, are summarized below: •Limited increases to base salaries. Executive officers received salary increases for 2025, which ranged from approximately 3.5 - 3.75%. •Unchanged annual cash incentive opportunities with unchanged weighting of financial measures. There were no changes to the annual cash incentive opportunities for 2025. Payouts will continue to be earned based on a combination of corporate and individual performance goals weighted 90% and 10%, respectively. Corporate performance will continue to reflect a combination of financial and operational priorities for the year, with the continued weighting of financial goals to formally account for equal to or greater than 50% of the overall corporate performance factor. •Annual equity awards in the form of 50% stock options and 50% RSUs. The annual equity awards will vest over a three-year period subject to continued service, with one-third of the total grant vesting on the day prior to each of the 1st, 2nd and 3rd annual anniversaries of the date of grant. The 2025 option grants will expire the day immediately prior to the 7th annual anniversary of the date of grant. The Compensation Committee made these decisions holistically with due consideration of multiple factors and focused on the best interests of our stockholders. Our compensation program continues to emphasize equity-based compensation and pay-for-performance.
Compensation Policies and Practices
| What We Don’t Do | | | X | No single-trigger vesting of equity on a change in control. | | X | No tax gross-ups in connection with change in control severance payments and benefits. | | X | No backdating or repricing of options. | | X | No payment of dividends or dividend equivalents unless equity awards are earned and/or vested. | | X | No short sales or other individual hedging transactions | | X | No excessive perquisites or benefits. | | X | No equity grants below 100% of fair market value. |
Compensation Framework
| Pay Component | Key Features in 2024 | | Base Salary Provide compensation that is competitive. | •Reflects an executive’s role and scope of responsibility, and the experience, time in role, expertise, and future potential of the executive. •Increases consideration of individual performance as well as overall company performance more broadly. •Generally, within a competitive range of the 50th percentile as compared to peer group informed by the factors noted above. | | Annual Cash Incentive Provide performance-based, short- term cash compensation relative to the achievement of pre-set objectives. | •Based on corporate performance for the CEO, and a combination of corporate (90%) and individual (10%) performance for the other participating NEOs. •Payouts can range from 0% – 150% of target. •Bonus targets generally set with reference to the market 50th percentile as well as internal relativities, where appropriate. | | Equity Incentives Provide awards that align the interests of our executives with those of our stockholders over the long term. | •Link executive compensation to long-term company performance. •Granted in stock options (100%). •Fixed amount of stock options to minimize share usage. •Stock options vest in three equal annual installments over a three-year period. •Stock options subject to a seven-year term. | | Retirement and Health and Welfare Benefits Promote healthiness and financial readiness for retirement. | •Executives participate in programs on the same basis as other employees. •Benefits include health insurance, life and disability insurance, dental insurance and a 401(k) plan. |
Executive Compensation Processes
Executive Compensation Processes The Compensation Committee has implemented an annual review program for our executive officers under which it determines annual salary increases, annual cash bonus amounts and annual equity awards granted to our executive officers. Our chief executive officer and chief human resources officer prepare compensation recommendations regarding the compensation of each of the executive leadership team, which includes all of our executive officers and certain other senior officers of the Company, other than the chief executive officer, and present these recommendations to the Compensation Committee for approval. The Compensation Committee evaluates the overall performance of the chief executive officer and the other executive officers based on achievement of corporate goals and objectives, achievement of individual goals, performance of job responsibilities and demonstration of behavioral competencies. The Compensation Committee then makes individual compensation decisions for the chief executive officer and the executive officers based on these evaluations and competitive market data. Our chief executive officer, chief financial officer and chief human resources officer have the authority to grant stock options and RSUs to employees under the Emergent BioSolutions Inc. Amended and Restated Stock Incentive Plan. However, neither our chief executive officer nor any other officer has authority to grant stock options or RSUs: (i) to himself or herself; (ii) to any other director, executive officer, officer or other person whose compensation is determined by the Compensation Committee; or (iii) to any person whom the Board or the Compensation Committee may from time to time designate in writing.
Use of Market Data
Use of Market Data
Use of Market Data
| The Compensation Committee reviews compensation levels and program design at comparable companies as part of its decision-making process so it can set total compensation levels that it believes are competitive and aligned with performance. Several peer groups are utilized to ensure high quality, relevant and reliable competitive market data that supports informed decision-making. The compensation committee generally sets NEO target total direct Compensation to be Competitive within this context, taking into consideration the scope of job responsibilities, individual performance, experience, internal pay equity and other relevant factors. | | | | Our Compensation Peer Groups •Reviewed annually •Dual perspective (proxy and survey data) •Relevant industry representation •Appropriate relative size •Inform decision-making |
Use of Market Data
| Peer Group | Overview | Selection Criteria(1) | | Proxy Peer Group | Publicly disclosed, line-by-line compensation data specific to the NEO population, limited to data reported externally by peer companies. | •U.S.-based publicly traded companies; •Pharmaceutical, biotechnology healthcare equipment(2) and life sciences tools and services(3) industry classifications; •Relevant financial metrics: revenues between $450 million and $3.0 billion; market capitalization between $250 million and $1.6 billion; negative EBITDA; •Headcount (full-time) of 830 to 5,000; and •Additional judgement lenses include, for example, assessing business mix relevance and international footprint. | | Peer Groups | Broader competitive data limited to survey participants from a combination of WTW’s Pharmaceutical and Health Sciences survey and Radford’s Global Life Sciences survey. | •Participants in two industry-relevant surveys by reputable providers; •Independent and publicly traded companies; •Radford peer group comprises companies with commercial biopharma, medical devices and diagnostics, or contract research / manufacturing industry classifications, with revenues between approximately $200 million – $2.5 billion; •WTW peer group comprises companies with pharmaceutical, biotechnology, and healthcare equipment and supplies industry classifications, with revenues between approximately $100 million and $4.9 billion; and •Broader non-industry data may be referenced if peer specific data is not available. |
Use of Market Data
1.Selection criteria are broadly consistent year-over-year, but financial criteria ranges are typically updated to reflect changes in Emergent’s size. 2.Healthcare equipment companies include manufacturers of health care equipment and devices, including medical instruments, drug delivery systems, cardiovascular and orthopedic devices, and diagnostic equipment. 3.Life sciences tools and services companies include companies enabling drug discovery, development, and a production continuum through the provision of analytical tools, instruments, consumables and supplies, clinical trial services and contract research services (primarily servicing the pharmaceutical and biotechnology industries).
