DEF 14A of Emergent BioSolutions Inc., Mar 20, 2026

DEF 14A of Emergent BioSolutions Inc.

Filed Mar 20, 2026 · FY20250001367644-26-000033

Open on EDGAR

  1. PROPOSAL 1 — ELECTION OF CLASS II DIRECTORS

    PROPOSAL 1 — ELECTION OF CLASS II DIRECTORS

  2. Director Nominees

    Director Nominees

  3. Class II Directors—Term to Expire at the 2026 Annual Meeting

    Class II Directors—Term to Expire at the 2026 Annual Meeting

  4. Class II Directors—Term to Expire at the 2026 Annual Meeting

    | Age: 63 Director Since: 2022 Committees: •Audit and Finance •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. |

  5. Class II Directors—Term to Expire at the 2026 Annual Meeting

    | Age: 68 Director Since: 2026 Committees: •Audit and Finance | John Fowler, Jr. Mr. Fowler was appointed as a director on March 1, 2026. Mr. Fowler has over 30 years of healthcare and finance leadership experience. He is currently chair of the board of trustees of the University of Virginia Darden School Foundation. Previously, he spent 14 years at Wells Fargo Securities in senior leadership roles, including vice chairman, Corporate and Investment Banking. Prior to Wells Fargo, Mr. Fowler held positions as vice chairman of investment banking at Deutsche Bank, head of Health Care Services Banking at JPMorgan, and head of Health Care Banking at Salomon Brothers. Mr. Fowler was also president of Large Scale Biology Corporation, a publicly traded biotech company; a founding partner of Bio-Strategic Directors, a biotech consulting firm; and managing partner of Baycrest Capital, a private equity investment firm. He has served on various corporate boards of directors, including Beverly Enterprises (lead outside director), Large Scale Biology Corporation and Optical Dynamics. Mr. Fowler earned a J.D. from the University of Virginia School of Law, an M.B.A. from the University of Virginia Darden School of Business and a B.A. in History from the University of Virginia. Qualifications: We believe Mr. Fowler’s qualifications to serve on our Board of Directors include his deep experience in healthcare, finance and corporate leadership, as well as his track record guiding companies through periods of transformation. |

  6. Class II Directors—Term to Expire at the 2026 Annual Meeting

    | EMERGENT BIOSOLUTIONS INC. | 2026 Proxy Statement | 13 |

  7. Class II Directors—Term to Expire at the 2026 Annual Meeting

    | Age: 82 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., (“ExpoBio”), a private biotechnology company, from December 2004 to February 2011. In January 2016, Dr. Harsanyi returned to ExpoBio to serve as Chairman of the board. Since August 2016, Dr. Harsanyi has been a director of Aptevo Therapeutics Inc., (“Aptevo”) 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 Presidents’ 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. |

  8. Class II Directors—Term to Expire at the 2026 Annual Meeting

    | Age: 70 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, a member of the Board of Directors of Mirador Therapeutics, and a member of the Board of Directors of BNS Ophthalmics, both privately held companies. Mr. Papa is also a member of the Board of Directors of Milestone Pharma, and Candel Therapeutics both publicly traded companies. Qualifications: We believe Mr. Papa’s qualifications to serve on our Board of Directors include his extensive experience in the healthcare and pharmaceutical industry, including leadership experience serving as Chairman and Chief Executive Officer of other organizations. |

  9. Class II Directors—Term to Expire at the 2026 Annual Meeting

    | 14 | 2026 Proxy Statement | EMERGENT BIOSOLUTIONS INC. |

  10. Continuing Directors

    Continuing Directors

  11. Class III Directors—Terms to Expire at the 2027 Annual Meeting

    Class III Directors—Terms to Expire at the 2027 Annual Meeting

  12. Class III Directors—Terms to Expire at the 2027 Annual Meeting

    | Age: 64 Director Since: 2023 Committees: •Compensation (Chair) •Quality, Compliance, Manufacturing and Risk Management | Donald DeGolyer Mr. DeGolyer has served as a director since October 2023. Mr. DeGolyer 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, of Endo International, a Nasdaq listed specialty pharmaceutical company, from 2013 to 2015. Between 2009 and 2013, he served as Chief Executive Officer of Sandoz Inc., a $3.5 billion 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 company), both publicly traded companies, where he was also Chairman of the Compensation Committees. Mr. DeGolyer served on the Board of Directors of Xevant, Inc., a privately held company from 2023 to 2025. He also has 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 M.B.A. from Harvard Business School, an M.B.A. from Fairleigh Dickinson University, and a B.A. 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. |

  13. Class III Directors—Terms to Expire at the 2027 Annual Meeting

    | Age: 64 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 Chief Executive Officer 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 Chief Executive Officer of Envisia Therapeutics (acquired), an ophthalmology company focused on therapeutics. Prior to Liquidia, Mr. Fowler worked for seven years with Johnson & 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 13 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 B.S. degree in Pharmacy and M.B.A., 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 throughout his career. |

