Joseph Papa
Emergent BioSolutionsAbout Joseph Papa
Joseph C. Papa (age 69) has served as President, Chief Executive Officer, and Director of Emergent BioSolutions (EBS) since February 21, 2024, bringing 35+ years of healthcare leadership, including CEO/Chairman roles at Bausch + Lomb and Bausch Health, Chairman/CEO at Perrigo, senior leadership at Cardinal Health, President/COO at Watson, and 14 years at Novartis . Under his tenure in 2024, EBS executed the stabilization phase of its turnaround: revenue was ~$1.04B, adjusted EBITDA was $183.1M, and adjusted net loss improved materially versus 2023; the company reduced net debt, refinanced maturities, divested assets, and strengthened core businesses (medical countermeasures and NARCAN) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Bausch + Lomb (NYSE: BLCO) | Chief Executive Officer & Chairman | Led IPO in May 2022 (tenure concluding prior to joining EBS) | Successfully led $630M IPO; extensive ophthalmology and public markets experience |
| Bausch Health | Chief Executive Officer & Chairman | Not disclosed | Led transformation of diversified pharma platform |
| Perrigo | Chairman & CEO | Not disclosed | Scaled OTC/private-label platform; operating/portfolio expertise |
| Cardinal Health | Led Pharmaceutical & Technology Services division | Not disclosed | P&L leadership across services and distribution |
| Watson Pharmaceuticals | President & Chief Operating Officer | Not disclosed | Operating leadership in branded/generics |
| Novartis Pharmaceuticals (US & Switzerland) | Various leadership roles | 14 years | Global pharma operating experience |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| SparingVision (private) | Chairman | Mar 2023–present | Genomic medicines (CRISPR/Cas9) for retinal diseases |
| Candel Therapeutics (NASDAQ: CADL) | Director; Comp Committee Chair | Aug 2022–present | Viral immunotherapies; public company board/committee leadership |
| Beyeonics Surgical (private) | Chairman | Sep 2023–present | Surgical medical devices |
| Mirador Therapeutics (private) | Director (TBD at filing) | Dec 2023–present | Precision medicine (I&I) |
| BNSO (startup investment) | ~2% investor | Oct 2023–present | Ophthalmology investment |
Fixed Compensation
| Component | 2024 | 2025 | Notes |
|---|---|---|---|
| Base salary | $1,000,000 | $1,040,000 (+4%) | 2025 increase reflects 2024 performance assessment |
| Target annual bonus (% base) | 130% | 130% (unchanged) | Maximum 200% per employment agreement |
| 2024 actual bonus paid | $1,566,474 (140% of target, prorated for 2/21 start) | — | Corporate factor 140% for 2024 |
| Sign-on bonus | $1,000,000 (paid within 60 days of start; 2-year retention/clawback) | — | 100% repayment if <1 year; 50% if 1–2 years; exceptions apply |
Performance Compensation
Annual Cash Incentive (2024)
| Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Corporate performance (financial + operational goals) | 100% for CEO | 130% of salary | Corporate factor deemed 140% (exceeds expectations on financial profile, core execution, growth, culture, quality/compliance) | $1,566,474 (prorated) |
- Company-wide: 2022–2024 PSUs paid 0% due to adjusted EBITDA margin 6.2% below threshold (20.5%); underscores pay-for-performance rigor .
Equity and Long-Term Incentives
| Award | Grant/Terms | Vesting | Economics |
|---|---|---|---|
| Inducement stock options: 750,000 shares (performance price hurdles) | Price hurdles at $5.00, $10.00, $15.00 (20-day avg); no vesting before 1-year; unvested forfeited after 5 years; committee can accelerate | Tranches eligible upon price hurdle attainment; earliest vesting not before 1-year anniversary of grant | Aligns with sustained stock price recovery/creation; pure performance alignment |
| Inducement stock options: 250,000 shares (time-based) | Standard option; 7-year term; FMV strike | 3 equal annual installments over 3 years | Time-based retention alongside performance options |
| SIP stock options: 500,000 shares (time-based) | Standard option; 7-year term; FMV strike | 3 equal annual installments over 3 years | Core annual program alignment |
| Performance-Based Incentive | $8,000,000 payable in cash/shares if 20-day avg stock price ≥$15 within 5 years; must be employed at payment | Paid within 60 days of earning (or by Mar 15 following year) | Additional shareholder-aligned upside on sustained price recovery |
| 2024 CEO option grants logistics | Strike ~$2.33; 7-year term; time-based options vest 1/3 annually; price-hurdle options contingent on $5/$10/$15 tests; initial vest date 3/12/2025 for eligible tranches | See vesting schedule (3/12 of 2025, 2026, 2027) | Front-loaded leverage to stock performance and retention |
| 2025 annual LTI (CEO) | 282,500 options + 282,500 PSUs (PSUs tied to 2025 adjusted EBITDA targets) | Options vest 1/3 annually over 3 years; PSUs 3-year vest subject to performance | Reintroduces PSU performance linkage; balanced mix |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of Mar 3, 2025) | 749,750 shares “right to acquire” within 60 days; total beneficially owned 749,250 shares; 1.4% of outstanding |
| Outstanding/vesting cadence | Significant option tranches scheduled to vest around 3/12/2025, 3/12/2026, and 3/12/2027 (subject to conditions) |
| Ownership guidelines | CEO: 5x base salary; 5-year compliance period; options do not count; retain 50% of net shares until compliant; 2024 directors/executives reported in compliance |
| Hedging/pledging policy | Hedging prohibited; pledging requires General Counsel pre-approval; insider trading policy with training and reminders |
| Clawback policy | NYSE-compliant recovery of excess incentive-based compensation upon Accounting Restatement on a “no fault” basis; board empowered to recoup by multiple means |
Employment Terms
| Term | Key provisions |
|---|---|
| Employment | At-will; start date February 21, 2024 |
| Base/bonus | $1,000,000 base; target bonus 130% (max 200%) |
| Sign-on | $1,000,000; 100% repay if <1 year; 50% repay if 1–2 years (exceptions: death; Severance Plan trigger) |
| Severance (no CIC) | CEO eligible for 150% of base + target bonus and 18 months benefits upon termination without cause; double-trigger CIC design |
| Severance (CIC) | Double-trigger; accelerated vesting of unvested equity; benefit continuation; CIC cash multiples under plan increase to 2.00–2.50x by level; legal fee advancement |
| Non-compete / non-solicit | 12-month non-compete and non-solicit (Severance Plan Exhibit II); Exhibit II supersedes other forms on these topics |
| Confidentiality/IP | Robust NDA/assignment agreements; enforcement and injunctive relief; Maryland law/venue |
Board Governance (Director Service and Independence)
- Board service: Appointed Class II director effective Feb 21, 2024; term runs until the 2026 annual meeting .