Use of Market Data
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Use of Market Data
Five new companies were added in 2024 to improve Emergent’s comparability with the peer group median, and two companies were removed, in one case to outsized revenues and in the other because the company was acquired and de-listed. The Compensation Committee determined that the 2024 additions combined with the remaining 15 companies provided a sufficiently robust and relevant group to reference. The following companies were included in the Proxy Peer Group to inform 2024 compensation decisions.
Use of Market Data
| Retained for 2024(1) | | New Additions for 2024 | At the time of approval in late 2023 Emergent ranked at the 42nd percentile on revenue, 26th percentile on net income, 18th percentile on R&D expense as a percentage of revenue, 6th percentile on trailing 12-month market capitalization and the 45th percentile on headcount. | | 1.Alkermes plc; 2.Amneal Pharmaceuticals, Inc.; 3.Amphastar Pharmaceuticals, Inc.; 4.Bio-Techne Corporation; 5.Bruker Corporation; 6.CRISPR Therapeutics AG; 7.Exelixis, Inc.; 8.Globus Medical, Inc.; 9.Haemonetics Corporation; 10.Integra LifeSciences Holdings Corporation; 11.Ionis Pharmaceuticals, Inc.; 12.Masimo Corporation; 13.Neurocrine Biosciences, Inc.; 14.OPKO Health, Inc.; and 15.United Therapeutics Corporation. | | 1.ACADIA Pharmaceuticals Inc.; 2.Dynavax Technologies Corporation; 3.Invitae Corporation; 4.Myriad Genetics, Inc.; and 5.PTC Therapeutics, Inc. | | | | 20 company peer groups to ensure sufficient robustness of data | | |
Use of Market Data
1.Removals for 2024: Jazz Pharmaceuticals plc and Nuvasive, Inc.
2025 Proxy Peer Group
2025 Proxy Peer Group In November 2024, the Compensation Committee approved the Proxy Peer Group that would be used to inform 2025 compensation decisions. •Eight companies were removed from the Proxy Peer Group. Bio-Techne Corporation, Bruker Corporation, Exelixis, Inc., Globus Medical, Inc., Invitae Corporation, Masimo Corporation, Neurocrine Biosciences, Inc. and United Therapeutics Corporation. In most cases companies were removed due to market caps at the high-end of the established range given sensitivity in comparing compensation levels to outsized peers. Invitae Corporation was removed due to bankruptcy filing. •Six companies were added to improve Emergent’s comparability with the peer group median: ANI Pharmaceuticals, Inc., Collegium Pharmaceutical, Inc., Novavax, Inc., Organogenesis Holdings Inc., Pacira BioSciences, Inc. and Supernus Pharmaceuticals, Inc.
2025 Proxy Peer Group
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Compensation Recovery Policy
| Covered Employees | •An individual who is, or was during an applicable Look-back Period, an Executive Officer pursuant to Rule 10D-1(d) of the Exchange Act. | | Covered Compensation | •Incentive-Based Compensation previously awarded up to three completed fiscal years preceding the date on which the Board determines that reimbursement is required. •Incentive-Based Compensation means “[a]ny compensation that is granted, earned or vested based wholly or in part on stock price, total shareholder return, and/or the attainment of (i) any financial reporting measure(s) that are determined and presented in accordance with the accounting principles used in preparing the company’s financial statements and/or (ii) any other measures that are derived in whole or in part from such measures. •This can include: (i) bonus, equity awards or incentive compensation previously awarded; (ii) unvested, restricted, or deferred equity awards previously granted; (iii) profits realized on the sale of certain securities; and (iv) any other compensation covered by Section 304 of the Sarbanes-Oxley Act. | | Covered Events | •“Accounting Restatements,” which means any accounting restatement due to the material noncompliance of the company with any financial reporting requirement. | | Board Authority | •Administering the Policy, including seeking to recoup Excess Compensation in the case of an Accounting Restatement and determining the means of such recoupment. |
Annual Cash Incentives
Annual Cash Incentives The annual bonus plan provides the Compensation Committee with the authority to award cash incentives to executive officers that are intended to motivate and compensate for the achievement of strategic, financial, operational and, with effect for 2024, individual performance objectives during the year.
Annual Cash Incentives
| | [ | | | | ] | | | | Target Annual Cash Incentive Awardx | | Corporate Performance (90% - 100%) | + | Individual Performance (0% - 10%) | | = | Actual Annual Cash Incentive Award |
Annual Cash Incentives
The amount payable under the annual cash incentive is reviewed and approved by the Compensation Committee each year. For all NEOs, for the threshold performance a bonus of 50% of target is earned, and for all NEOs other than Mr. Papa for maximum performance a bonus of 150% of target is earned, and for Mr. Papa for maximum performance a bonus of 200% of target is earned. The following target opportunities were set and reviewed with reference to the 50th percentile of applicable market data of the proxy peer group described above, as well as internal equity considerations:
Annual Cash Incentives
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Annual Cash Incentives
| Role(1) | 2024 Target Cash Incentive (% of Base Salary) | Corporate Performance Weighting | Individual Performance Weighting | | Joseph Papa | 130% | 100% | 0% | | Richard Lindahl | 60% | 90% | 10% | | Coleen Glessner | 60% | 90% | 10% | | Paul Williams | 50% | 90% | 10% | | William Hartzel | 50% | 90% | 10% | | Jennifer Fox | 60% | 90% | 10% |
Annual Cash Incentives
1.As Interim CEO, Mr. Miller was not eligible for a 2024 Target Cash Incentive.
