Joseph Papa
About Joseph C. Papa
Independent director at Candel Therapeutics since August 2022; age 69. Currently Chief Executive Officer of Emergent BioSolutions (NYSE: EBS) since February 2024. Prior roles include interim CEO of Bausch + Lomb (July 2022–March 2023), Chairman/CEO of Bausch Health (2016–2022), and CEO of Perrigo (2006–2016). Education: B.S. in Pharmacy (University of Connecticut) and M.B.A. (Northwestern University, Kellogg) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Emergent BioSolutions (NYSE: EBS) | Chief Executive Officer | Feb 2024–present | Large-cap life sciences operator; turnaround and operations leadership |
| Bausch + Lomb (NYSE: BLCO) | Interim Chief Executive Officer | Jul 2022–Mar 2023 | Led ophthalmology company during transition period |
| Bausch + Lomb (NYSE: BLCO) | Chairman and CEO | May 2022–Jul 2022 | Short transitional chair/CEO stint post-spin |
| Bausch Health (NYSE: BHC) | Chairman and CEO | May 2016–May 2022 | Led company through multi-year strategic reset |
| Perrigo Company plc | Chief Executive Officer; Chairman | 2006–Apr 2016 (Chair 2007–Apr 2016) | Consumer/CHC portfolio expansion and scale leadership |
| Cardinal Health | Chairman & CEO, Pharmaceutical & Technologies Services segment | 2004–2006 | Segment-level P&L responsibility |
| Watson Pharmaceuticals | President & Chief Operating Officer | 2001–2004 | U.S. generics/branded operations leadership |
| DuPont, Pharmacia/Searle, Novartis | Various management roles | Prior to 2001 | Commercial and operating roles at Big Pharma |
External Roles
| Organization | Position | Dates | Notes |
|---|---|---|---|
| Prometheus Biosciences (Nasdaq: RXDX) | Director | Joined Aug 2020 | Public biopharma directorship noted in CADL proxy |
| Smith & Nephew plc (NYSE: SNN) | Director | 2008–Apr 2018 | Prior public medtech board service |
| Emergent BioSolutions (NYSE: EBS) | Chief Executive Officer | Since Feb 2024 | Operating role (not stated as a directorship in CADL proxy) |
Board Governance
- Independence: Board deems all directors except the CEO (Dr. Tak) independent; Papa is independent under Nasdaq/SEC rules .
- Committee assignments (current): Compensation Committee member (Chair: Dr. Loggia); committee met three times in 2024 . Not listed on Audit or Nominating & Corporate Governance Committees .
- Compensation Committee interlocks: In 2024 comp committee members were Manning, Nguyen, and Papa; no interlocks disclosed with other companies’ comp committees or boards .
- Attendance: Board met 16 times in 2024; each director attended at least 75% of board and assigned committee meetings .
- Board leadership: Non-executive Chair is Paul B. Manning; CEO and Chair roles are separate .
Fixed Compensation
| Item | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $45,000 | Director retainer/committee fees |
| Option Awards (Grant-Date Fair Value, 2024) | $68,405 | ASC 718 fair value of 2024 director option grant |
| Total (2024) | $113,405 | Sum of cash and option grant value |
Non-Employee Director Compensation Policy (structure):
| Component | Amount | Vesting/Terms |
|---|---|---|
| Board annual cash retainer | $35,000 | Paid in cash |
| Non-exec Chair additional retainer | $30,000 | Paid in cash (for Chair; not applicable to Papa) |
| Audit Committee: Chair / Member | $15,000 / $7,500 | Paid in cash |
| Compensation Committee: Chair / Member | $10,000 / $5,000 | Paid in cash |
| Nominating & Corporate Governance: Chair / Member | $8,000 / $4,000 | Paid in cash |
| Initial equity grant (on joining board) | 28,480 options | Vest monthly over 3 years, subject to service |
| Annual equity grant (year-end) | 14,240 options | Vest in full at earlier of 1-year anniversary or next annual meeting, subject to service |
Notes:
- Compensation mix for 2024 (Papa): cash ~$45k vs options ~$68.4k (equity-weighted mix). Figures per CADL’s 2024 director compensation table .
Performance Compensation
| Performance-Based Director Pay Components | Metrics/Targets | 2024 Outcome |
|---|---|---|
| None disclosed for non-employee directors | N/A | No performance-conditioned director pay reported |
Equity grant mechanics (for reference):
- Initial director option: 28,480 options; monthly vest over 3 years .
- Annual director option: 14,240 options; vests at earlier of 1-year or next annual meeting .
Other Directorships & Interlocks
| Company | Role | Committee/Interlock Notes |
|---|---|---|
| Prometheus Biosciences (Nasdaq: RXDX) | Director (joined Aug 2020) | No CADL comp interlock disclosed |
| Smith & Nephew plc (NYSE: SNN) | Director (2008–Apr 2018) | Prior service; no current interlock |
| Emergent BioSolutions (NYSE: EBS) | Chief Executive Officer | Operating role; not disclosed as CADL interlock |
Compensation Committee Interlocks and Insider Participation: CADL discloses no interlocks for 2024 (members: Manning, Nguyen, Papa) .
