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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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Contents

Alignment of Pay with Performance

These achievements exceeded the expectations we had at the start of 2024. Reflecting our commitment to designing executive compensation programs that align pay and performance, this resulted in the following:

Above target outcomes for annual cash incentive awards. Our corporate performance factor yielded results above target, which would have resulted in a 130% payout for the year. Upon evaluating the outstanding accomplishments in 2024, the Compensation Committee approved a 140% payout for the year. As discussed in the following section, executive officers were ineligible for awards under the Company’s 2023 Annual Bonus Plan following the approval of a Key Employee Retention Plan (“KERP”) that was implemented in July 2023. The final payments from this plan were made in 2024.

2022-2024 PSUs were forfeited due to not achieving the threshold performance goals. The performance stock unit (PSU) awards granted in 2022 concluded their three-year performance period on December 31, 2024. The three-year cumulative adjusted EBITDA margin for the performance period as presented to and determined by the Compensation Committee on February 14, 2025 to be 6.2%, resulting in a 2022 PSU payout factor of 0% of target.

Outstanding equity is valued below threshold. Reflecting our stock price at the end of 2024, recent equity awards have an economic value substantially lower than their grant date fair value, and some historical stock option awards are underwater with no intrinsic value. The pay versus performance disclosure beginning on page 57 of this proxy statement further illustrates the declining equity values over the past five years and the impact this has had on “compensation actually paid,” as defined in SEC rules relating to our pay versus performance disclosures.

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