Key Employee Retention Plan
Key Employee Retention Plan In 2023, the Committee worked with its independent compensation consultant and outside counsel to implement a Key Employee Retention Plan (the “KERP”). The intent of the KERP was to retain critical members of the executive team during a period of continued uncertainty while the Board undertook a search for a new CEO. In approving the KERP, the Compensation Committee considered practices among companies that have deployed in comparable situations. In summary the KERP provided for the following: •Executive cash retention payments worth 130% of salary. The award was split into two installments: 50% was paid on approval in July 2023 with a 12-month repayment clause; the remaining 50% was paid on the first anniversary of the Compensation Committee’s approval of the KERP in July 2024 (the “Original KERP”). In conjunction with approving the awards, the Compensation Committee determined that executives would not be eligible to receive any annual cash incentive in 2024 relating to 2023 performance. •Enhanced severance benefits on a change in control, for a period of one year. The Senior Management Severance Plan provisions were reviewed and updated during the one-year critical retention period. The only change was to the cash severance multiple on a change in control, which was increased from 0.75 - 1.5 times base plus target bonus to 1.0 - 2.5-times, varying by level. In July 2024, the severance multiples reverted to their prior values. •Executive officers were ineligible to participate in the annual cash incentive plan in respect of 2023 performance.
Equity Incentives
Equity Incentives Equity incentives represent the largest proportion of an NEOs’ target compensation, other than for Mr. Miller who was not eligible for equity-based compensation in his capacity as Interim CEO. The Compensation Committee considers survey data and peer proxy data, as applicable with reference to market median, but actual grants may be positioned above or below based on any number of factors, including role scope and criticality, individual performance, internal equity and broader market dynamics. The Compensation Committee reviews all components of each executive’s compensation when determining equity awards to ensure that an executive’s total compensation conforms to our overall philosophy and objectives. The Compensation Committee may also consider the value of previously granted equity awards although this, or existing levels of ownership, will not necessarily cause the Compensation Committee to forego making, or reducing the amount of, any future award. Equity compensation serves a distinct purpose with respect to our compensation philosophy and principles, as summarized below.
Equity Incentives
| Equity Type and Weighting | Purpose | Key Features | | Stock Options (100%) | •Align executives’ interests with the long-term interests of our stockholders; and •Reward for increases in stock price above the exercise price. | •Exercise price equal to the fair market value of our common stock on the date of grant (defined as the closing sales price of our common stock on the NYSE on the trading day immediately preceding the date of grant); •Seven-year term; and •Vest in three equal annual installments beginning on the day prior to the one-year anniversary of the date of grant. |
Equity Incentives
We generally make an equity grant in the month following the hire date for new executives and in the month following the date of executive promotions. If circumstances warrant, we also may make equity grants at various other points throughout the year. The Compensation Committee approved all awards to executive officers in 2024. In 2024, the Compensation Committee determined that equity grants for the year would be made in a fixed share option grant due to share pool constraints. Grant date fair values are calculated utilizing a Black Scholes valuation model for stock option awards. This approach meant that grant date fair values were lower than the values approved by the Compensation Committee as a result of the share price decreasing between the date of approval and the date of grant.
Equity Incentives
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Equity Incentives
The Compensation Committee approved the following 2024 annual equity awards.
Equity Incentives
| Role(1) | 2024 Annual Equity (#)(2) | 2024 Grant Date Fair Value | | Joseph Papa(3) | N/A | N/A | | Richard Lindahl | 125,000 | $187,175 | | Coleen Glessner | 125,000 | $187,175 | | Paul Williams | 125,000 | $187,175 | | William Hartzel | 125,000 | $187,175 | | Jennifer Fox(4) | 125,000 | $187,175 |
Equity Incentives
1.As Interim CEO, Mr. Miller was not eligible for equity incentive awards. 2.Represents underlying shares for 2024 annual equity incentive award, which is based on a fixed amount of shares, granted as stock options. 3.Mr. Papa was not eligible for 2024 equity incentive awards. See “CEO Employment Agreement” beginning on page 55 of this proxy statement for details regarding equity awards made to Mr. Papa in connection with his joining the Company on February 21, 2024. 4.In connection with Ms. Fox’s termination, all stock options awarded in 2024 were forfeited.
2022-2024 Performance Stock Units (PSUs)
2022-2024 Performance Stock Units (PSUs) Since 2017, the Compensation Committee has utilized PSUs as a means to further align executives’ long-term interests with those of our stockholders, and link pay to multi-year performance objectives of strategic importance. For awards granted between 2020 and 2022, performance goals have been based on a 3-year cumulative adjusted EBITDA as a percentage of GAAP revenue, reflecting our focus on adjusted EBITDA performance as a key profitability metric. Prior to that, performance was based on final year adjusted net income as a percentage of GAAP revenue. The table below discloses the potential range of performance objective targets under the 2022 PSUs (Threshold, Target and Maximum), the final level of achievement and the ultimate payout factor. Given cumulative adjusted EBITDA margin results fell below the threshold level, none of the PSU awards were vested in early 2024.