  14. Class III Directors—Terms to Expire at the 2027 Annual Meeting

    | EMERGENT BIOSOLUTIONS INC. | 2026 Proxy Statement | 15 |

  15. Class III Directors—Terms to Expire at the 2027 Annual Meeting

    | Age: 64 Director Since: 2020 Committees: •Audit and Finance (Chair) •Scientific Review | 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 and as a member of its Board of Directors since August 2016 and recently announced that effective April 1, 2026, he will retire as CEO and assume the role of Executive Chair of the Aptevo Board of Directors. Mr. White first served as a director of Emergent in June 2010, until his resignation 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-listed 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 M.B.A. in finance from Indiana University and his B.S. in Accounting from Wilberforce 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. |

  16. Continuing Directors

    Continuing Directors

  17. Class I Directors—Terms to Expire at the 2028 Annual Meeting

    Class I Directors—Terms to Expire at the 2028 Annual Meeting

  18. Class I Directors—Terms to Expire at the 2028 Annual Meeting

    | Age: 54 Director Since: 2022 Committees: •Compensation •Nominating and Corporate Governance | 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., (“Avanir”), 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 is also Chairman of Ambros Therapeutics, Inc., which is privately held. 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. |

  19. Class I Directors—Terms to Expire at the 2028 Annual Meeting

    | 16 | 2026 Proxy Statement | EMERGENT BIOSOLUTIONS INC. |

  20. Class I Directors—Terms to Expire at the 2028 Annual Meeting

    | Age: 70 Director Since: 2005 Committees: •Nominating and Corporate Governance (Chair) •Compensation | Ronald Richard Mr. Richard has served as a director since January 2005. Mr. Richard served as the president and Chief Executive Officer of the Cleveland Foundation from June 2003 until his retirement in August 2023. 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 National Institutes of Health (“NIH”), Oxford University and Cambridge University. In addition, Mr. Richard currently serves on the Boards of Trustees of University Hospitals, Case Western Reserve University and the Chautauqua Institution. 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. |

  21. Class I Directors—Terms to Expire at the 2028 Annual Meeting

    | Age: 77 Director Since: 2016 Committees: •Scientific Review (Chair) •Nominating and Corporate Governance •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 where she has also had budget responsibility for a division of intramural research at National Institute of Allergy and Infectious Diseases (“NIAID”). 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 Food and Drug Administration (“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, 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 (“NCI”) 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 NCI from 2003 to 2004. She served as the Director of the Center for Biologics Evaluation and Research (“CBER”) where she managed the $350 million budget, FDA (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 Ph.D. in biochemistry from the Johns Hopkins University and her B.S. degree, cum laude, in chemistry from Rensselaer Polytechnic Institute. 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 financial acumen and expertise in regulatory matters and product development adds great depth and breadth to our Board of Directors. |

  22. Class I Directors—Terms to Expire at the 2028 Annual Meeting

    | EMERGENT BIOSOLUTIONS INC. | 2026 Proxy Statement | 17 |

  23. 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, 2025 regarding the compensation of our non-employee directors.

  24. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | All Other Compensation ($) | Total ($) | | Zsolt Harsanyi, Ph.D. | 245,000 | 250,000 | — | 495,000 | | Sujata Dayal | 98,750 | 250,000 | — | 348,750 | | Donald DeGolyer | 88,556 | 250,000 | — | 338,556 | | Neal Fowler | 95,000 | 250,000 | — | 345,000 | | Keith Katkin | 100,000 | 250,000 | — | 350,000 | | Ronald Richard | 100,000 | 250,000 | — | 350,000 | | Louis Sullivan, M.D.(3) | 93,865 | 250,000 | — | 343,865 | | Marvin White | 110,000 | 250,000 | — | 360,000 | | Kathryn Zoon, Ph.D. | 110,000 | 250,000 | — | 360,000 |

  25. DIRECTOR COMPENSATION

    1.The amounts in the “Fees Earned or Paid in Cash” column are prorated based on the date of the start of service for the applicable committee(s). Mr. John Fowler, Jr. was elected to the Board effective March 1, 2026 and therefore did not receive any compensation as a director in 2025. 2.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, 2025, calculated in accordance with SEC rules. 3.Dr. Sullivan retired on November 14, 2025. 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. In early 2026 the Board made changes to the non-employee director compensation program to increase the amounts of the initial election equity award and annual equity award to $270,000 each, up from $175,000 and $230,000, respectively. In addition, the allocation for such awards was revised from 50% RSUs and 50% stock options to 75% RSUs and 25% stock options. In making these changes the Board considered market practice based on information provided by WTW.

  26. DIRECTOR COMPENSATION

    | 20 | 2026 Proxy Statement | EMERGENT BIOSOLUTIONS INC. |

  27. 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.

  28. DIRECTOR COMPENSATION

    | Element | 2025 Non-Employee Director Compensation Program | 2026 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 - 75% RSUs and 25% stock options | $250,000 | $270,000 | | Initial Election Equity Award - 75% RSUs and 25% stock options1,2 | $320,000 | — |

  29. DIRECTOR COMPENSATION

    1.Initial election equity award values are inclusive of the annual equity award for the applicable year. 2.The enhanced initial election equity award was eliminated in favor of a uniform annual equity award for all directors subject to proration in a director’s initial year of service.

