Document

DEF 14A 1 ebsi2021asmproxystatement.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )


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x			Definitive Proxy Statement
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o			Soliciting Material under §240.14a‑12


Emergent BioSolutions Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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April 9, 2021

Dear Fellow Stockholders:

You are cordially invited to attend the Emergent BioSolutions Inc. 2021 annual meeting of stockholders to be held on May 20, 2021, at 9:00 a.m., Eastern Time. Due to the continuing public health impact of the coronavirus outbreak (COVID‑19) and to support the health and well‑being of our partners and stockholders, this year’s annual meeting will once again be a virtual meeting of stockholders, conducted via live audio webcast. Details about the meeting, nominees for the Board of Directors and other matters to be acted on are included in the Notice of Internet Availability of Proxy Materials and proxy statement that follow. To be admitted to the annual meeting at www.virtualshareholdermeeting.com/EBS2021, you must enter the 16‑digit control number which appears on your proxy card, voting instruction form or notice you will receive.

We hope you plan to attend the annual meeting. You may vote during the virtual annual meeting by following the instructions available on the meeting website. Whether or not you plan to attend the annual meeting, we urge you to vote and submit your proxy in advance of the meeting by one of the methods described in our proxy statement or the Notice of Internet Availability of Proxy Materials. Your proxy may be revoked at any time before it is exercised as explained in our proxy statement.

On behalf of the Board of Directors and management, it is my pleasure to express our appreciation for your support.


			Sincerely,

			Fuad El‑Hibri Executive Chairman of the Board of Directors


YOUR VOTE IS IMPORTANT. PLEASE TAKE TIME TO VOTE AS PROMPTLY AS POSSIBLE.

EMERGENT BIOSOLUTIONS INC.

400 PROFESSIONAL DRIVE, SUITE 400

GAITHERSBURG, MARYLAND 20879

NOTICE OF 2021 ANNUAL MEETING OF STOCKHOLDERS

To Be Held On May 20, 2021

To Our Stockholders:

The 2021 Annual Meeting of Stockholders of Emergent BioSolutions Inc. will be held on May 20, 2021, at 9:00 a.m., Eastern Time. The safety of our stockholders is important to us, and given the continuing guidance by public health officials surrounding the coronavirus outbreak (COVID‑19) and group gatherings, this year’s annual meeting will once again be a “virtual meeting” of stockholders. You will be able to attend the annual meeting, vote, and submit questions via live webcast by visiting www.virtualshareholdermeeting.com/EBS2021.

The annual meeting will be held for the following purposes:

1. To elect three Class III directors to hold office for a term expiring at our 2024 annual meeting of stockholders, each to serve until their respective successors are duly elected and qualified;

2. To ratify the appointment by the audit committee of Ernst & Young LLP as our Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2021;

3. To hold, on an advisory basis, a vote to approve executive compensation;

4. To approve an amendment of our stock incentive plan; and

5. To act upon any other matter that may properly come before the meeting or any adjournment or postponement of the meeting.

As of the date of this notice, the company has received no notice of any matters, other than those set forth above, that may properly be presented at the 2021 annual meeting. If any other matters are properly presented for consideration at the meeting, the persons named as proxies on the enclosed proxy card, or their duly constituted substitutes, will be deemed authorized to vote the shares represented by proxy or otherwise act on those matters in accordance with their judgment.

The Board of Directors recommends that you vote FOR the election of each of the Class III director nominees, and FOR Proposals 2, 3 and 4. The close of business on March 25, 2021 has been established as the record date for determining those stockholders entitled to receive notice of and to vote at the 2021 annual meeting or any adjournment or postponement thereof.

Your vote is very important. Please read the proxy statement and then, whether or not you expect to attend the annual meeting, and no matter how many shares you own, vote your shares as promptly as possible. You can vote by proxy over the internet, by telephone or by mail by following the instructions provided in the proxy statement and on the proxy card. Submitting your proxy now will help ensure a quorum and avoid additional proxy solicitation costs. To be admitted to the annual meeting at www.virtualshareholdermeeting.com/EBS2021, you must enter the 16‑digit control number which appears on your proxy card, voting instruction form or notice you will receive. You may vote during the annual meeting by following the instructions available on the meeting website during the meeting. You may vote virtually at the annual meeting, even if you have previously submitted a proxy. If you hold shares through a broker, bank or other nominee and wish to vote your shares at the annual meeting, you will need your unique control number that accompanies the instructions that the broker, bank or other nominee provides to you with the proxy materials. If you have any questions about voting your shares or attending the virtual annual meeting, please contact our Investor Relations department at (240) 631‑3200 or by email at investorrelations@ebsi.com.

You may revoke your proxy before the vote is taken by delivering to our Corporate Secretary a written revocation, submitting a proxy with a later date or by voting your shares virtually at the meeting, in which case your prior proxy will be disregarded.