2022-2024 Performance Stock Units (PSUs)
| Performance Ranges and Final Outcome Under 2022 PSUs | | | | | | | Performance Measure | Performance Objective Targets | | | Final Level of Achievement(1) | Final 2022 PSU Payout Factor | | | Threshold (50% Vests) | Target (100% Vests) | Maximum (150% Vests) | | | | Adjusted EBITDA Margin | 20.5% | 23.5% | 26.5% | 6.2% | 0% |
2022-2024 Performance Stock Units (PSUs)
1.The three-year cumulative adjusted EBITDA margin for the performance period as presented to and determined by the Compensation Committee on February 14, 2025 to be 6.2%. In addition, the table below reports the original number of shares granted under the 2022 PSUs as well as the number of pre-tax shares actually issued based upon the final level of achievement of adjusted EBITDA margin.
2022-2024 Performance Stock Units (PSUs)
| Role | Number of PSUs Originally Granted (Target) | Number of Shares Issued (Pre-Tax) | | Richard Lindahl | 16,916 | 0 | | Coleen Glessner | 29,991 | 0 |
2022-2024 Performance Stock Units (PSUs)
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Severance and Change in Control
Severance and Change in Control We provide severance and change in control arrangements to select employees, including our NEOs, which are reflected in our Senior Management Severance Plan, effective on July 16, 2015. The plan provides for payments and benefits as a result of involuntary termination without cause or termination of employment in particular circumstances in connection with a change in control. The purpose is to ensure ongoing retention of key executives when considering potential transactions that may create uncertainty as to their future employment. Severance payments are expressed as a multiple of base salary and target bonus. Multiples range from 1.25 to 2.00 depending on an executive’s role and increase to 2.00 or 2.50 for a termination on a change in control. Other entitlements are also stipulated, including payment of unpaid base salary, earned but unpaid annual bonus, accrued paid time-off and a pro-rata target annual bonus for the year of termination. There are also provisions related to benefits continuation and equity treatment. Detailed information can be found in the “Executive Compensation – Payments Upon Termination or Change in Control” section of this proxy statement.
Tax and Accounting Considerations
Tax and Accounting Considerations Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) impose certain adverse tax consequences on compensation treated as excess parachute payments. An executive is treated as having received excess parachute payments if such executive receives compensatory payments or benefits that are contingent on a change in control, and the aggregate amount of such payments and benefits equals or exceeds three times the executive’s base amount (which is generally such executive’s average compensation from us over the five years prior to the change in control). The portion of the payments and benefits in excess of one-times base amount is treated as excess parachute payments and are subject to a 20% excise tax, in addition to any applicable federal income and employment taxes. Also, our compensation deduction in respect of the executive’s excess parachute payments is disallowed. If we were to undergo a change in control, certain amounts received by our executives (for example, certain severance payments and amounts attributable to the accelerated vesting of stock options, RSUs and PSUs) could be excess parachute payments under Sections 280G and 4999 of the Code. As discussed below under “Payments Upon Termination or Change in Control” of this proxy statement, we do not provide executive officers with tax gross up payments in the event that Sections 280G and 4999 apply to their compensatory payments.
2024 Summary Compensation Table
2024 Summary Compensation Table The following table sets forth information for the fiscal years ended December 31, 2024, 2023 and 2022 regarding the compensation of our chief executive officer, chief financial officer, and our three other most highly compensated executive officers in the fiscal year ended December 31, 2024. We refer to these individuals throughout this proxy statement as our “named executive officers.”
2024 Summary Compensation Table
| Name and Principal Position | Year | Salary(1) ($) | Bonus(2) ($) | Stock Awards(3) ($) | Option Awards(4) ($) | Non-equity Incentive Plan Compensation(5) ($) | All Other Compensation(6) ($) | Total ($) | | Joseph Papa President, Chief Executive Officer and Director | 2024 | 800,000 | 1,000,000 | 516,000 | 1,973,050 | 1,566,474 | 7,038 | 5,862,562 | | Haywood Miller Former Interim Chief Executive Officer | 2024 | 218,750 | — | — | — | — | — | 218,750 | | | 2023 | 766,667 | — | — | — | — | — | 766,667 | | Richard Lindahl Executive Vice President, Chief Financial Officer and Treasurer | 2024 | 638,185 | 799,506 | 135,000 | 187,175 | 541,104 | 10,350 | 2,311,320 | | | 2023 | 613,850 | 399,753 | 842,228 | 313,250 | — | 9,900 | 2,178,980 | | | 2022 | 593,878 | — | 2,000,020 | 723,365 | 196,350 | 9,150 | 3,522,762 | | Coleen Glessner Executive Vice President, Quality and Ethics and Compliance | 2024 | 602,139 | 747,521 | — | 187,175 | 507,192 | 9,186 | 2,053,213 | | | 2023 | 575,708 | 373,760 | 526,389 | 195,781 | — | 9,900 | 1,681,538 | | Paul Williams Senior Vice President, Products Business | 2024 | 469,560 | 685,001 | — | 187,175 | 325,882 | 8,069 | 1,675,687 | | | 2023 | 445,775 | 392,500 | 157,928 | 58,737 | — | 8,699 | 1,063,639 | | William Hartzel Senior Vice President, Manufacturing and Bioservices | 2024 | 466,970 | 585,000 | 139,500 | 187,175 | 325,266 | 10,350 | 1,714,261 | | Jennifer Fox Former Executive Vice President, External Affairs, General Counsel and Corporate Secretary | 2024 | 472,658 | 380,250 | 139,500 | 187,175 | — | 10,350 | 1,189,933 | | | 2023 | 585,692 | 380,250 | 842,228 | 313,250 | — | 9,900 | 2,131,320 | | | 2022 | 473,544 | — | 1,750,103 | 497,360 | 193,050 | 9,150 | 2,923,207 |
2024 Summary Compensation Table
1.Represents actual salary compensation paid in 2024 pursuant to Company’s standard payroll practice and schedule. For Ms. Fox, “Salary” also includes accrued and unused paid time off amount paid upon separation from the Company on August 12, 2024. 2.Reflects new hire bonus payment to Mr. Papa. Reflects second installment of 50% Original KERP payment to Messrs. Lindahl, Williams, and Hartzel and Mses. Glessner and Fox paid in July 2024, and an additional installment of the Extended KERP payment to Messrs. Lindahl, Williams, and Hartzel, and Ms. Glessner paid in December 2024. 3.Reflects the grant date fair value of RSU awards granted to the NEOs in the fiscal years indicated, calculated in accordance with SEC rules. For a discussion of our valuation assumptions, see Note 2 and Note 11 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. 4.Reflects the grant date fair value of stock option awards granted to the NEOs in the fiscal years indicated, calculated in accordance with SEC rules. For a discussion of our valuation assumptions, see Note 2 and Note 11 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. 5.Reflects the amounts earned by the NEOs under the Company’s 2024 Annual Bonus Plan for Executive Officers. See “Annual Cash Incentives” discussion in the “Compensation Discussion and Analysis” section on beginning on page 28 of this proxy statement. 6.Represents 401(k) plan matching contributions.
