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Emergent BioSolutions Inc.

For the period ended Dec 31, 2024. Filed Mar 21, 2025.

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About this filing

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

EBS$6.06+3.6%Stored close · as of Nov 6, 2026
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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:

1To 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;
2To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025; and
3To 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 SUMMARY1
CORPORATE GOVERNANCE2
Composition of the Board of Directors2
Corporate Governance Guidelines2
Board Independence3
Independence Determinations3
Meetings and Attendance3
The Board’s Role in Risk Oversight3
Board Committees4
Committee Memberships4
Committee Descriptions5
Director Nomination Process7
Skills/Attributes Composition7
Governance Structure8
Communicating with the Board of Directors8
Delinquent Section 16(a) Reports9
STOCK OWNERSHIP INFORMATION10
PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING12
Proposal 1 — Election of Class I Directors12
Directors and Nominees13
Director Nominees13
Continuing Directors14
Board Experience, Attributes and Skills18
Board Snapshot19
Director Compensation20
Proposal 2 — Ratification of Appointment of Independent Registered Public Accounting Firm22
Audit and Finance Committee Report23
Independent Registered Public Accounting Firm24
Proposal 3 — Advisory Vote to Approve 2024 Compensation of NEOs25
IDENTIFICATION OF EXECUTIVE OFFICERS26
EXECUTIVE COMPENSATION28
Compensation Discussion and Analysis28
Compensation Committee Report44
2024 Summary Compensation Table45
2024 Grants of Plan-Based Awards46
2024 Option Exercises and Stock Awards Vested48
2024 Outstanding Equity Awards at Fiscal Year-End48
Payments Upon Termination or Change in Control52
CEO Pay Ratio Disclosure56
Equity Compensation Plan Information56
Pay Versus Performance Disclosure57
POLICIES AND PROCEDURES FOR RELATED PERSON TRANSACTIONS61
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING62
ADDITIONAL MATTERS66
APPENDIX A – DEFINITIONS AND RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL MEASURESA-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 DateVirtual MeetingMeeting TimeRecord Date
April 30, 2025www.virtualshareholdermeeting.com/EBS20259:00 am Eastern TimeMarch 3, 2025

Proposals, Board Recommendations and Required Vote

ProposalsBoard RecommendationRequired Vote
1Election of Class I Directors“FOR” each of the director nomineesPlurality*
2Ratification 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
3Advisory 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 InternetBy TelephoneBy MailAt 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 Statement1
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.