Jessica Perl

About Jessica Perl

Jessica Perl is Senior Vice President, General Counsel and Corporate Secretary at Emergent BioSolutions (EBS) and has served in this role since November 2024; she is 44 years old and previously served as VP, Corporate Legal Affairs and Interim General Counsel and Corporate Secretary, bringing more than 15 years of legal experience advising business leaders . She serves as policy owner for the company’s Global Insider Trading Policy and is designated as an attorney‑in‑fact on the company’s August 2025 Form S‑3, evidencing core governance responsibility and authority over securities law compliance and filings . She has signed SEC documents, including an August 13, 2025 acceleration correspondence for the Form S‑3 and an October 4, 2024 Item 5.02 8‑K, further indicating central oversight of corporate and compensation disclosures .

Past Roles

Organization	Role	Years	Strategic Impact
Emergent BioSolutions Inc.	SVP, General Counsel & Corporate Secretary	Nov 2024–Present	Corporate governance, SEC filings and policy owner of Insider Trading Policy; company proxy signatory
Emergent BioSolutions Inc.	VP, Corporate Secretary & Interim General Counsel	Oct–Nov 2024 (in role as of Oct 4, 2024)	Oversaw compensatory arrangements disclosures; signed Item 5.02 8‑K
Emergent BioSolutions Inc.	VP, Corporate Legal Affairs	Prior to Nov 2024	Provided advanced legal guidance contributing to organizational development

External Roles

No external directorships or public company board roles disclosed for Perl in the reviewed filings. (Not disclosed in 2025 DEF 14A/10‑K/8‑Ks)

Fixed Compensation

EBS discloses its executive compensation framework (policy-level) for 2024: base salary positioned near market median, annual cash incentive tied primarily to corporate performance, and equity incentives delivered as stock options; Perl’s specific base salary and target bonus are not disclosed as she was not a Named Executive Officer (NEO) for 2024 .

Pay Component	Key Features (2024 program)
Base Salary	Competitive, role/responsibility-based; targeted around 50th percentile vs peer group
Annual Cash Incentive	Corporate performance 90% and individual 10%; payouts can range from 0%–150% of target
Equity Incentives	Stock options (100%) with three equal annual vesting over three years; 7‑year term
Benefits	Health, life/disability, dental, 401(k) on same basis as employees

Performance Compensation

EBS incentive design emphasizes pay‑for‑performance and at‑risk compensation for executives; 2024 equity incentives were exclusively stock options with time‑based vesting, and annual cash incentives tied mostly to corporate metrics. Perl’s individual metric weightings, targets, or payouts are not disclosed .

Metric/Vehicle	Weighting	Target	Actual	Payout	Vesting
Annual Cash Incentive (executive program)	Corporate 90%; Individual 10%	Set near market median; thresholds/maximums: 50%–150% of target	Not disclosed for Perl	Not disclosed for Perl	Cash; paid post-year if earned
Stock Options (LTI)	n/a	Fixed amount approach to minimize share usage	n/a	n/a	Vest in 3 equal annual installments; 7‑year term

Equity Ownership & Alignment

Policy Element	Executive Requirement	Compliance/Notes
Stock Ownership Guideline	CEO: 5x base salary; Other executive officers: 2x base salary	Five years to comply; counts owned stock, RSUs and vested PSUs; options not counted
Retention Requirement	Retain 50% of after‑tax shares received upon RSU/PSU vesting or option exercise until guideline met	Board monitors; all directors and executives were in compliance in 2024
Hedging/Pledging	Hedging and short sales prohibited; pledging or margin accounts require advance written approval from General Counsel and are generally restricted
Trading Controls	Pre‑clearance required for designated persons; pre‑approved Rule 10b5‑1 plans may trade during blackout periods

Beneficial ownership: Perl is listed as an executive officer but her individual share count and vested/unvested breakdown were not disclosed in the 2025 proxy’s excerpts reviewed; comprehensive beneficial ownership tables in 2024 list NEOs/directors only, not all executives .

Employment Terms

Term	Summary	Source
Indemnification	Executed indemnification agreements with each director and executive officer; company advances expenses to fullest extent under Delaware law
Change‑in‑Control	Double‑trigger provisions operate; no single‑trigger vesting of equity upon change‑in‑control
Tax Gross‑Ups	No tax gross‑ups in connection with change‑in‑control severance
Clawback/Recoupment	Revised executive compensation recovery policy filed with 2024 10‑K; NYSE‑compliant “no‑fault” recovery on any accounting restatement; sets lookback and recovery mechanisms
Severance Plan (SMSP)	Company maintains Second Amended and Restated Senior Management Severance Plan; for certain executives, termination without cause or resignation for Good Reason during specified periods aligns with change‑in‑control severance terms (as seen in 2023 and 2024 8‑Ks for other NEOs)
Restrictive Covenants	Retention letter agreements reaffirm non‑compete/non‑solicit and other restrictive covenants for covered executives

Governance/Authority indicators: Perl is one of the appointed proxies for shareholder voting in 2025; and is named as attorney‑in‑fact on Form S‑3 power of attorney, reinforcing executive authority in securities matters .

Risk Indicators & Red Flags

Hedging and short sales are prohibited, and pledging requires prior approval from the General Counsel; given her role, any pledging would be tightly controlled and cannot occur during blackout periods, reducing forced‑sale risk but creating potential appearance concerns if approvals are sought .
Compensation governance states no single‑trigger vesting and no tax gross‑ups, which mitigates shareholder‑unfriendly severance optics .
Robust clawback policy aligned with NYSE standards provides recoupment mechanisms on restatements, lowering pay‑for‑performance risk misalignment .

Track Record, Value Creation, Execution Risk

Filing execution and governance: Perl signed SEC filings (8‑Ks, correspondence) and holds attorney‑in‑fact authority on the shelf registration, indicating strong execution in regulatory and disclosure processes .
Company performance metrics (TSR/revenue/EBITDA growth) during her tenure are not explicitly tied to her compensation or disclosed for her role; EBS provides pay‑program alignment narrative at a company level .

Compensation Peer Group and Policies (Program-Level Context)

The company benchmarks compensation to a proxy peer group and targets near market median; operates pay‑for‑performance with at‑risk pay predominant, utilizes stock option‑only LTI in 2024, and maintains ownership/retention requirements .
Say‑on‑pay and governance policies are included annually; 2025 proxy includes advisory vote on 2024 NEO compensation .

Investment Implications

Alignment: Strong policy infrastructure—ownership guidelines (2x salary for executives), retention of after‑tax shares, and bans on hedging/short sales—supports alignment; clawback and no tax gross‑ups further reinforce investor‑friendly design .
Retention: Perl’s recent promotion (Nov 2024) indicates the company’s reliance on her for legal and governance execution; severance and double‑trigger provisions, plus indemnification, reduce transition volatility but her specific contract terms are not disclosed, limiting precision on retention economics .
Trading signals: Pre‑clearance requirements and blackout controls mean any insider transactions would likely be via pre‑approved 10b5‑1 plans; absence of disclosed Form 4 data in the reviewed filings restricts assessment of near‑term selling pressure for Perl specifically .
Data gap: Perl was not an NEO in 2024, so base salary, target/actual bonus, and award detail were not disclosed; monitoring future proxies and any 8‑K Item 5.02 filings for her individual compensation, equity grants, and ownership will be key.