2024 Summary Compensation Table
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2024 Grants of Plan-Based Awards
2024 Grants of Plan-Based Awards The following table sets forth information regarding each grant of an award made to each NEO during the fiscal year ended December 31, 2024, under any plan, contract, authorization or arrangement pursuant to which cash, securities, similar instruments or other property may be received.
2024 Grants of Plan-Based Awards
| Name* | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All other Stock Awards: Number of Shares of Stock or Units (#) | All other Option Awards: Number of Securities Underlying Options (#)(2) | Exercise Price of Option Awards ($/sh)(3) | Closing Price of Option Awards on date of Grant ($/sh)(4) | Grant Date Fair Value of Stock and Option Awards ($)(5) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | | Joseph Papa | 3/13/2024 | — | — | — | — | — | — | — | 500,000 | 2.33 | 2.24 | 748,700 | | | 3/13/2024 | — | — | — | — | — | — | — | 250,000 | 2.33 | 2.24 | 374,350 | | | 3/13/2024(6) | — | — | — | — | — | — | — | 250,000 | 2.33 | 2.24 | 325,000 | | | 3/13/2024(7) | — | — | — | — | — | — | — | 250,000 | 2.33 | 2.24 | 285,000 | | | 3/13/2024(8) | — | — | — | — | — | — | — | 250,000 | 2.33 | 2.24 | 240,000 | | | 3/13/2024(9) | | | | — | — | | | | | | 516,000 | | | | 650,000 | 1,300,000 | 2,000,000 | | | | | | | | | | Richard Lindahl | 3/13/2024 | | | | — | — | — | — | 125,000 | 2.33 | 2.24 | 187,175 | | | | 191,880 | 383,760 | 575,640 | | | | | | | | | | Coleen Glessner | 3/13/2024 | | | | — | — | — | — | 125,000 | 2.33 | 2.24 | 187,175 | | | | 181,140 | 362,280 | 543,420 | | | | | | | | | | Paul Williams | 3/13/2024 | | | | — | — | — | — | 125,000 | 2.33 | 2.24 | 187,175 | | | | 123,750 | 247,500 | 371,250 | | | | | | | | | | William Hartzel | 3/13/2024 | | | | — | — | — | — | 125,000 | 2.33 | 2.24 | 187,175 | | | | 117,000 | 234,000 | 351,000 | | | | | | | | | | Jennifer Fox | 3/13/2024 | | | | — | — | — | — | 125,000 | 2.33 | 2.24 | 187,175 | | | | 182,520 | 365,040 | 547,560 | | | | | | | | |
2024 Grants of Plan-Based Awards
1.Constitutes threshold, target, and maximum award opportunities for our NEOs under our Annual Bonus Plan. Please see the “Annual Cash Incentives” discussion in the “Compensation Discussion and Analysis” section of this proxy statement. The actual amounts paid with respect to these awards are included in the “Non-equity Incentive Plan Compensation” column in the Summary Compensation Table. 2.Except as otherwise noted below in footnotes 6, 7 and 8, represents shares of common stock issuable upon exercise of stock options. Each stock option grant vests in three equal installments on the day prior to the first, second and third annual anniversaries of the grant date and each option has a term of seven years. All stock options have an exercise price equal to the closing sale price per share of our common stock on the NYSE on the trading day immediately preceding the date of grant. 3.Represents the closing sales price of our common stock on the NYSE on the trading day immediately preceding the date of grant. 4.Represents the closing sales price of our common stock on the NYSE on the date of grant. 5.Reflects the grant date fair value of each equity award calculated in accordance with SEC rules. For a discussion of our valuation assumptions, see Note 2 and Note 11 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. 6.The amounts shown represent the number of stock options to be granted upon satisfaction of the conditions to vesting. The stock options vest following the anniversary of the grant date, based on the satisfaction of $5 stock price performance hurdle as described in the CEO Employment Agreement, and subject to the executive officer's continued employment with the Company. 7.The amounts shown represent the number of stock options to be granted upon satisfaction of the conditions to vesting. The stock options vest following the anniversary of the grant date, based on the satisfaction of $10 stock price performance hurdle as described in the CEO Employment Agreement, and subject to the executive officer's continued employment with the Company.