  30. DIRECTOR COMPENSATION

    | EMERGENT BIOSOLUTIONS INC. | 2026 Proxy Statement | 21 |

  31. 2025 Compensation at a Glance

    2025 Compensation at a Glance The Compensation Committee approves the target compensation levels, mix and design for our executive officers. Our executive compensation program in 2025 was modified from the prior year and was comprised of base salary, target annual cash incentive, and a fixed annual equity grant consisting of stock options and either PSUs, for our CEO, or RSUs, for our other executive officers.

  32. CEO Compensation

    CEO Compensation Mr. Papa continued to serve as our President, and Chief Executive Officer throughout 2025. The Compensation Committee approved the following compensation for Mr. Papa for 2025: •Base salary. Mr. Papa’s annual base salary was set at $1,040,000, an increase of 4% from the prior year. •Annual cash incentive for 2025 performance. Mr. Papa’s annual cash incentive remained at 130% of target. •Annual equity award granted in 50% stock options and 50% PSUs. An equity award consisting of 282,500 stock options and 282,500 PSUs was granted in March 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 first, second, and third annual anniversaries of the date of grant. The PSUs will vest pro-rata over a three-year period subject to continued service, subject to the attainment of certain adjusted EBITDA targets for 2025. In February 2026, the Compensation Committee determined that the adjusted EBITDA target was met for the PSUs granted in 2025.

  33. Other NEO Compensation

    Other NEO Compensation For 2025, the Compensation Committee approved the following compensation program for NEOs, other than Mr. Papa: •Limited increases to base salaries. Executive officers other than Mr. Papa received salary increases for 2025, which ranged from approximately 3.5% to 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 continued to be earned based on a combination of corporate and individual performance goals weighted 90% and 10%, respectively. Corporate performance continued to reflect a combination of

  34. Other NEO Compensation

    financial and operational priorities for the year including innovation and partnerships, quality, supply, and compliance, with the weighting of financial goals accounting for at least 50% of the overall corporate performance factor. •Annual equity awards in the form of 50% stock options and 50% RSUs. In 2025, due to continuing share pool constraints, equity grants for the year were made in a combination of a fixed share option grant and a fixed share RSU grant. The stock options and RSUs will vest over a three-year period subject to continued service, with one-third vesting on the day prior to each of the first, second, and third anniversaries of the date of grant. The option grants will expire the day immediately prior to the seventh anniversary of the date of grant. 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. Limited exceptions to this approach applied to certain executive officers. The Chief Financial Officer’s equity award was approved based on a target grant‑date value rather than a fixed number of shares.

  35. CEO Compensation

    CEO Compensation The Compensation Committee approved the compensation for Mr. Papa, effective January 1, 2026, as follows: •Unchanged base salary. The Compensation Committee maintained Mr. Papa’s base salary at $1,040,000. •2025 annual cash incentive. Based on its evaluation of corporate performance (Mr. Papa’s incentive has no individual component), the Compensation Committee determined to award Mr. Papa a cash bonus of $1,446,640 for his contributions to the Company’s performance in 2025, which was 130% of his 2025 annual cash incentive target opportunity, modified for a “corporate factor” of 107%. •Annual equity award granted in 25% stock options, 25% contingent RSUs and 50% contingent PSUs. An equity award consisting of 252,194 stock options, 187,708 contingent RSUs and 375,417 contingent PSUs was granted to Mr. Papa on March 3, 2026. 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 first, second, and third annual anniversaries of the date of grant. The 2026 option grants will expire the day immediately prior to the seventh anniversary of the date of grant. Due to a limited available share pool, the RSUs and PSUs were granted contingent upon stockholder approval of the amendment to the Plan to increase the number of shares available for grant. Subject to the receipt of stockholder approval, the RSUs will vest pro-rata over a three-year period, and the PSUs will vest in 2029, subject to the achievement of 2026 performance targets with an additional two-year time-based vesting, and a 2026-2028 performance target, and in each case subject to continued service. If stockholders do not approve the amendment to the Plan to increase the number of shares available for grant under the Plan, the contingent RSUs and PSUs will be automatically forfeited as of the date of the annual meeting.

  36. Other NEO Compensation

    Other NEO Compensation For 2026, 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 2026, which ranged from approximately 3.25% to 4.00%. •Unchanged annual cash incentive opportunities with unchanged weighting of financial measures. There were no changes to the annual cash incentive opportunities for 2026. 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 weighting of financial/growth goals accounting for 65% of the overall corporate performance factor. •Annual equity awards in the form of stock options and 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 first, second, and third anniversaries of the date of grant. The 2026 option grants will expire the day immediately prior to the seventh anniversary of the date of grant. Due to a limited available share pool, the RSUs were granted contingent upon stockholder approval of the amendment to the Plan to increase the number of shares available for grant. Subject to the receipt of stockholder approval, the RSUs will vest over a three-year period subject to continued service. If stockholders do not approve the amendment to the Plan to increase the number of shares available for grant under the Plan, the contingent RSUs will be automatically forfeited as of the date of the annual meeting. 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.