			By Order of the Board of Directors,

			Atul Saran Executive Vice President, Corporate Development, General Counsel and Corporate Secretary

Gaithersburg, Maryland

April 9, 2021

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

2021 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 20, 2021

The company’s proxy statement for the 2021 annual meeting of stockholders and annual report on Form 10‑K for the fiscal year ended December 31, 2020, are available at http://materials.proxyvote.com/29089Q.


WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOUR VOTE IS IMPORTANT. IN ORDER TO ENSURE THE REPRESENTATION OF YOUR SHARES AT THE 2021 ANNUAL MEETING, PLEASE VOTE BY PROXY AS PROMPTLY AS POSSIBLE.

TABLE OF CONTENTS


			Page Number
Questions and Answers about the Annual Meeting			1
Sustainability and Corporate Social Responsibility			6
Corporate Governance			9
Corporate Governance Guidelines			9
Board Independence			9
Meetings and Attendance			10
The Board’s Role in Risk Oversight			10
Board Committees			10
Director Nomination Process			13
Skills/Attributes Composition			14
Governance Structure and Lead Director			15
Communicating with the Board of Directors			15
Stock Ownership Information			16
Certain Stockholder Ownership			17
Section 16(a) Beneficial Ownership Reporting Compliance			18
Proposals to be Voted on at the Annual Meeting			19
Proposal 1. Election of Directors			19
Directors and Nominees			19
Director Nominees			19
Existing and Continuing Directors			20
Director Compensation			21
Proposal 2. Ratification of Appointment of Independent Registered Public Accounting Firm			23
Audit Committee Report			24
Independent Registered Public Accounting Firm			25
Proposal 3. Advisory Vote to Approve Executive Compensation			26
Identification of Executive Officers			27
Executive Compensation			28
Executive Compensation Processes			28
Compensation Discussion and Analysis			30
Compensation Committee Report			50
Compensation Committee Interlocks and Insider Participation			50
Summary Compensation Table			51
Pay Ratio Disclosure			52
2020 Grants of Plan Based Awards			53
2020 Outstanding Equity Awards at Fiscal Year‑End			55
2020 Option Exercises and Stock Awards Vested			57
Payments Upon Termination or Change in Control			58
Equity Compensation Plan Information			61
Transactions with Related Persons			63
Proposal 4. Approval of an Amendment of Our Stock Incentive Plan			66
Additional Matters			74
Appendix A: Emergent BioSolutions Inc. Amended and Restated Stock Incentive Plan			A-1

EMERGENT BIOSOLUTIONS INC.

400 Professional Drive, Suite 400

Gaithersburg, Maryland 20879


PROXY STATEMENT 2021 Annual Meeting of Stockholders

This proxy statement and the accompanying proxy card are being furnished to you by the Board of Directors of Emergent BioSolutions Inc. (the “Board” or “Board of Directors”) to solicit your proxy to vote your shares at our 2021 annual meeting of stockholders and at any adjournment or postponement of the meeting. The annual meeting will be conducted in virtual format via live audio webcast on May 20, 2021, at 9:00 a.m. Eastern Time. Stockholders can attend the meeting via the internet at www.virtualshareholdermeeting.com/EBS2021.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

Why am I receiving this proxy statement?

You are receiving this proxy statement from us because you owned shares of the company’s common stock as of March 25, 2021, the record date for the annual meeting. The Board has made these materials available to you in connection with the Board’s solicitation of proxies for use at our annual meeting.

This proxy statement describes matters on which you may vote and provides you with other important information so that you can make informed decisions. You are requested to vote on each of the proposals described in this proxy statement and are invited to attend the annual meeting.

What does it mean to vote by proxy?

It means that you give someone else the right to vote your shares in accordance with your instructions. In this way, you ensure that your vote will be counted even if you are unable to attend the annual meeting. When you submit your proxy by internet, by telephone or by mail, you appoint each of Robert Kramer, our president and chief executive officer, Richard Lindahl, our executive vice president, chief financial officer and treasurer, and Atul Saran, our executive vice president, corporate development, general counsel and corporate secretary, or their respective substitutes or nominees, as your representatives — your “proxies” — at the meeting to vote your shares in accordance with your instructions. If you give your proxy but do not include specific instructions on how to vote, the individuals named as proxies will vote your shares as the Board recommends, and may vote in their discretion with respect to any other matters properly presented at the annual meeting.

Who is entitled to vote at the annual meeting?

Holders of the company’s common stock as of the close of business on the record date, March 25, 2021, may vote by proxy or virtually at the annual meeting. As of the close of business on March 25, 2021, there were 53,576,925 shares of the company’s common stock outstanding and entitled to vote and held by 19 holders of record. The common stock is the only authorized voting security of the company, and each share of common stock is entitled to one vote on each matter properly brought before the annual meeting.