2024 Grants of Plan-Based Awards
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2024 Grants of Plan-Based Awards
8.The amounts shown represent the number of stock options to be granted upon satisfaction of the conditions to vesting. The stock options vest following the anniversary of the grant date, based on the satisfaction of $15 stock price performance hurdle as described in the CEO Employment Agreement, and subject to the executive officer's continued employment with the Company. 9.The amount shown represents the value relating to an incentive award valued at $8 million, which may be paid in any combination of cash or common stock, at the discretion of the Board. The incentive award is subject to achieving a stock price of $15 (20-day trading average) within a five-year performance period. *As Interim CEO, Mr. Miller was not eligible to receive equity awards.
2024 Grants of Plan-Based Awards
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2024 Option Exercises and Stock Awards Vested
2024 Option Exercises and Stock Awards Vested The following table sets forth information regarding the exercise of stock options and the vesting of RSU awards during the fiscal year ended December 31, 2024, for each of the NEOs on an aggregate basis.
2024 Option Exercises and Stock Awards Vested
| | Option Awards | | Stock Awards | | | Name* | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise(1) ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(2) ($) | | Joseph Papa | — | — | — | — | | Richard Lindahl | — | — | 36,567 | 142,074 | | Coleen Glessner | — | — | 80,614 | 691,418 | | Paul Williams | — | — | 3,770 | 18,031 | | William Hartzel | — | — | 9,322 | 60,007 | | Jennifer Fox | 16,394 | 14,027 | 22,900 | 98,258 |
2024 Option Exercises and Stock Awards Vested
1.The amounts in the “Value Realized on Exercise” column are calculated based on the difference between the closing market price per share of our common stock on the date of exercise and the exercise price per share of the applicable stock option. 2.The amounts in the “Value Realized on Vesting” column are calculated based on the closing market price per share of our common stock on the vesting date. * As Interim CEO, Mr. Miller was ineligible to receive option awards and stock awards.
2024 Outstanding Equity Awards At Fiscal Year End
2024 Outstanding Equity Awards At Fiscal Year End The following table sets forth information regarding unexercised stock options, unvested RSUs and unvested PSUs outstanding as of December 31, 2024 for each of the NEOs.
2024 Outstanding Equity Awards At Fiscal Year End
| | Option Awards | | | | Stock Awards | | | | | | Number of Securities Underlying Unexercised Equity Awards | | | | Unvested Restricted Stock Unit Awards | Market Value Unvested Restricted Stock Unit Awards ($)(1) | Unvested Performance Stock Unit Awards(2) | Market Value Unvested Performance Stock Unit Awards ($)(3) | | Name | Exercisable | Unexercisable | Option Award Exercise Price ($) | Option Award Expiration Date | | | | | | Joseph Papa | — | 500,000 | 2.33 | 3/13/2031 | — | — | — | — | | | — | 250,000 | 2.33 | 3/13/2031 | — | — | — | — | | | — | 250,000 | 2.33 | 3/13/2031 | — | — | — | — | | | — | 250,000 | 2.33 | 3/13/2031 | — | — | — | — | | | — | 250,000 | 2.33 | 3/13/2031 | — | — | — | — |
2024 Outstanding Equity Awards At Fiscal Year End
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2024 Outstanding Equity Awards At Fiscal Year End
| | Option Awards | | | | Stock Awards | | | | | | Number of Securities Underlying Unexercised Equity Awards | | | | Unvested Restricted Stock Unit Awards | Market Value Unvested Restricted Stock Unit Awards ($)(1) | Unvested Performance Stock Unit Awards(2) | Market Value Unvested Performance Stock Unit Awards ($)(3) | | Name | Exercisable | Unexercisable | Option Award Exercise Price ($) | Option Award Expiration Date | | | | | | | 19,963 | — | 48.33 | 5/7/2025 | — | — | — | — | | Richard Lindahl | 20,321 | — | 61.01 | 2/26/2026 | — | — | — | — | | | 24,414 | — | 61.44 | 2/25/2027 | — | — | — | — | | | 16,043 | —(1) | 93.49 | 2/24/2028 | — | — | — | — | | | 25,751 | 12,913(2) | 41.38 | 3/1/2029 | — | — | — | — | | | 4,099 | 8,209(3) | 12.06 | 3/2/2030 | — | — | — | — | | | 16,394 | 32,837 | 8.39 | 6/9/2030 | — | — | — | — | | | — | 125,000 | 2.33 | 3/13/2031 | — | — | — | — | | | — | — | — | — | 3,222 | 30,802 | — | — | | | — | — | — | — | 4,102 | 39,215 | — | — | | | — | — | — | — | 16,410 | 156,880 | — | — | | | — | — | — | — | 15,000 | 143,400 | — | — | | | — | — | — | — | — | — | 12,308 | 117,664 | | | — | — | — | — | — | — | 49,231 | 470,648 | | Coleen Glessner | 15,752 | 7,899 | 42.28 | 4/8/2029 | — | — | — | — | | | 2,562 | 5,130 | 12.06 | 3/2/2030 | — | — | — | — | | | 10,247 | 20,523 | 8.39 | 6/9/2030 | — | — | — | — | | | — | 125,000 | 2.33 | 3/31/2031 | | | — | — | | | — | — | — | — | 1,971 | 18,843 | — | — | | | — | — | — | — | 2,564 | 24,512 | — | — | | | — | — | — | — | 10,256 | 98,047 | — | — | | | — | — | — | — | — | — | 7,692 | 73,536 | | | — | — | — | — | — | — | 30,770 | 294,161 |