Expertise & Qualifications
- 35+ years of pharma/healthcare leadership (CEO roles at BHC, Perrigo; operating roles at Cardinal Health, Watson) .
- Commercial and operational depth across branded Rx and generics; broad Big Pharma experience (DuPont, Pharmacia/Searle, Novartis) .
- Academic credentials: B.S. Pharmacy (UConn); M.B.A. (Northwestern Kellogg) .
- Governance experience on multiple public company boards (Prometheus Biosciences; prior Smith & Nephew) .
- CADL board independence and Compensation Committee membership .
Equity Ownership
| Ownership Detail (as of Apr 21, 2025 unless noted) | Amount |
|---|---|
| Total beneficial ownership (shares) | 93,409 |
| Percent of shares outstanding | <1% |
| Common shares owned outright | 38,032 |
| Options exercisable within 60 days | 55,377 |
| Unexercised options outstanding (Dec 31, 2024) | 36,391 |
Policy signals:
- Insider trading policy prohibits short sales and derivative/hedging transactions; highlights risks of margin/pledged shares (no explicit blanket prohibition on pledging disclosed) .
Governance Assessment
-
Strengths:
- Independent director with deep pharma operating track record; sits on Compensation Committee (influence on pay alignment) .
- Attendance: met the company’s ≥75% threshold in 2024; board met 16x, Comp Committee met 3x, suggesting active governance cadence .
- No related-party transactions involving Papa disclosed; audit committee oversees related-party reviews .
- Non-employee director equity via options aligns incentives with shareholder value appreciation (annual options; time-based vesting) .
-
Watch items:
- External time commitments: serving as CEO of Emergent BioSolutions may constrain bandwidth; monitor ongoing attendance/engagement at CADL .
- Hedging is prohibited, but proxy does not explicitly ban pledging; assess any future pledging disclosures as a potential misalignment risk .
-
Compensation observations:
- 2024 CADL director pay mix for Papa: cash $45,000; option grant fair value $68,405; total $113,405—equity-heavy mix is generally shareholder-aligned for small-cap biotech boards .
- Policy provides modest cash retainers plus annual option grants; no meeting fees disclosed; no performance-based components for directors (reduces metric manipulation risk) .
-
Conflicts/interlocks:
- Compensation Committee Interlocks disclosure reports none for 2024; no related-party exposures reported involving Papa .
Board Governance (detail)
| Attribute | Status |
|---|---|
| Independence | Independent (Nasdaq/SEC criteria) |
| CADL Committees | Compensation Committee (member) |
| Committee Chair Roles | None disclosed (Comp Committee chaired by Dr. Loggia) |
| Attendance | ≥75% of board and committee meetings in 2024 |
| Years on CADL Board | Since 2022 (Class I nominee in 2025) |
| Board Chair | Paul B. Manning (non-executive) |
Fixed Compensation (detail)
| Year | Cash Fees ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 45,000 | — | 68,405 | 113,405 |
Performance Compensation (director metrics)
| Component | Performance Metric(s) | Weight/Target | Payout |
|---|---|---|---|
| None disclosed | N/A | N/A | N/A |
Director equity grants are time-based options (no performance metrics); initial 28,480 options vest monthly over 3 years; annual 14,240 options vest by first anniversary or next annual meeting .
Other Directorships & Interlocks (detail)
| Company | Role | Dates | Interlock Note |
|---|---|---|---|
| Prometheus Biosciences (Nasdaq: RXDX) | Director | Joined Aug 2020 | No CADL comp interlock disclosed |
| Smith & Nephew plc (NYSE: SNN) | Director | 2008–Apr 2018 | Prior service; no current interlock |
Governance Policies and Risk Indicators
- Insider Trading/Hedging: Short sales and derivative/hedging transactions are prohibited under CADL’s insider trading policy; margin/pledging risk highlighted (no explicit ban disclosed) .
- Related Parties: Audit Committee reviews and must approve related-party transactions >$120k; no Papa-specific related-party transactions disclosed .
- Clawback: Company maintains a compensation recovery (clawback) policy aligned with SEC/Nasdaq rules (executive incentive-based comp upon restatement); not director-specific .
No legal proceedings involving directors adverse to CADL disclosed; no family relationships; independence affirmed except for CEO .
Signals for Investors
- Positive: Independent, experienced operator on the Compensation Committee; equity-heavy director pay; attendance within policy; no interlocks/related-party issues disclosed .
- Monitoring: External CEO commitment may pressure availability; watch future attendance and any pledging disclosures; confirm ongoing alignment through option-based grants and beneficial ownership updates .