What are the matters to be voted on and what is the Board’s recommendation and the applicable voting standard?

Proposal

Voting Choices and Board
Recommendation

Voting Standard

Effect of
Abstentions

Effect of
Broker
Non‑Votes

Election of Directors

• Vote in favor of all or specific nominees;

• Vote against all or specific nominees; or

• Abstain from voting with respect to all or specific nominees.

The Board recommends a vote FOR each of the director nominees.

Plurality of votes cast

(the nominees who receive the most votes will be the nominees elected by stockholders)

None

Ratification of the appointment of Ernst & Young LLP as the company’s Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2021

• Vote in favor of the ratification;

• Vote against the ratification; or

• Abstain from voting on the ratification.

The Board recommends a vote FOR the ratification of Ernst & Young LLP as our Independent Registered Public Accounting Firm.

Majority of votes cast

None

Not applicable

Advisory vote to approve executive compensation

• Vote in favor of the proposal;

• Vote against the proposal; or

• Abstain from voting on the proposal.

The Board recommends a vote FOR the advisory vote to approve executive compensation.

Majority of votes cast

None

Approval of an amendment of our stock incentive plan

• Vote in favor of the amendment;

• Vote against the amendment; or

• Abstain from voting on the amendment.

The Board recommends a vote FOR the approval of an amendment of our stock incentive plan.

Majority of votes cast

Vote against the amendment

None

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

You may own shares of the company’s common stock in two different ways:

• Record Ownership. If your stock is represented by one or more stock certificates registered in your name or if you have a Direct Registration System account in your name evidencing shares held in book‑entry form, then you have a stockholder account with our transfer agent, Broadridge Financial Solutions, Inc., and you are a “stockholder of record.”

• Beneficial Ownership. If your shares are held in a brokerage account or by a bank or other nominee, those shares are held in “street name” and you are considered the “beneficial owner” of the shares. As the beneficial owner of those shares, you have the right to direct your broker, bank or other nominee how to vote your shares, and you will receive separate instructions from your broker, bank or other nominee describing how to vote your shares.

How do I vote my shares?

If you are a stockholder of record, you may vote your shares:


			By Internet. Before The Meeting ‑ Go to www.proxyvote.com. Use the internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on May 19, 2021. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting ‑ Go to www.virtualshareholdermeeting.com/EBS2021. You may attend the meeting via the internet and vote during the virtual meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.
			By Telephone. To vote by phone, call 1‑800‑690‑6903 (toll‑free from the U.S. and Canada). Use any touch‑tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on May 19, 2021. Have your proxy card in hand when you call and then follow the instructions. If you vote by telephone, please do not mail in a proxy card.
			By Mail. If you received your proxy materials by mail, you may vote by completing, signing and returning your proxy card. If you vote by mail, please mark, sign and date your proxy card and return it in the enclosed postage‑paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

You will need to follow the instructions when using any of these methods to make sure your shares will be voted at the annual meeting. We encourage you to vote by telephone or over the internet or by mail by completing your proxy card, even if you plan to attend the virtual annual meeting.

If you hold shares in street name through a broker, bank or other nominee, you may instruct your broker, bank or other nominee to vote your shares by following the instructions that the broker, bank or other nominee provides to you with the proxy materials. Most brokers offer the ability for stockholders to submit voting instructions by mail by completing a voting instruction card, by telephone and over the internet. If you hold shares through a broker, bank or other nominee and wish to vote your shares at the annual meeting, you will need your unique control number which appears on the instructions that accompanied the proxy materials. In any case, voting in advance by phone, internet or mail or through your broker, bank or other nominee will not prevent you from voting at the virtual annual meeting. If you have any questions about voting your shares or attending the virtual annual meeting, please contact our Investor Relations department at (240) 631‑3200 or by email at investorrelations@ebsi.com.

If I hold shares in street name by my broker, will my broker automatically vote my shares for me?

If you hold shares through an account with a bank or broker, the voting of the shares by the bank or broker when you do not provide voting instructions is governed by the rules of the New York Stock Exchange (the “NYSE”). These rules allow banks and brokers to vote shares in their discretion on “routine” matters for which their customers do not provide voting instructions. On matters considered “non‑routine,” banks and brokers may not vote shares without your instruction.

What is a “broker non‑vote” and how would it affect the vote?

Shares that banks and brokers are not authorized to vote are referred to as “broker non‑votes.” The ratification of the company’s independent registered public accounting firm is considered a routine matter. Accordingly, banks and brokers may vote shares on this proposal without your instructions, and there will be no broker non‑votes with respect to this proposal.

All other proposals are considered to be non‑routine, and banks and brokers therefore cannot vote shares on those proposals without your instructions. Please note that if you want your vote to be counted on those proposals, including the election of directors, you must instruct your bank or broker how to vote your shares. If you do not provide voting instructions, no votes will be cast on your behalf with respect to those proposals.