2024 Outstanding Equity Awards At Fiscal Year End
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2024 Outstanding Equity Awards At Fiscal Year End
| | Option Awards | | | | Stock Awards | | | | | | Number of Securities Underlying Unexercised Equity Awards | | | | Unvested Restricted Stock Unit Awards | Market Value Unvested Restricted Stock Unit Awards ($)(1) | Unvested Performance Stock Unit Awards(2) | Market Value Unvested Performance Stock Unit Awards ($)(3) | | Name | Exercisable | Unexercisable | Option Award Exercise Price ($) | Option Award Expiration Date | | | | | | Paul Williams | 1,769 | — | 93.49 | 2/24/2028 | — | — | — | — | | | 1,693 | — | 59.07 | 7/9/2028 | — | — | — | — | | | 5,071 | 2,542 | 41.38 | 3/1/2029 | — | — | — | — | | | 769 | 1,539 | 12.06 | 3/2/2030 | — | — | — | — | | | 3,074 | 6,157 | 8.39 | 6/9/2030 | — | — | — | — | | | — | 125,000 | 2.33 | 3/13/2031 | — | — | — | — | | | — | — | — | — | 1,269 | 12,132 | — | — | | | — | — | — | — | 769 | 7,352 | — | — | | | — | — | — | — | 3,077 | 29,416 | — | — | | | — | — | — | — | — | — | 2,308 | 22,064 | | | — | — | — | — | — | — | 9,231 | 88,248 | | William Hartzel | 7,877 | 3,949 | 42.28 | 4/8/2029 | — | — | — | — | | | 1,025 | 2,052 | 11.66 | 3/6/2030 | — | — | — | — | | | 4,099 | 8,209 | 8.39 | 6/9/2030 | — | — | — | — | | | — | 125,000 | 2.33 | 3/13/2031 | — | — | — | — | | | — | — | — | — | 1,971 | 18,843 | — | — | | | — | — | — | — | 2,222 | 21,242 | — | — | | | — | — | — | — | 2,051 | 19,608 | — | — | | | — | — | — | — | 8,205 | 78,440 | — | — | | | — | — | — | — | 15,000 | 143,400 | — | — | | | — | — | — | — | — | — | 1,539 | 14,713 | | | — | — | — | — | — | — | 6,154 | 58,832 |
2024 Outstanding Equity Awards At Fiscal Year End
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2024 Outstanding Equity Awards At Fiscal Year End
The vesting dates of the awards are as follows:
2024 Outstanding Equity Awards At Fiscal Year End
| Stock Options | | | | | | | Vesting Date | Joseph Papa | Richard Lindahl | Coleen Glessner | Paul Williams | William Hartzel | | 2/28/2025 | | 12,913 | | 2,542 | | | 3/1/2025 | | 4,099 | 2,561 | 769 | | | 3/5/2025 | | | | | 1,025 | | 3/12/2025 | 749,750 | 41,625 | 41,625 | 41,625 | 41,625 | | 4/7/2025 | | | 7,899 | | 3,949 | | 6/8/2025 | | 16,394 | 10,246 | 3,074 | 4,099 | | 3/1/2026 | | 4,110 | 2,569 | 770 | | | 3/5/2026 | | | | | 1,027 | | 3/12/2026 | 249,750 | 41,625 | 41,625 | 41,625 | 41,625 | | 6/8/2026 | | 16,443 | 10,277 | 3,083 | 4,110 | | 3/12/2027 | 250,500 | 41,750 | 41,750 | 41,750 | 41,750 | | (4) | 250,000 | | | | | | Total | 1,500,000 | 178,959 | 158,552 | 135,238 | 139,210 | | RSU's | | | | | | | Vesting Date | | Richard Lindahl | Coleen Glessner | Paul Williams | William Hartzel | | 2/28/2025 | | 3,222 | | 1,269 | | | 3/1/2025 | | 2,051 | 1,282 | 385 | | | 3/5/2025 | | | | | 1,026 | | 4/7/2025 | | | 1,971 | | 1,971 | | 6/8/2025 | | 8,205 | 5,128 | 1,539 | 4,103 | | 7/11/2025 | | | | | 15,000 | | 10/15/2025 | | 15,000 | | | | | 11/11/2025 | | | | | 2,222 | | 3/1/2026 | | 2,051 | 1,282 | 384 | | | 3/5/2026 | | | | | 1,025 | | 6/8/2026 | | 8,205 | 5,128 | 1,538 | 4,102 | | Total | | 38,734 | 14,791 | 5,115 | 29,449 |
2024 Outstanding Equity Awards At Fiscal Year End
1.Represents the closing price of our common stock on December 31, 2024 multiplied by the number of shares underlying the unvested portion of the RSU award as of December 31, 2024. 2.The unvested portion of the PSU awards will vest upon satisfaction of the underlying performance criteria of adjusted EBITDA as a percentage of revenue. See “CEO Compensation,” beginning on page 31 of this proxy statement. 3.Represents the closing price of our common stock on December 31, 2024 multiplied by the number of shares underlying the unvested portion of the PSU award as of December 31, 2024. 4.Granted on March 13, 2024, stock options to be granted upon satisfaction of the conditions to vesting. Stock options vest following the anniversary of the grant date, based on the satisfaction of a $15 stock price performance hurdle as described in the CEO Employment Agreement, and subject to the executive officer's continued employment with the Company.
2024 Outstanding Equity Awards At Fiscal Year End
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Payments Upon Termination or Change in Control
Payments Upon Termination or Change in Control
CEO Pay Ratio Disclosure
CEO Pay Ratio Disclosure Pursuant to the SEC rules requiring companies to disclose their CEO and median-compensated employee pay ratio, set forth below is the ratio of compensation of our Chief Executive Officer to the median employee’s compensation.
