Donald DeGolyer
Emergent BioSolutionsAbout Donald DeGolyer
Independent Class III director of Emergent BioSolutions (EBS), age 63, serving since October 2023 with a term expiring at the 2027 annual meeting. He brings 40 years of healthcare leadership, including CEO of Sandoz Inc. (Novartis), COO of Endo International, and founder/director of Vertice Pharma (Warburg Pincus). Education: Executive MBA (Harvard Business School), MBA (Fairleigh Dickinson University), BA (University of Rochester). He currently sits on EBS’s Compensation Committee and Special Transactions Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sandoz Inc. (Novartis) | CEO, North America; member Global Executive Committee of Sandoz AG | 2009–2013 | Led ~3,000 associates; generic pharma and biosimilars |
| Endo International | Chief Operating Officer | 2013–2015 | Specialty pharma operating leadership |
| Vertice Pharma (Warburg Pincus) | Founder and Director | 2015–2022 (sold in 2022) | Specialty institutional pharma |
| Pfizer; Johnson & Johnson; Novartis | Commercial roles of increasing responsibility | Early career (years not specified) | Commercial leadership foundation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HLS Therapeutics (public) | Director; Chair of Compensation Committee | Not specified | Compensation oversight |
| TYME Technologies (public) | Director; Chair of Compensation Committee | Not specified | Compensation oversight |
| Make-A-Wish NJ (non-profit) | Board service | Not specified | Community engagement |
| Strong Women Foundation | Founder | Not specified | Philanthropy focused on single mothers and children |
Board Governance
- Independence: The Board determined all directors except the CEO (Joseph Papa) are independent under NYSE rules; DeGolyer is independent.
- Attendance: In 2024, the Board met 7 times and committees met 47 times; no director attended fewer than 75% of eligible meetings.
- Governance structure: Independent Chairman; executive sessions; robust risk oversight across committees.
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Compensation | Member | 6 | Reviews/sets executive pay; administers incentive plans; oversees clawback policy. Chair: Louis Sullivan, M.D. |
| Special Transactions | Member | 14 | Reviews M&A, financings, divestitures; recommends actions to Board. Chair: Keith Katkin |
| Audit & Finance | — | 7 | Not a member (committee chaired by Marvin White). |
| Nominating & Corporate Governance | — | 4 | Not a member. |
| Scientific Review | — | 4 | Not a member. |
| Quality, Compliance, Manufacturing & Risk | — | 5 | Not a member. |
Fixed Compensation
| Component (FY2024) | Amount ($) | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | 90,000 | Annual retainer and committee retainers per program below |
| Stock Awards (grant date fair value) | 175,000 | Director equity award (RSUs and options mix per program) |
| Total | 265,000 |
Director compensation program (non-employee directors):
| Element | 2024 Program | 2025 Program |
|---|---|---|
| Annual Board Retainer | $70,000 | $70,000 |
| Non-Executive Chairman additional retainer | $140,000 | $140,000 |
| Committee Chair (Audit & Finance) | $25,000 | $25,000 |
| Committee Chair (other committees) | $20,000 | $20,000 |
| Committee Member (Audit & Finance) | $15,000 | $15,000 |
| Committee Member (other committees) | $10,000 | $10,000 |
| Annual Equity Award | $175,000 (50% RSUs, 50% options) | $250,000 (75% RSUs, 25% options) |
| Initial Election Equity Award | $230,000 (50% RSUs, 50% options; inclusive of annual award) | $320,000 (75% RSUs, 25% options; inclusive of annual award) |
Performance Compensation
| Equity Element | 2024 | 2025 | Vesting/Notes |
|---|---|---|---|
| Annual Equity Award | $175,000 mix: 50% RSUs / 50% stock options | $250,000 mix: 75% RSUs / 25% stock options | Program-level design shift toward RSUs; options priced at FMV; standard director vesting (specific vesting terms not detailed in proxy) |
| Initial Election Award | $230,000 (inclusive of annual award) | $320,000 (inclusive of annual award) | Reflects onboarding equity; mix per year’s program |
No director-specific performance metrics are attached to director equity in the proxy; equity is time-based with mix changes year-over-year.
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict Disclosure |
|---|---|---|---|
| HLS Therapeutics | Public | Director; Comp Committee Chair | No related-party transactions with EBS disclosed in proxy sections reviewed. |
| TYME Technologies | Public | Director; Comp Committee Chair | No related-party transactions with EBS disclosed in proxy sections reviewed. |
Expertise & Qualifications
- Specialty pharma operations and turnaround experience (Endo COO; Sandoz CEO; Vertice founder/director).
- Deep compensation committee experience at public companies (HLS Therapeutics, TYME Technologies).
- Education: Executive MBA (Harvard), MBA (Fairleigh Dickinson), BA (Rochester).
- Skill fit to EBS Board needs: governance, executive compensation oversight, pharma commercialization, M&A/strategic transactions via Special Transactions Committee.
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Shares beneficially owned (outstanding) | 14,557 | As of record date March 3, 2025 |
| Right to acquire within 60 days | 0 | No options/RSUs vesting within 60 days shown for DeGolyer |
| Percent of shares outstanding | <1% | Company-wide outstanding shares: 54,337,026 |
| Stock ownership guidelines | 5x annual board retainer for directors; 5-year compliance period; RSUs/vested PSUs count; options do not; retention of 50% of after-tax shares until guideline met | All directors and executives in compliance in 2024 per Board monitoring |
Insider Trading Policy prohibits hedging and requires pre-approval for pledging; training and reminders provided to directors and officers.
Governance Assessment
- Committee impact: As a member of Compensation and Special Transactions, DeGolyer influences executive pay design (including clawback administration) and strategic actions (M&A, financings). The Special Transactions Committee’s 14 meetings in 2024 indicate active engagement; his transaction experience is directly relevant.
- Independence and attendance: Independent status and satisfactory attendance support board effectiveness and investor confidence.
- Pay alignment: Director pay mixes cash retainers with equity; 2025 program shifts to a higher RSU mix ($250k), reducing option leverage and potentially emphasizing retention/continuity over risk-taking—appropriate for governance, but investors should monitor equity weighting trends across years.
- Ownership alignment: Personal stake (14,557 shares) and Board-wide compliance with stricter ownership guidelines align interests; options not counted toward guidelines, reinforcing long-term share ownership.
- RED FLAGS: None disclosed specific to DeGolyer in the reviewed proxy—no Section 16(a) delinquencies, related-party transactions, or pledging/hedging noted. (Company reported one late Form 4 for another officer; not a director issue.)
Overall, DeGolyer’s sector pedigree, compensation governance experience, and strategic committee roles are positives for board effectiveness. Continued monitoring of Special Transactions outcomes and compensation policy changes remains warranted for alignment and conflict oversight.