Broker non‑votes will be counted for purposes of establishing a quorum but will not affect the outcome of the vote on any proposal.

What does it mean if I receive more than one proxy card from the company?

It means that you have more than one account for your shares. Please vote by internet or telephone using each of the identification numbers, or complete and mail all proxy cards to ensure that all of your shares are voted.

What is “householding” and how does it affect me?

The Securities and Exchange Commission (“SEC”) has adopted rules that permit companies and intermediaries, such as brokers, to satisfy delivery requirements for proxy statements with respect to two or more stockholders sharing the same address by delivering a single Notice of Internet Availability of Proxy Materials or proxy statement and annual report addressed to those stockholders. This process, commonly referred to as “householding,” potentially provides extra convenience for stockholders and cost savings for companies. Because we utilize the “householding” rules for proxy materials, stockholders who share the same address generally will receive only one copy of the Notice of Internet Availability of Proxy Materials or proxy statement and annual report, unless we receive contrary instructions from any stockholder at that address. If you prefer to receive multiple copies of the Notice of Internet Availability of Proxy Materials or proxy statement and annual report at the same address, additional copies will be provided to you promptly upon request. If you are a stockholder of record, you may obtain additional copies upon written or oral request to Emergent BioSolutions Inc., Attn: Investor Relations, 400 Professional Drive, Suite 400, Gaithersburg, Maryland 20879; Telephone: (240) 631‑3200, Email: investorrelations@ebsi.com. Eligible stockholders of record receiving multiple copies of the Notice of Internet Availability of Proxy Materials or proxy statement and annual report can request householding by contacting us in the same manner.

If you are a beneficial owner and hold your shares in a brokerage or custody account, you can request additional copies of the Notice of Internet Availability of Proxy Materials or proxy statement and annual report or you can request householding by notifying your broker, bank or other nominee.

How do I attend the annual meeting? When and where will the annual meeting be held?

The annual meeting will be held on May 20, 2021. This year, we will be once again hosting the annual meeting live via the internet. You will not be able to attend the annual meeting in person. Any stockholder can listen to and participate in the annual meeting live via the internet at www.virtualshareholdermeeting.com/EBS2021. To participate in the virtual annual meeting, you will need the 16‑digit control number which appears on your proxy card, voting instruction form or notice you will receive. The annual meeting webcast will begin promptly at 9:00 a.m., Eastern Time. We encourage you to access the annual meeting webcast prior to the start time. Online check‑in will begin, and stockholders may begin submitting written questions, at 8:45 a.m., Eastern Time, and you should allow ample time for the check‑in procedures. If you do not have a control number, you may attend as a guest (non‑stockholder), but will not have the option to vote your shares at the virtual meeting.

What if during the check‑in time or during the annual meeting I have technical difficulties or trouble accessing the virtual meeting?

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting. If you encounter any difficulties accessing the virtual meeting during the check‑in or meeting time, please call the technical support number that will be posted on the Virtual Shareholder Meeting log in page.

Why are we holding the annual meeting virtually?

As part of our effort to maintain a safe and healthy environment for our directors, members of management and stockholders who wish to attend the annual meeting, and in light of the novel coronavirus disease pandemic (COVID‑19), we believe that hosting a virtual annual meeting is in our best interest and the best interest of our stockholders and enables increased stockholder attendance and participation during a time when many travel and other restrictions are in place that may limit attendance. Furthermore, we have determined that hosting a virtual annual meeting of stockholders will provide expanded access, improved communication, and cost savings. Hosting a virtual meeting enables increased stockholder attendance and participation since stockholders can participate from any location around the world. We intend that the virtual meeting format will provide stockholders a similar level of transparency to the traditional in‑person meeting format and we will take steps to ensure such an experience. Our stockholders will be afforded the same opportunities to participate at the virtual annual meeting as they would at an in‑person annual meeting of stockholders. Our virtual annual meeting allows stockholders to submit questions and comments before and during the annual meeting. After the annual meeting, we will be answering stockholder questions that comply with the rules of conduct for the annual meeting; which will be posted on the virtual annual meeting web portal. To the extent time does not allow us to answer all of the appropriately submitted questions, we will answer them in writing on the company’s website at www.emergentbiosolutions.com under the section “Investors,” soon after the meeting. If we receive substantially similar questions, we will group such questions together and provide a single response to avoid repetition.

How can I change my vote or revoke my proxy?

If you hold shares in your own name as a stockholder of record, you may change your vote or revoke your proxy at any time before voting begins by:

• Giving notice of revocation to our Corporate Secretary, at Emergent BioSolutions Inc., 400 Professional Drive, Suite 400, Gaithersburg, Maryland 20879 (by mail or overnight delivery);

• Executing and delivering to our Corporate Secretary, at the address noted above, a proxy card relating to the same shares bearing a later date;

• Voting by the internet or telephone prior to the time the voting facilities close (your latest internet or telephone vote will be counted); or

• Logging onto and voting at the virtual annual meeting.