  37. Compensation Philosophy

    | Principle | How we achieved this in 2025 at Emergent BioSolutions for our NEOs | | | Pay should be linked to performance. | | A significant portion of compensation is variable. | | | | On average, 73% of NEO(1) target direct compensation is based on performance, delivered in the form of either annual cash bonuses or equity awards. | | Equity compensation should align executive interests with those of stockholders. | | Equity compensation is awarded in a combination of stock options and PSUs for our CEO, and stock options and RSUs for our other NEOs. | | | | Stock options and RSUs align rewards with stock price performance. | | | | PSUs incentivize achievement of our financial objectives and return to our stockholders. | | | | Overall compensation is targeted within a range of the competitive market median. | | Compensation opportunities should be competitive with relevant peer companies. | | Compensation peer groups reflect the industries we compete with for executive talent and take into account revenues, market capitalization, net income, headcount, and research & development expense. | | Supplemental benefits and perquisites should be limited and used selectively in specific circumstances to attract and retain executives. | | Executives participate in broad-based benefits that are generally available to all employees. | | | | Any supplemental benefits or perquisites are considered on a case-by-case basis. | | | | No NEO received supplemental benefits or perquisites in 2025. |

  38. 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. |

  39. Compensation Framework

    | Pay Component | Key Features in 2025 | | 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 and PSUs for our CEO and stock options and RSUs for our other NEOs. •Fixed amount of stock options and RSUs to minimize share usage. •Stock options and RSUs 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. |

  40. 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 member 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 other 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, these officers do not have 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.

  41. Use of Market Data

    Use of Market Data

  42. 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 |

  43. 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 $230 million and $3.0 billion; market capitalization between $120 million and $1.2 billion; negative EBITDA; •Headcount (full-time) of 515 to 5,200; and •Additional judgment 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 a focus on companies with revenues approximating $1 billion; and •Broader non-industry data may be referenced if peer specific data is not available. |

  44. 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 healthcare 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). Six new companies were added in 2025 to improve Emergent’s comparability with the peer group median, and eight companies were removed, in one case due to bankruptcy filing and for others, primarily due to materially outsized 12-month trailing average market

  45. Use of Market Data

    | EMERGENT BIOSOLUTIONS INC. | 2026 Proxy Statement | 35 |

  46. Use of Market Data

    capitalization. The Compensation Committee determined that the 2025 additions combined with the remaining 12 companies provided a sufficiently robust and relevant group to reference. The following companies were included in the Proxy Peer Group to inform 2025 compensation decisions.

  47. Use of Market Data

    | Retained for 2025(1) | | New Additions for 2025 | At the time of approval of the 2025 Proxy Peer Group in late 2024 Emergent ranked at the 78th percentile on revenue, 28th percentile on net income, 31st percentile on R&D expense as a percentage of revenue, bottom of the group on trailing 12-month market capitalization and the 53rd percentile on headcount. | | 1.ACADIA Pharmaceuticals Inc.; 2.Alkermes plc; 3.Amneal Pharmaceuticals, Inc.; 4.Amphastar Pharmaceuticals, Inc.; 5.CRISPR Therapeutics AG; 6.Dynavax Technologies Corporation; 7.Haemonetics Corporation; 8.Integra LifeSciences Holdings Corporation; 9.Ionis Pharmaceuticals, Inc.; 10.Myriad Genetics, Inc.; 11.OPKO Health, Inc.; and 12.PTC Therapeutics, Inc. | | 1.ANI Pharmaceuticals, Inc.; 2.Collegium Pharmaceutical, Inc.; 3.Novavax, Inc.; 4.Organogenesis Holdings Inc.; 5.Pacira BioSciences, Inc.; and 6.Supernus Pharmaceuticals, Inc. | | | | 18 company peer group to ensure sufficient robustness of data | | |

  48. Use of Market Data

    1.Removals for 2025: Bio-Techne Corporation, Bruker Corporation, Exelixis, Inc., Globus Medical, Inc., Invitae Corporation, Masimo Corporation, Neurocrine Biosciences, Inc. and United Therapeutics Corporation

  49. 2026 Proxy Peer Group

    2026 Proxy Peer Group In November 2025, the Compensation Committee approved the Proxy Peer Group that would be used to inform 2026 compensation decisions. •Three companies were removed from the Proxy Peer Group. CRISPR Therapeutics AG, Dynavax Technologies Corporation and Ionis Pharmaceuticals, Inc. These companies were removed due to market capitalizations at the high-end of the established range given sensitivity in comparing compensation levels to outsized peers. •One company, Apellis Pharmaceuticals, Inc. was added to improve Emergent’s comparability with the peer group median.

  50. 2026 Proxy Peer Group

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  51. 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 any 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. |

  52. 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 2025, individual performance objectives during the year.

  53. Annual Cash Incentives

    | | [ | | | | ] | | | | Target Annual Cash Incentive Awardx | | Corporate Performance (90% - 100%) | + | Individual Performance (0% - 10%) | | = | Actual Annual Cash Incentive Award |

  54. Annual Cash Incentives

    The amount payable in respect of annual cash incentive awards is reviewed and approved by the Compensation Committee each year. Threshold performance results in a bonus of 50% of target for all NEOs. Maximum performance results in 150% of target for all NEOs other than Mr. Papa and 200% of target for Mr. Papa. 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:

  55. Annual Cash Incentives

    | Role | 2025 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% | | Simon Lowry | 50% | 90% | 10% | | Paul Williams | 50% | 90% | 10% |

  56. Equity Incentives

    Equity Incentives Equity incentives represent the largest proportion of an NEO’s target compensation. 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 market median 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.

