Emergent BioSolutions Inc.
For the period ended Dec 31, 2024. Filed Mar 21, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 31, 2024 · Filed Mar 21, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant☒ Filed by a party other than the Registrant☐
Check the appropriate box:
☐ Preliminary Proxy Statement
☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material Pursuant to §240.14a-12
Emergent BioSolutions Inc.
(Name of Registrant as Specified in its Charter)
Not applicable.
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
2025NOTICE OFANNUALMEETING OFSTOCKHOLDERSAND PROXYSTATEMENT
Our Mission
At Emergent, our mission is to protect and save lives.
Our Vision
Our vision is to become the leader in solving health threats for communities around the world.
Our Capabilities
We are a leading public health company that delivers protective and life-saving solutions to communities around the world.
Commercial Products
We offer commercialized products that address endemic public health threats such as the opioid epidemic.
Medical Countermeasures
We specialize in developing, manufacturing, and stockpiling medical countermeasures for military and civilian populations that target some of the deadliest public health threats.
Bioservices
We offer molecule-to-market drug substance and drug product development and manufacturing services to biopharma innovators, government, and non-government organizations.
Dear Fellow Stockholders,
I join the entire Board of Directors in inviting you to attend Emergent’s 2025 annual meeting of stockholders, to be held virtually on April 30, 2025, at 9:00 a.m., Eastern Time. You can attend the Annual Meeting by visitingwww.virtualshareholdermeeting.com/EBS2025, where you will be able to listen to the meeting live, submit questions and vote online.
Looking back at the last year, I am pleased at the work our teams have done to advance Emergent’s plan to stabilize, turnaround, and transform the business. Through significant action, including several asset divestitures, resolving legacy issues, and securing significant debt refinancing, the team has stabilized Emergent’s financials and positioned the Company to execute its turnaround strategy.
The Board of Directors is confident in Emergent’s ability to transform the business to deliver sustainable value for stockholders, while continuing the important work of protecting communities from health threats. We will continue working to provide strong governance and independent oversight to represent your interests as Emergent builds upon the success of its stabilization efforts and moves toward turnaround and transformation.
On behalf of the Board, thank you for your continued investment in Emergent and joining us in our mission to protect and enhance life.
Sincerely,
Zsolt Harsanyi, Ph.D.
Chairman of the Board of Directors
March 21, 2025
YOUR VOTE IS IMPORTANTPLEASE TAKE TIME TO VOTE AS PROMPTLY AS POSSIBLE
Notice of 2025 Annual Meeting of Stockholders
TO OUR STOCKHOLDERS
The 2025 annual meeting of stockholders of Emergent BioSolutions Inc. will be held on April 30, 2025, at 9:00 a.m., Eastern Time. You will be able to attend the annual meeting, vote, and submit questions via live webcast by visitingwww.virtualshareholdermeeting.com/EBS2025.
The annual meeting will be held for the following purposes:
| 1 | To elect each of Keith Katkin, Ronald Richard and Kathryn Zoon, Ph.D. as Class I directors to hold office for a term expiring at our 2028 annual meeting of stockholders, each to serve until their respective successors are duly elected and qualified; |
| 2 | To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025; and |
| 3 | To hold, on an advisory basis, a vote to approve the 2024 compensation of our named executive officers (“NEOs”). |
Only holders of our common stock at the close of business on March 3, 2025, the record date, are entitled to receive this notice and to attend and vote at the annual meeting. We are mailing this notice beginning on or about March 21, 2025 with instructions on how to access our proxy materials and vote online.
We have designed the format of the annual meeting to provide our stockholders with similar rights and opportunities to participate that they would have at an in-person meeting. You will be able to attend and participate in the annual meeting online, vote your shares electronically and submit your questions during the meeting by visitingwww.virtualshareholdermeeting.com/EBS2025, and entering the 16-digit control number on your Notice of Internet Availability of Proxy Materials, proxy card or voting instruction card. If you encounter any difficulties accessing the virtual meeting website, please call the technical support number that will be posted on the meeting log-in page.
By Order of the Board of Directors,
Jessica Perl
Senior Vice President, General Counsel and Corporate Secretary
Gaithersburg, MD
March 21, 2025
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 30, 2025
The Company’s proxy statement for the 2025 annual meeting of stockholders and Annual Report on Form 10-K for the fiscal year ended December 31, 2024, are available atwww.proxyvote.com.