If you decide to revoke or change your vote other than by voting at the annual meeting, we must receive the notice of revocation or new vote by 11:59 p.m., Eastern Time, on Wednesday May 19, 2021, the date prior to the date of the annual meeting.

If your shares are held in “street name,” you must contact your broker, bank or other nominee to revoke or change your vote. The revocation or change must be made by the broker, bank or other nominee before the annual meeting.

What is the “quorum” for the annual meeting and what happens if a quorum is not present?

In order to conduct business at the annual meeting, the holders of at least a majority of the total number of shares of the company’s common stock issued and outstanding and entitled to vote as of the March 25, 2021 record date, or 26,788, 463 shares, must be present in person or represented by proxy. This requirement is called a “quorum.” If you vote by internet or by telephone, or submit a properly executed proxy card, your shares will be included for purposes of determining the existence of a quorum. Proxies marked “abstain” and “broker non‑votes” also will be counted in determining the presence of a quorum. If the shares present in person or represented by proxy at the annual meeting are not sufficient to constitute a quorum, the annual meeting may be adjourned to a different time and place to permit further solicitations of proxies sufficient to constitute a quorum.

What is an “abstention” and how would it affect the vote?

An “abstention” occurs when a stockholder submits a proxy with explicit instructions to decline to vote regarding a particular matter. Abstentions are counted as present for purposes of determining a quorum. As a general matter, an abstention with respect to the election of directors is neither a vote cast “for” a nominee nor a vote cast “against” the nominee and, therefore, will have no effect on the outcome of the vote. Because an abstention is generally not considered to be a vote “cast” for a particular matter, it will have no effect on the ratification of the appointment of Ernst & Young LLP as our Independent Registered Public Accounting Firm or the advisory vote on the compensation of our named executive officers or the vote on the amendment of our stock incentive plan.

Does the company offer an opportunity to receive future proxy materials electronically?

Yes. If you vote on the internet, simply follow the prompts for enrolling in electronic proxy delivery service. This will reduce our printing and postage costs, as well as the number of paper documents you will receive.

If you are a stockholder of record, you may enroll in this service at the time you vote your proxy or at any time after the annual meeting and can read additional information about this option and request electronic delivery by going to www.proxyvote.com. If you hold shares in street name, please contact your broker, bank or other nominee to enroll for electronic proxy delivery.

Who will conduct the proxy solicitation and who will bear the cost?

The costs of soliciting proxies will be borne by us. The solicitation is being made primarily through the mail and electronic mail, but our directors, officers and employees may also engage in the solicitation of proxies in person, by telephone, electronic transmission or by other means. No compensation will be paid by us in connection with the solicitation of proxies, except that we may reimburse brokers, banks, custodians, nominees and other record holders for their reasonable out‑of‑pocket expenses in forwarding proxy materials to beneficial owners.

Who will count the votes?

Broadridge Financial Solutions, Inc. will tabulate the votes cast by internet, telephone and mail. Brian Millard, our Senior Vice President, Finance & Corporate Controller, will tabulate any votes cast at the annual meeting and will act as inspector of election to certify the results.

Where can I find the voting results of the meeting?

We will publish the voting results in a Form 8‑K filed with the SEC within four business days after the annual meeting. You can read or print a copy of that report by going to either the company’s website at www.emergentbiosolutions.com under the section “Investors — SEC Filings” or the SEC’s website at www.sec.gov.

Will a list of stockholders entitled to vote at the annual meeting be available?

A list of stockholders of record as of March 25, 2021, the record date, will be available for inspection by stockholders for any purpose germane to the annual meeting during normal business hours from May 10, 2021 to May 19, 2021, at our corporate headquarters at 400 Professional Drive, Suite 400, Gaithersburg, Maryland 20879. This list will also be available during the virtual annual meeting for examination by any stockholder at www.virtualshareholdermeeting.com/EBS2021.

SUSTAINABILITY AND CORPORATE SOCIAL RESPONSIBILITY

Sustainability

We aspire to be a company that prioritizes and responds to the challenges of sustainability and that also addresses various aspects of the environmental, social, and governance (“ESG”) imperatives that many of our stockholders, partners, suppliers, employees, customers and other stakeholders consider important. Our mission - to protect and enhance life - positions us to be an active player in the ESG discourse. We strive to: (a) appreciate and amplify the positive social impact of our operations, (b) design effective human capital management policies and (c) maximize our environmental stewardship.