  57. Equity Incentives

    | Equity Type and Weighting | Purpose | Key Features | | Stock Options (50% for all NEOs) | •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. | | Performance Stock Units (50% for CEO) | •Incentivize achievement of our financial objectives. | •Full value phantom award denominated in shares of our common stock that provides, after vesting, the right to receive one share of common stock (or the cash equivalent) for each PSU; and •Vest in three equal annual installments beginning on the day prior to the one-year anniversary of the date of grant, subject to the attainment of certain adjusted EBITDA targets for 2025. | | Restricted Stock Units (50% for other NEOs) | •Align executives’ interests with the long-term interests of our stockholders; and •Help retain key employees. | •Full value phantom award denominated in shares of our common stock that provides, after vesting, the right to receive one share of common stock (or the cash equivalent) for each RSU; and •Vest in three equal annual installments beginning on the day prior to the one-year anniversary of the date of grant. |

  58. Equity Incentives

    The Compensation Committee approved all equity awards to executive officers in 2025. In 2025, the Compensation Committee determined that equity grants for the year would be made in a combination of a fixed share option grant and a fixed share PSU grant subject to the attainment of certain adjusted EBITDA targets for 2025 for our CEO and fixed share option grants and RSU grants for our other NEOs 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

  59. Equity Incentives

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  60. Equity Incentives

    grant. The Chief Financial Officer’s equity award was approved based on a target grant‑date value rather than a fixed number of shares. The Compensation Committee approved the following 2025 annual equity awards.

  61. Equity Incentives

    | | 2025 Annual Equity (#)(1) | | | 2025 Grant Date Fair Value | | Role | Options | RSUs | PSUs | | | Joseph Papa | 282,500 | — | 282,500 | $2,830,650 | | Richard Lindahl | 178,546 | 146,888 | — | $1,605,415 | | Coleen Glessner | 62,500 | 62,500 | — | $626,250 | | Simon Lowry | 62,500 | 62,500 | — | $626,250 | | Paul Williams | 62,500 | 62,500 | — | $626,250 |

  62. Equity Incentives

    1.Represents underlying shares for 2025 annual equity incentive award, which is based on a fixed amount of shares, granted as stock options and RSUs, with exceptions for the CFO and CEO noted above.

  63. 2023-2025 Performance Stock Units (PSUs)

    2023-2025 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 were based on a three-year cumulative adjusted EBITDA as a percentage of GAAP revenue, reflecting our focus on adjusted EBITDA performance as a key profitability metric. In 2023, total revenues, another key profitability metric for the Company, was added as a secondary measure. The table below discloses the potential range of performance objective targets under the 2023 PSUs (Threshold, Target and Maximum), the final level of achievement and the ultimate payout factor.

  64. 2023-2025 Performance Stock Units (PSUs)

    | Performance Ranges and Final Outcome Under 2023-2025 PSUs | | | | | | | | Performance Measure | Performance Objective Targets | | | Final Level of Achievement(1) | Preliminary 2023-2025 PSU Payout Factor | Final 2023-2025 PSU Payout Factor | | | Threshold (50% Vests) | Target (100% Vests) | Maximum (150% Vests) | | | | | Total Revenues (in millions) | $3,300.0 | $3,900.0 | $4,500.0 | $2,835.9 | —% | —% | | Adjusted EBITDA Margin | 13.0% | 16.0% | 19.0% | 12.9% | —% | 25.0%(2) |

  65. 2023-2025 Performance Stock Units (PSUs)

    1.Represents three-year cumulative total revenues and adjusted EBITDA margin for the performance period as presented to and determined by the Compensation Committee in February 2026. 2.Although performance for the applicable PSU performance period did not reach the threshold level established at grant, the Compensation Committee exercised upward discretion to approve a 25% payout. In doing so, the Committee considered the Company’s significant progress on strategic initiatives, leadership continuity considerations, and the impact of external factors that were not fully contemplated when goals were established. The Committee believes this outcome appropriately balances pay‑for‑performance alignment with the need to retain and motivate senior leadership. The Committee recognizes that the use of discretion in these circumstances is not a routine practice and expects such discretion to remain limited and fact‑specific. In addition, the table below reports the original number of shares granted under the 2023-2025 PSUs as well as the number of gross shares actually issued based upon the 25% payout level.

  66. 2023-2025 Performance Stock Units (PSUs)

    | Role | Number of PSUs Originally Granted (Target) | Number of Shares Issued (Gross) | | Richard Lindahl | 61,539 | 15,384 | | Coleen Glessner | 38,462 | 9,615 | | Paul Williams | 11,539 | 2,884 |

  67. 2023-2025 Performance Stock Units (PSUs)

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  68. 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. 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.

  69. 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.

  70. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table sets forth information for the fiscal years ended December 31, 2025, 2024 and 2023 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, 2025. We refer to these individuals throughout this proxy statement as our “named executive officers” or “NEOs.”