YOUR VOTE IS VERY IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING VIA LIVE WEBCAST, WE URGEYOU TO VOTE PROMPTLY. IF YOU VIRTUALLY ATTEND THE ANNUAL MEETING, YOU MAY REVOKE YOUR PROXY INACCORDANCE WITH THE PROCEDURES SET FORTH IN THE PROXY STATEMENT AND VOTE ONLINE DURING THE MEETING.
Table of Contents
| PROXY STATEMENT SUMMARY | 1 |
|---|---|
| CORPORATE GOVERNANCE | 2 |
| Composition of the Board of Directors | 2 |
| Corporate Governance Guidelines | 2 |
| Board Independence | 3 |
| Independence Determinations | 3 |
| Meetings and Attendance | 3 |
| The Board’s Role in Risk Oversight | 3 |
| Board Committees | 4 |
| Committee Memberships | 4 |
| Committee Descriptions | 5 |
| Director Nomination Process | 7 |
| Skills/Attributes Composition | 7 |
| Governance Structure | 8 |
| Communicating with the Board of Directors | 8 |
| Delinquent Section 16(a) Reports | 9 |
| STOCK OWNERSHIP INFORMATION | 10 |
| PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING | 12 |
| Proposal 1 — Election of Class I Directors | 12 |
| Directors and Nominees | 13 |
| Director Nominees | 13 |
| Continuing Directors | 14 |
| Board Experience, Attributes and Skills | 18 |
| Board Snapshot | 19 |
| Director Compensation | 20 |
| Proposal 2 — Ratification of Appointment of Independent Registered Public Accounting Firm | 22 |
| Audit and Finance Committee Report | 23 |
| Independent Registered Public Accounting Firm | 24 |
| Proposal 3 — Advisory Vote to Approve 2024 Compensation of NEOs | 25 |
| IDENTIFICATION OF EXECUTIVE OFFICERS | 26 |
| EXECUTIVE COMPENSATION | 28 |
|---|---|
| Compensation Discussion and Analysis | 28 |
| Compensation Committee Report | 44 |
| 2024 Summary Compensation Table | 45 |
| 2024 Grants of Plan-Based Awards | 46 |
| 2024 Option Exercises and Stock Awards Vested | 48 |
| 2024 Outstanding Equity Awards at Fiscal Year-End | 48 |
| Payments Upon Termination or Change in Control | 52 |
| CEO Pay Ratio Disclosure | 56 |
| Equity Compensation Plan Information | 56 |
| Pay Versus Performance Disclosure | 57 |
| POLICIES AND PROCEDURES FOR RELATED PERSON TRANSACTIONS | 61 |
| QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING | 62 |
| ADDITIONAL MATTERS | 66 |
| APPENDIX A – DEFINITIONS AND RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL MEASURES | A-1 |
Proxy Statement Summary
This summary highlights information contained elsewhere in this proxy statement and does not contain all of the information you should consider. You should read the entire proxy statement before voting.
Attend and Vote at Annual Meeting
| Meeting Date | Virtual Meeting | Meeting Time | Record Date |
|---|---|---|---|
| April 30, 2025 | www.virtualshareholdermeeting.com/EBS2025 | 9:00 am Eastern Time | March 3, 2025 |
Proposals, Board Recommendations and Required Vote
| Proposals | Board Recommendation | Required Vote | |
| 1 | Election of Class I Directors | “FOR” each of the director nominees | Plurality* |
| 2 | Ratification of the appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 | “FOR” | Majority of Votes Cast |
| 3 | Advisory vote to approve the 2024 compensation of our named executive officers | “FOR” | Majority of Votes Cast |
*The nominees who receive the most votes will be elected by stockholders.
How to Vote
If you are a stockholder of record, you may vote your shares:
| By Internet | By Telephone | By Mail | At the Meeting |
|---|---|---|---|
| Go to www.proxyvote.com. Vote up until 11:59 p.m. Eastern Time on April 29, 2025. | Call 1-800-690-6903 (toll-free from the U.S. and Canada). Vote up until 11:59 p.m. Eastern Time on April 29, 2025. | Vote by completing, signing and returning your proxy card before the annual meeting. | Go to www.virtualshareholdermeeting.com/EBS2025 |
| EMERGENT BIOSOLUTIONS INC. | 2025 Proxy Statement | 1 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.