We believe our mission together with our core values of “Stand Shoulder to Shoulder (no matter what),” “Own It Always,” “Break Through Thinking” and “Compete Where It Counts,” enables our commitment to sustainability. We strive to achieve durable business excellence by making the right decisions with integrity in ESG stewardship, corporate responsibility and ethics to protect and enhance the interests of our stakeholders.

In late 2020, we initiated a comprehensive enterprise-wide project to evaluate our ESG profile. As part of this effort, we plan to engage both internal and external stakeholders in ESG-specific conversations, identify priority ESG-related objectives and issue our inaugural sustainability report by the end of 2021. We expect that the sustainability report will enhance our disclosure to stakeholders on this important topic. Longer-term, it is our intent to reassess our progress annually and ensure alignment with our corporate strategic planning process.

Focus on ESG Materiality

We have identified three key ESG frameworks that will help guide our assessment. These are: (i) the Sustainability Accounting Standards Board (the “SASB”), focused on the Healthcare – Biotechnology and Pharmaceuticals industries; (ii) the recommendations of the Taskforce on Climate-related Financial Disclosure; and (iii) the United Nation’s Sustainable Development Goals. Of the three frameworks, we have determined that the SASB standards provide guidelines on key sustainability issues most appropriately and directly impacting the operational performance and financial conditions of our company.

For instance, the SASB Healthcare - Biotechnology and Pharmaceuticals standards seek information from companies about sustainability efforts addressing qualitative factors such as the safety of clinical trial participants, drug

safety profiles, access to medicines and affordability, ethical marketing, supply chain management and human capital management addressing employee recruitment, development and retention. Quantitative factors such as the number of patients and lives protected and the number of marketed drugs and pipeline candidates in our portfolio can also be incorporated.

Utilizing these frameworks, we are identifying our material and priority ESG matrix items. We believe our societal impact is significant, especially considering the critical role our company is currently playing in the national responses to two major public health threats: COVID-19 and the opioid overdose crisis. Our company has been at the forefront of the response to COVID-19 as both a critical vaccine manufacturing partner for key collaborators who developed COVID-19 vaccines, and as an organization advancing a COVID-19 therapeutic option, COVID-Human Immune Globulin (“COVID-HIG”). Our company also continues to play a critical role in providing access and affordability to a life-saving device, NARCAN® Nasal Spray (naloxone HCI), that is used to reverse overdose caused by opioids, a declared national emergency in the United States.

Following our initial maturity assessment and identification of prioritized opportunities, we expect, after consultation with our executive management, to bring to our Board of Directors a proposal for its consideration on identifying our ESG priorities and action items to form the basis of our next steps. Our Board of Directors is expected to take an active role in providing oversight and governance control in our implementation and disclosure related to the ESG project.

Our COVID-19 Response

In November 2019, we articulated our long-term strategy to expand and build scalable leadership positions in current and new public health markets as well as to invest in capabilities, innovation and operational excellence. The unprecedented public health crisis catalyzed by the COVID-19 global pandemic put the resiliency of our strategy to the test, and we are proud to collaborate with the federal government, regulators, researchers, nonprofits and healthcare innovators to assist with the solutions to address COVID-19.

We are deploying our molecule-to-market contract development and manufacturing (“CDMO”) capabilities, capacities and expertise to help governments, non-government organizations and pharmaceutical/biotechnology partners advance their COVID-19 programs. We have engaged in nine collaborations to develop and manufacture COVID-19 vaccine and therapeutic candidates. For the COVID-19 response, our integrated CDMO network provides development services from our Gaithersburg facility, drug substance manufacturing at our Baltimore Bayview facility, and drug product manufacturing at our Baltimore Camden, Rockville, and Winnipeg facilities.

In addition, we are developing COVID-HIG as a potential treatment for COVID-19 outpatients at high risk of progression to severe disease.

The global pandemic also brought our employees’ safety and well-being into particular focus throughout 2020. In response, we adjusted our operations to ensure that only operation-critical development and manufacturing employees worked on-site, and we transitioned all other employees to remote work, providing productivity and collaboration tools and resources for them.

For our on-site employees, increased attention was focused on their health and safety. We provided them with personal protective equipment and implemented new safety protocols, including re-engineered workplace designs that facilitate physical distancing, temperature screening and access to COVID-19 testing. Frequency and methods of communication between management and employees were increased with regular all-hands virtual meetings to discuss what we were doing as a company to combat COVID-19 in conjunction with our U.S. government and private sector partners, and what we were doing to protect our workers.

In addition, we enhanced and promoted programs to support our employees’ physical and mental well-being. For example, in 2020 we provided supplemental paid time off to employees who were unable to work due to COVID-19 symptoms or diagnosis, or who needed to address family COVID issues. We arranged and paid for COVID-19 tests for employees who work on-site. We also partnered with a leading provider of online mental health support and counseling to maintain and expand our employees’ access to offered mental health resources.