  71. 2025 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 | 2025 | 1,037,385 | — | 1,638,500 | 1,191,500 | 1,446,640 | 7,122 | 5,321,147 | | | 2024 | 800,000 | 1,000,000 | 516,000 | 1,973,050 | 1,566,474 | 7,038 | 5,862,562 | | Richard Lindahl Executive Vice President, Chief Financial Officer | 2025 | 662,020 | — | 851,950 | 753,053 | 431,200 | 10,500 | 2,708,723 | | | 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 | | Coleen Glessner Executive Vice President, Quality and Ethics and Compliance | 2025 | 623,551 | — | 362,500 | 263,606 | 406,082 | 8,519 | 1,664,258 | | | 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 | | Simon Lowry Chief Medical Officer and Head of Research and Development | 2025 | 545,002 | — | 362,500 | 263,606 | 289,668 | 10,500 | 1,471,276 | | Paul Williams Senior Vice President, Products Business | 2025 | 495,019 | — | 362,500 | 263,606 | 262,608 | 7,425 | 1,391,158 | | | 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 |

  72. 2025 Summary Compensation Table

    1.Represents actual salary paid in 2025 pursuant to Company’s standard payroll practice and schedule. 2.2023 amounts reflect second installment of payments under Key Employee Retention Plan to Messrs. Lindahl and Williams and Ms. Glessner. 2024 amounts reflect a new hire bonus paid to Mr. Papa in February 2024 and additional installment payments under the Key Employee Retention Plan to Messrs. Lindahl, and Williams and Ms. Glessner paid in December 2024. 3.Reflects the grant date fair value of RSU and PSU awards granted to the NEOs in the fiscal years indicated, calculated in accordance with SEC rules. For 2025, compensation included in Stock Awards included the following amounts for PSUs for Mr. Papa: $1,638,500 which represents the Company’s best estimate for probable outcome at the time of grant. For a discussion of our valuation assumptions, see Note 2 and Note 12 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. 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 see Note 2 and Note 12 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. 5.Reflects the amounts earned by the NEOs under the Company’s 2025 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.

  73. 2025 Summary Compensation Table

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  74. 2025 Grants of Plan-Based Awards

    2025 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, 2025, under any plan, contract, authorization or arrangement pursuant to which cash, securities, similar instruments or other property may be received.

  75. 2025 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 ($/sh)(3) | Grant Date Fair Value of Stock and Option Awards ($)(5) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Joseph Papa | 3/6/2025 | — | — | — | — | — | — | — | 282,500 | 5.80 | 1,191,500 | | | 3/6/2025(6) | — | — | — | 226,000 | 282,500 | — | — | — | — | 1,638,500 | | | | 676,000 | 1,352,000 | 2,080,000 | | | | | | | | | Richard Lindahl | 3/6/2025 | — | — | — | — | — | — | — | 178,546 | 5.80 | 753,053 | | | 3/6/2025 | — | — | — | — | — | — | 146,888 | — | — | 851,950 | | | | 199,070 | 398,141 | 597,211 | | | | | | | | | Coleen Glessner | 3/6/2025 | — | — | — | — | — | — | — | 62,500 | 5.80 | 263,606 | | | 3/6/2025 | — | — | — | — | — | — | 62,500 | — | — | 362,500 | | | | 187,480 | 374,960 | 562,440 | | | | | | | | | Simon Lowry | 3/6/2025 | — | — | — | — | — | — | — | 62,500 | 5.80 | 263,606 | | | 3/6/2025 | — | — | — | — | — | — | 62,500 | — | — | 362,500 | | | | 136,251 | 272,501 | 408,752 | | | | | | | | | Paul Williams | 3/6/2025 | — | — | — | — | — | — | — | 62,500 | 5.80 | 263,606 | | | 3/6/2025 | — | — | — | — | — | — | 62,500 | — | — | 362,500 | | | | 123,755 | 247,510 | 371,264 | | | | | | | |

  76. 2025 Grants of Plan-Based Awards

    1.Constitutes threshold, target, and maximum award opportunities for our NEOs under our 2025 Annual Bonus Plan for Executive Officers. 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 footnote 6, 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 12 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. 6.The PSUs granted to NEOs in fiscal year 2025 will result in the issuance of a number of shares based on the level of achievement with respect to Adjusted EBITDA for fiscal year 2025. Achievement of the threshold performance objective and target performance objective results in a share payout of 80% and 100% of the target number of shares, respectively. Performance below the 80% threshold will result in no payout. For further details regarding our PSU grants, including those made after December 31, 2025, please see the section of this proxy statement titled “Compensation, Discussion and Analysis”.

  77. 2025 Grants of Plan-Based Awards

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  78. 2025 Option Exercises and Stock Awards Vested

    2025 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, 2025, for each of the NEOs on an aggregate basis.

  79. 2025 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 | — | — | 28,478 | 237,841 | | Coleen Glessner | — | — | 8,381 | 52,339 | | Simon Lowry | — | — | 9,828 | 112,137 | | Paul Williams | — | — | 3,193 | 22,575 |

  80. 2025 Option Exercises and Stock Awards Vested

    1.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.Calculated based on the closing market price per share of our common stock on the vesting date.

  81. 2025 Outstanding Equity Awards At Fiscal Year End

    2025 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, 2025 for each of the NEOs.