- Committee roles: None listed (committees comprised of independent directors) .
- Independence: Not independent; all other current directors except Mr. Papa are independent under NYSE rules .
- Governance structure: Independent Chairman; roles of Chair and CEO separated to align with best practices and ensure independent oversight .
- Meetings/attendance: Board met 7 times in 2024; no director attended fewer than 75% of applicable meetings .
- Director compensation: Applies to non-employee directors only (retainers, committee fees, and equity); EBS increased 2025 annual director equity to $250k (75% RSUs, 25% options) .
Performance & Track Record
- 2024 operating progress: Revenue $1.04B; adjusted EBITDA $183.1M; improved adjusted net loss; net debt reduced; extended maturities to 2029; cost savings ($250M cumulatively since Jan 2023); asset sales; focus on NARCAN and medical countermeasures .
- Operational wins: ~$550M in new MCM option awards; FDA approval update for ACAM2000 mpox prevention; distribution of 22M doses of NARCAN; settlements and asset divestitures .
- Strategic direction on arrival: Press release emphasized returning to growth, paying down debt, and public health leadership .
- Say-on-pay support: 97% of votes cast supported 2024 executive compensation framework—strong shareholder endorsement of pay design during turnaround .
Compensation Structure Analysis
- Mix and rigor: Heavy emphasis on equity/options and performance price hurdles; 2022–2024 PSUs paid 0%, evidencing downside risk when long-term profit targets are missed .
- 2024 bonus discretion: Corporate factor set at 140% based on turnaround progress, reflecting Committee judgment and outperformance on defined objectives .
- Shift to PSUs in 2025: Reintroduces profit-based performance (adjusted EBITDA) alongside options, signaling confidence in multi-year plan and alignment .
- Clawback and no-gross-up: Robust clawback policy; no single-trigger CIC vesting and no excise tax gross-ups—shareholder-friendly features .
Insider Selling Pressure and Vesting Cadence
- Near-term vesting blocks: Significant option tranches (time-based and price-hurdle) begin vesting March 12, 2025, with additional anniversaries in 2026 and 2027, potentially creating trading windows subject to policy and preclearance .
- Price-hurdle dynamics: 750k options vest only on sustained 20-day average price hurdles ($5/$10/$15), with no vesting before one year and forfeiture if unmet by year 5, discouraging short-termism .
- Sign-on clawback: 2-year payback condition on $1M sign-on bonus may reduce early departure risk .
Related Party Transactions and Red Flags
- Related party: Company disclosed no related party transactions involving Mr. Papa under Item 404(a) .
- Hedging/pledging: Hedging prohibited; pledging tightly controlled, reducing misalignment risk .
- Option repricing/tax gross-ups: Prohibited; no CIC tax gross-ups .
- Governance: Double-trigger CIC and independent Chair mitigate CEO/Director dual-role concerns .
Compensation Peer Group and Shareholder Feedback
- Peer groups: Compensation set referencing relevant pharma/biotech/healthcare peers with updated peer lists for 2024–2025; attention to size comparability and market median targeting .
- Shareholder engagement: High say-on-pay approval (97%) used to inform 2025 framework decisions .
Investment Implications
- Strong alignment: Heavy performance-contingent equity (price-hurdles, options, PSUs) and 5x salary ownership guideline align incentives with multi-year equity value recovery .
- Retention risk mitigants: Sign-on clawback, 12-month non-compete/non-solicit, and double-trigger CIC with accelerated equity reduce flight risk during turnaround but define potential severance outlays (150% salary+bonus, 18 months benefits if terminated without cause) .
- Near-term catalysts: Option vesting events beginning March 2025 and performance hurdles ($5/$10/$15; $15 20-day average for $8M incentive) could influence insider trading windows and signal management confidence when/if thresholds are met .
- Governance quality: Separation of Chair/CEO, robust clawback, no repricing/gross-ups, and strong say-on-pay support indicate constructive governance backstop for turnaround execution .