Diversity and Inclusion

Diversity and inclusion are an integral part of our culture, whether that is for our Board of Directors or our entire employee base. Our corporate governance guidelines state that it is a goal of the Board to strive for diversity in the composition of the membership of the Board. We broadly define diversity and consider different attributes, such as gender, ethnicity, race, national origin, age, disability, veteran status, sexual orientation, and other characteristics as important aspects of diversity to ensure effective corporate governance and risk oversight. Of the current ten members of our Board of

Directors, and with respect to key diversity metrics, including gender, racial and ethnic data, we have two directors who identify themselves as women and two directors who identify themselves as African American.

We are also committed to attracting, developing and retaining the best diverse employee talent. Diversity fuels our business growth. It drives innovation in the products and services we develop, in the way we solve problems and in the way we serve the needs of an increasingly global and diverse customer and partner base. We recognize the value that diversity contributes to our global organization and the competitive advantage we can maintain by having a broad range of talents, perspectives and ideas with a commitment to continuously improving our business.

Human Capital

One of the five core objectives of our current 2020-2024 strategic plan is to evolve the culture of our organization consistent with our strategic objectives and our values. We strive to create an environment that is professionally and personally rewarding by offering challenging work and projects for individual and team contribution and opportunities for professional and personal development. Another core objective of our current strategic plan is to build scalable capabilities. This objective includes continuing to invest in growing and developing leadership, innovation and engagement at all levels of our workforce. For additional information about our Human Capital management approach, we refer you to our Annual Report on Form 10-K for the fiscal year ended on December 31, 2020.

Community Involvement

Our mission -- to protect and enhance life -- applies not only to the products and services that we deliver, but also to how we serve the communities in which we live and work. Employees across the globe have volunteered nearly 45,000 hours since 2013, supporting causes that align with our focus areas of advancing public health, educating tomorrow’s scientific leaders and protecting those who protect us. Throughout several cities in North America and Europe, we have developed philanthropic programs to strengthen relationships with local nonprofits and encourage employees to give back to the community. In 2012, we established eGIVE — Give, Invest, Volunteer in the communities in which we operate. Through eGIVE, employee-led teams are activated to direct donations to nonprofits and to organize volunteer activities in regions such as Baltimore, Maryland; San Diego, California; Philadelphia, Pennsylvania; Montgomery County, Maryland; Washington, D.C.; Lansing, Michigan; Canton, Massachusetts; Winnipeg, Manitoba, Canada; Bern, Switzerland; and Dublin, Ireland. Our eGIVE program enables every employee to bring their skills, their passion and their energy to building healthier and safer communities. Each employee has the ability to request matching grants for charitable donations they have made personally.

Environmental Responsibility

We continually work to safeguard the environment and health of the communities in which we live and work. All of our facilities are closely managed with the intent to ensure appropriate practices and standards are applied to meet regulatory commitments and minimize our carbon footprint and impact on the environment. We include environmental sustainability as a consideration when maintaining and improving the infrastructure within our network of facilities, and as we plan for site expansion and construction of new buildings.

Next Steps

By year end, we look forward to sharing our sustainability report that will outline our key priorities and action items. We also plan to expand our website to include a page devoted to these topics.

CORPORATE GOVERNANCE

Composition of the Board of Directors

Our by-laws provide that the number of directors shall be fixed from time to time by the Board. The Board has established the number of directors at ten. The Board is divided into three classes, with one class being elected each year and members of each class serving for staggered three-year terms. Jerome Hauer, Ph.D., Robert Kramer, and Dr. Sue Bailey are Class III directors with terms expiring at the 2021 annual meeting. Fuad El-Hibri, Ronald Richard and Kathryn Zoon, Ph.D., are Class I directors with terms expiring at the 2022 annual meeting. Zsolt Harsanyi, Ph.D., General George Joulwan, Louis Sullivan, M.D. and Marvin White are currently Class II directors with terms expiring at the 2023 annual meeting. For more information regarding the members of our Board, please see “Directors and Nominees” beginning on page 19.

Rebalancing of the Board of Directors

Dr. Sue Bailey is a Class III director through the date of the annual meeting and has informed the company that she will not stand for reelection. After Dr. Bailey’s retirement as a Class III director at the annual meeting, the distribution of directors among the classes would have been as follows: Class I: three directors; Class II: four directors; and Class III: two directors. Accordingly, in order to avoid such an imbalance of the class distribution in the Board of Directors, on March 18, 2021, the Board of Directors determined to reclassify Marvin White as a Class III director effective as of the date of the 2021 annual meeting. Mr. White, who was appointed by the Board of Directors to fill a vacancy on the board (effective October 1, 2020), was never previously presented for approval by the stockholders. Therefore, he is being presented for stockholder approval as a proposed Class III director.