  82. 2025 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 | 166,500 | 333,500 | 2.33 | 3/13/2031 | — | — | — | — | | | 83,250 | 166,750 | 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 | — | — | — | — | | | — | 282,500 | 5.80 | 3/5/2032 | — | — | — | — | | | — | — | — | — | — | — | 282,500 | 3,491,700 | | | — | — | — | — | — | — | 533,333 | 6,591,996 |

  83. 2025 Outstanding Equity Awards At Fiscal Year End

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  84. 2025 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) | | | | | | | 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) | | | | | | | 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 ($) | Option Award Expiration Date | Unvested Restricted Stock Unit Awards | Market Value Unvested Restricted Stock Unit Awards ($)(1) | Unvested Performance Stock Unit Awards(2) | Market Value Unvested Performance Stock Unit Awards ($)(3) | | Richard Lindahl | 20,321 | — | 61.01 | 2/26/2026 | | | | | | | 24,414 | — | 61.44 | 2/25/2027 | — | — | — | — | | | 16,043 | — | 93.49 | 2/24/2028 | — | — | — | — | | | 38,664 | — | 41.38 | 3/1/2029 | — | — | — | — | | | 8,198 | 4,110 | 12.06 | 3/2/2030 | — | — | — | — | | | 32,788 | 16,443 | 8.39 | 6/9/2030 | — | — | — | — | | | 41,625 | 83,375 | 2.33 | 3/13/2031 | — | — | — | — | | | — | 178,546 | 5.80 | 3/5/2032 | — | — | — | — | | | — | — | — | — | 2,051 | 25,350 | — | — | | | — | — | — | — | 8,205 | 101,414 | — | — | | | — | — | — | — | 146,888 | 1,815,536 | — | — | | | — | — | — | — | — | — | 12,308 | 152,127 | | | — | — | — | — | — | — | 49,231 | 608,495 | | Coleen Glessner | 23,651 | — | 42.28 | 4/8/2029 | — | — | — | — | | | 5,123 | 2,569 | 12.06 | 3/2/2030 | — | — | — | — | | | 20,493 | 10,277 | 8.39 | 6/9/2030 | — | — | — | — | | | 41,625 | 83,375 | 2.33 | 3/31/2031 | — | — | — | — | | | — | 62,500 | 5.80 | 3/5/2032 | — | — | — | — | | | — | — | — | — | 1,282 | 15,846 | — | — | | | — | — | — | — | 5,128 | 63,382 | — | — | | | — | — | — | — | 62,500 | 772,500 | — | — | | | — | — | — | — | — | — | 7,692 | 95,073 | | | — | — | — | — | — | — | 30,770 | 380,317 |

  85. 2025 Outstanding Equity Awards At Fiscal Year End

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  86. 2025 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) | | | | | | | 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) | | | | | | | 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 ($) | Option Award Expiration Date | Unvested Restricted Stock Unit Awards | Market Value Unvested Restricted Stock Unit Awards ($)(1) | Unvested Performance Stock Unit Awards(2) | Market Value Unvested Performance Stock Unit Awards ($)(3) | | Simon Lowry | 13,487 | 27,012 | 8.48 | 12/14/2031 | — | — | — | — | | | — | 62,500 | 5.80 | 3/5/2032 | — | — | — | — | | | — | — | — | — | 19,654 | 242,923 | — | — | | | — | — | — | — | 62,500 | 772,500 | — | — | | Paul Williams | 1,769 | — | 93.49 | 2/24/2028 | — | — | — | — | | | 1,693 | — | 59.07 | 7/9/2028 | — | — | — | — | | | 7,613 | — | 41.38 | 3/1/2029 | — | — | — | — | | | 1,538 | 770 | 12.06 | 3/2/2030 | — | — | — | — | | | 6,148 | 3,083 | 8.39 | 6/9/2030 | — | — | — | — | | | 41,625 | 83,375 | 2.33 | 3/13/2031 | — | — | — | — | | | — | 62,500 | 5.80 | 3/5/2032 | — | — | — | — | | | — | — | — | — | 384 | 4,746 | — | — | | | — | — | — | — | 1,538 | 19,010 | — | — | | | — | — | — | — | 62,500 | 772,500 | — | — | | | — | — | — | — | — | — | 2,308 | 28,527 | | | — | — | — | — | — | — | 9,231 | 114,095 |

  87. 2025 Outstanding Equity Awards At Fiscal Year End

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  88. 2025 Outstanding Equity Awards At Fiscal Year End

    The vesting dates of the awards are as follows:

  89. 2025 Outstanding Equity Awards At Fiscal Year End

    | Stock Options | | | | | | | Vesting Date | Joseph Papa | Richard Lindahl | Coleen Glessner | Simon Lowry | Paul Williams | | 3/1/2026 | | 4,110 | 2,569 | | 770 | | 3/5/2026 | 94,073 | 59,456 | 20,813 | 20,813 | 20,813 | | 3/12/2026 | 249,750 | 41,625 | 41,625 | | 41,625 | | 6/8/2026 | | 16,443 | 10,277 | | 3,083 | | 12/14/2026 | | | | 13,486 | | | 3/5/2027 | 94,072 | 59,456 | 20,812 | 20,812 | 20,812 | | 3/12/2027 | 250,500 | 41,750 | 41,750 | | 41,750 | | 12/14/2027 | | | | 13,526 | | | 3/5/2028 | 94,355 | 59,634 | 20,875 | 20,875 | 20,875 | | (4) | 250,000 | | | | | | Total | 1,032,750 | 282,474 | 158,721 | 89,512 | 149,728 | | RSUs | | | | | | | Vesting Date | | Richard Lindahl | Coleen Glessner | Simon Lowry | Paul Williams | | 3/1/2026 | | 2,051 | 1,282 | | 384 | | 3/5/2026 | | 48,963 | 20,834 | 20,834 | 20,834 | | 6/8/2026 | | 8,205 | 5,128 | | 1,538 | | 12/14/2026 | | | | 9,827 | | | 3/5/2027 | | 48,963 | 20,833 | 20,833 | 20,833 | | 12/14/2027 | | | | 9,827 | | | 3/5/2028 | | 48,962 | 20,833 | 20,833 | 20,833 | | Total | | 157,144 | 68,910 | 82,154 | 64,422 |