CEO Pay Ratio Disclosure
| Annual total compensation of Joseph Papa, CEO(1) | $6,062,562 | | Annual total compensation of the median employee(2) | $125,838 | | Ratio of Chief Executive Officer to median employee compensation | 48:1 |
CEO Pay Ratio Disclosure
1.Annual total compensation for Mr. Papa utilizes annualized base salary, whereas Summary Compensation table utilizes actual base salary paid. 2.Annual total compensation of the median employee consisted of base pay, bonus (paid in 2025, but earned in 2024) and 401(k) match (where applicable). In determining the median employee, a list of all full-time and part-time employees, exclusive of Mr. Papa, was prepared based on active employees included in the Company’s payroll system as of December 31, 2024. Salaries and wages were annualized for those employees who were not employed for the full year of 2024. Salaries and wages were ranked from lowest to highest, and the compensation (base pay, plus bonus) of the median employee was selected from the list.
Pay Versus Performance Disclosure
Pay Versus Performance Disclosure The table set forth below summarizes information to show the relationship between NEO compensation and certain financial performance measures for fiscal years 2020, 2021, 2022, 2023 and 2024. This information is provided in accordance with Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K.
Pay Versus Performance Disclosure
| Fiscal Year | Summary Compensation Table Total for PEO (Miller) ($)(1) | Summary Compensation Table Total for PEO (Papa) ($)(1) | Compensation Actually Paid to PEO (Miller) ($)(1)(2) | Compensation Actually Paid to PEO (Papa) ($)(1)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(3) | Average Compensation Actually Paid to Non-PEO NEOs ($)(2)(3) | Value of Initial Fixed $100 Investment Based on | | Net Income (Loss) (in millions) ($)(5) | Total Revenues (in millions) ($)(5) | | | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($)(4) | | | | 2024 | 218,750 | 5,862,562 | 218,750 | 19,531,513 | 1,788,883 | 2,945,103 | 17.72 | 147.24 | (190.6) | 1,043.6 | | 2023 | 766,667 | 5,103,858 | 766,667 | 393,077 | 1,813,193 | 462,669 | 4.45 | 146.27 | (760.5) | 1,049.3 | | 2022 | — | 7,578,573 | — | 508,270 | 3,393,116 | 951,561 | 21.89 | 140.85 | (211.6) | 1,117.5 | | 2021 | — | 6,932,076 | — | 532,388 | 2,469,172 | 192,682 | 80.57 | 121.8 | 219.5 | 1,773.6 | | 2020 | — | 5,569,978 | — | 10,223,966 | 2,457,336 | 5,035,083 | 166.08 | 108.63 | 305.8 | 1,577.3 |
Pay Versus Performance Disclosure
1.Mr. Kramer was our principal executive officer (PEO) for each of 2020, 2021, 2022 and until June 24, 2023. Mr. Miller was the Company’s Interim CEO from June 24, 2023 until February 21, 2024. Mr. Papa is the Company’s current CEO starting February 21, 2024. 2.The dollar amounts reported in the “Compensation Actually Paid to PEO” column, the “Compensation Actually paid to CEO (Miller)” column and the “Average Compensation Actually Paid to Non-PEO Named Executive Officers” column represent the amount of “compensation actually paid” (“CAP”) to each of our PEOs and the “average compensation actually paid” to our non-PEO NEOs, respectively, as computed in accordance with Item 402(v) of Regulation S-K. While SEC rules require us to disclose these amounts, they do not correlate to actual amounts that will or may be paid to our NEOs. The actual amounts that will or may be paid to each NEO will be determined following the completion of the applicable service and/or performance period based upon the actual achievement over such service and/or performance period. Supplemental tables reconciling compensation reported in our summary compensation table to CAP for our PEOs is provided below. 3.The non-PEO NEOs for 2024 are Mr. Lindahl, Ms. Glessner, Mr. Williams, Mr. Hartzel and Ms. Fox, our former EVP, General Counsel, Legal Affairs and Corporate Secretary. The 2023 non-PEO NEOs are Mr. Lindahl, Mr. Havey, our former Chief Operating Officer, Ms. Fox, Ms. Glessner and Mr. Williams. For 2022, the non-PEO NEOS were Mr. Lindahl, Mr. Havey, Ms. Fox and Mr. Saran, our former Chief Strategy and Development Officer, and for each of 2021 and 2020 the non-PEO NEOs were Mr. El-Hibri, Mr. Lindahl, Mr. Havey and Mr. Saran. Supplemental tables reconciling compensation reported in our summary compensation table to CAP for the average of our non-PEO NEOs is provided below. 4.Peer Group reflects published data for the S&P 500 Biotechnology Index. 5.Net income (loss) and Total Revenues for each year shown, as disclosed in the Company’s annual report on Form 10-K for the corresponding year. Total Revenues is our “Company-Selected Measure” as set forth in Regulation S-K 402(v). Note that the restatement identified in the Company’s Form 10-K/A filed on December 11, 2023 did not require a recovery in connection with the Company’s Executive Compensation Recovery Policy.
Pay Versus Performance Disclosure
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Pay Versus Performance Disclosure
Supplemental Tables:
Relationship Between Compensation Actually Paid and Performance
Relationship Between Compensation Actually Paid and Performance The graphs below show the following relationships: (1) Relationship between compensation “actually paid” to each PEO and average actual compensation paid to the Company’s non-PEO NEOs and the Company’s cumulative total shareholder return (“TSR”) and comparison of company TSR and peer group TSR. PEO CAP applies to Mr. Kramer for years 2020 through 2023 and Mr. Papa for 2024.
Relationship Between Compensation Actually Paid and Performance
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Relationship Between Compensation Actually Paid and Performance
(2) Relationship between compensation “actually paid” to each PEO and average actual compensation paid to the Company’s non-PEO NEOs and the Company’s net income (loss). PEO CAP applies to Mr. Kramer for years 2020 through 2023 and Mr. Papa for 2024. (3) Relationship between compensation “actually paid” to each PEO and average actual compensation paid to non-PEO NEOs and Total Revenues. PEO CAP applies to Mr. Kramer for years 2020 through 2023 and Mr. Papa for 2024.