General

Our Board believes that good corporate governance is important to ensure that the company is managed for the long-term benefit of our stockholders. This section describes key corporate governance guidelines and practices that our Board has adopted. Complete copies of our corporate governance guidelines and code of conduct and business ethics are available on our website at www.emergentbiosolutions.com under “Investors — Governance.” Alternatively, you can request a copy of any of these documents by writing to Emergent BioSolutions Inc., Attn: Investor Relations, 400 Professional Drive, Suite 400, Gaithersburg, Maryland 20879.

Corporate Governance Guidelines

We are strongly committed to the highest standards of ethical conduct and corporate governance. These standards are consistent with our corporate culture. We understand that adhering to sound principles of corporate governance is critical to earning and maintaining the trust of our customers, employees and shareholders. Accordingly, our Board has adopted corporate governance guidelines to assist in the exercise of its duties and responsibilities and to serve the best interests of the company and our stockholders. These guidelines, which provide a framework for the conduct of the Board’s business, include the following:

• The Board’s principal responsibility is to oversee the management of the company;

• A majority of the members of the Board shall be independent directors;

• The independent directors shall meet regularly in executive session;

• Directors shall have full and free access to management and, as necessary and appropriate, independent advisors;

• New directors shall participate in an orientation program and all directors are expected to participate in continuing director education on an ongoing basis; and

• At least annually, the Board and its committees will conduct a self-evaluation to determine whether they are functioning effectively.

Board Independence

Under applicable NYSE rules, a director will qualify as “independent” only if our Board affirmatively determines that such director has no material relationship with us, either directly or as a partner, stockholder or officer of an organization that has a relationship with us. Our Board has established guidelines to assist it in determining whether a director has such a material relationship. Under these guidelines, a director is not considered to have a material relationship with us if our Board

determines that such director is independent under Section 303A.02(b) of the NYSE Listed Company Manual, even if such director:

• Is an executive officer of another company which is indebted to us, or to which we are indebted, unless the total amount of either company's indebtedness to the other is more than 1% of the total consolidated assets of the company with which such director serves as an executive officer; or

• Serves as an officer, director or trustee of a tax-exempt organization to which we make contributions, unless our discretionary charitable contributions to the organization are more than the greater of $1 million or 2% of that organization's consolidated gross revenues. Our matching of employee charitable contributions would not be included in the amount of our contributions for this purpose.

In addition, ownership of a significant amount of our stock, by itself (as under NYSE listing standards), does not constitute a material relationship. For relationships not covered by the guidelines set forth above, the determination of whether a material relationship exists is made by the other members of our Board who are independent.

Our Board has determined that Dr. Bailey, Dr. Harsanyi, Dr. Hauer, General Joulwan, Mr. Richard, Dr. Sullivan and Dr. Zoon meet the foregoing standards, that none of these directors has a material relationship with us and that each of these directors is “independent” as determined under Section 303A.02 of the NYSE Listed Company Manual (the “NYSE Rule”). In addition, assuming no transactions trigger the application of the NYSE Rule and that other facts and circumstances have not changed, we believe Mr. White will be deemed to be independent under the NYSE Rule beginning January 1, 2022.

Meetings and Attendance

In 2020, our Board met seven times and the standing committees of the Board met 22 times in aggregate. During 2020, no director attended fewer than 75% of the total number of meetings of the Board of Directors and of the committees of which the director was a member during 2020.

Our corporate governance guidelines provide that directors are expected to attend the annual meeting of stockholders. All members of our Board at the time of the 2020 annual meeting of stockholders attended the meeting.

The Board's Role in Risk Oversight

Our Board is actively engaged in the oversight of risks we face and consideration of the appropriate responses to those risks. The audit committee of our Board periodically discusses risk management, including guidelines and policies to govern the process by which our exposure to risk is handled, with our senior management. The audit committee also reviews and comments on a periodic risk assessment performed by management. After the audit committee performs its review and comment function, it reports any significant findings to our Board. The Board is responsible for the oversight of our risk management programs and, in performing this function, receives periodic risk assessment and mitigation initiatives for information and approval as necessary.

The Board’s other committees oversee risks associated with their respective areas of responsibility. For example, the compensation committee considers the risks associated with our compensation policies and practices for both executive compensation and compensation generally.

Board Committees

Our Board has established five standing committees — audit, compensation, nominating and corporate governance, scientific review and strategic operations — each of which operates under a written charter that has been approved by our Board. Current copies of each committee’s charter are available on our website at www.emergentbiosolutions.com under “Investors — Governance.” Alternatively, you can request a copy of any of these documents by writing to Emergent BioSolutions Inc., Attn: Investor Relations, 400 Professional Drive, Suite 400, Gaithersburg, Maryland 20879.

Our Board has determined that all of the current members of each of the audit, compensation and nominating and corporate governance committees are independent as defined under the rules of the NYSE.