Emergent BioSolutions Inc.
For the period ended Dec 31, 2025. Filed Mar 20, 2026.
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Dec 31, 2025 · Filed Mar 20, 2026
Contents
Alignment of Pay with Performance
Our 2025 performance exceeded the expectations we had at the start of 2025. This performance resulted in the following, which reflects our commitment to designing executive compensation programs that align pay and performance.
Above target outcomes for annual cash incentive awards. The Company’s 2025 results exceeded the performance expectations established at the beginning of the year, which was reflected in above‑target outcomes under the annual incentive program. Upon evaluating the Company’s 2025 accomplishments, including strong profitability, deleveraging, and enterprise execution, the Compensation Committee approved a 107% payout for the year.
2023-2025 PSUs were paid out at 25% based on evaluation of performance goals. The performance stock unit (PSU) awards granted in 2023 concluded their three-year performance period on December 31, 2025. The three-year cumulative adjusted EBITDA margin for the performance period as presented to and determined by the Compensation Committee in February 2026 was 12.9%, which closely approximated the 13.0% threshold performance target, which would have resulted in a 25% payout. 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 for all award recipients. In doing so, the Compensation 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 Compensation Committee believes this outcome appropriately balances pay‑for‑performance alignment with the need to retain and motivate senior leadership. The Compensation 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.
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