  90. 2025 Outstanding Equity Awards At Fiscal Year End

    1.Represents the closing price of our common stock on December 31, 2025 multiplied by the number of shares underlying the unvested portion of the RSU award as of December 31, 2025. 2.The unvested portion of the PSU awards will vest upon satisfaction of the underlying performance criteria. Mr. Papa’s PSUs achieved 100% of the 2025 adjusted EBITDA target and will vest one-third on the day prior to each anniversary beginning March 2026. See “CEO Compensation,” beginning on page 31 of this proxy statement. The NEOs 2023-2025 PSUs vested at 25% of the three-year cumulative total revenue and adjusted EBITDA margin targets in accordance with the Compensation Committee’s certification subsequent to December 31, 2025. See “Alignment of Pay with Performance” on page 30 of this proxy statement. In addition, Mr. Papa is eligible for a performance-based incentive payment equal to $8,000,000 (the “Performance-Based Incentive”), subject to the satisfaction of a share price performance factor ($15 per share) by March 13, 2029, which may be paid in any combination of cash or common stock, at the discretion of the Board. 3.Represents the closing price of our common stock on December 31, 2025 multiplied by the number of shares underlying the unvested portion of the PSU award as of December 31, 2025. 4.Granted on March 13, 2024, stock options to be granted upon satisfaction of the conditions to vesting. Stock options vested following the anniversary of the grant date, based on the satisfaction of a $15 stock price performance hurdle as described in the CEO’s Executive Employment Agreement, and subject to continued employment with the Company.

  91. 2025 Outstanding Equity Awards At Fiscal Year End

    | EMERGENT BIOSOLUTIONS INC. | 2026 Proxy Statement | 49 |

  92. Payments Upon Termination or Change in Control

    Payments Upon Termination or Change in Control

  93. 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.

  94. CEO Pay Ratio Disclosure

    | Annual total compensation of Joseph Papa, CEO | $5,321,147 | | Annual total compensation of the median employee(1) | $130,553 | | Ratio of Chief Executive Officer to median employee compensation | 41:1 |

  95. CEO Pay Ratio Disclosure

    1.Annual total compensation of the median employee consisted of base pay, bonus (will be paid in 2026, but earned in 2025) 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, 2025. Salaries and wages were annualized for those employees who were not employed for the full year of 2025. 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.

  96. CEO Pay Ratio Disclosure

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  97. 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 2021, 2022, 2023, 2024 and 2025. 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.

  98. Pay Versus Performance Disclosure

    | Fiscal Year | Summary Compensation Table Total for Former PEO (Kramer)($)(1) | Summary Compensation Table Total for Former PEO (Miller)($)(1) | Summary Compensation Table Total for PEO (Papa)($)(1) | Compensation Actually Paid to Former PEO (Kramer) ($)(1)(2) | Compensation Actually Paid to Former 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) | | | | 2025 | — | — | 5,321,146 | — | — | 9,359,216 | 1,808,855 | 3,089,320 | 13.79 | 171.44 | 52.6 | 742.9 | | 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 | 5,103,858 | 766,667 | — | 393,077 | 766,667 | — | 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 |

  99. Pay Versus Performance Disclosure

    1.Mr. Kramer was our principal executive officer (PEO) for each of 2021, 2022, and until June 24, 2023. Mr. Miller was the Company’s Interim CEO and PEO from June 24, 2023 until February 21, 2024. Mr. Papa, the Company’s current CEO, has served as PEO since February 21, 2024. 2.The dollar amounts reported in the “Compensation Actually Paid to PEO (Papa)” column, the “Compensation Actually paid to Former CEO (Miller)” column, the “Compensation Actually paid to Former PEO (Kramer)” 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 2025 are Mr. Lindahl, Ms. Glessner, Mr. Lowry and Mr. Williams. The 2024 non-PEO NEOs 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. The 2022 non-PEO NEOS were Mr. Lindahl, Mr. Havey, Ms. Fox and Mr. Saran, our former Chief Strategy and Development Officer, and for 2021 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. Supplemental Tables:

  100. 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 TSR and comparison of Company TSR and peer group TSR. PEO CAP applies to Mr. Kramer for 2021 through 2023, Mr. Miller for 2023 and 2024, and Mr. Papa for 2024 and 2025.

  101. Relationship Between Compensation Actually Paid and Performance

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  102. 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 2021 through 2023, Mr. Miller for 2023 and 2024, and Mr. Papa for 2024 and 2025. (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 2021 through 2023, Mr. Miller for 2023 and 2024, and Mr. Papa for 2024 and 2025.