Kathryn Zoon
Emergent BioSolutionsAbout Kathryn Zoon
Kathryn Zoon, Ph.D., age 76, has served as an independent director of Emergent BioSolutions since November 2016; she is currently identified with committee responsibilities on the Nominating & Corporate Governance, Scientific Review (Chair), and Quality, Compliance, Manufacturing & Risk Management committees . Dr. Zoon is a scientist emeritus at NIAID/NIH (since August 2016), a member of the National Academy of Medicine (since 2002), and holds a B.S. in chemistry from Rensselaer Polytechnic Institute and a Ph.D. in biochemistry from Johns Hopkins University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FDA, Center for Biologics Evaluation and Research (CBER) | Director | 1992–2003 | Led CBER; earlier Director, Division of Cytokine Biology (1988–1992) |
| NIH, NIAID – Division of Intramural Research | Scientific Director and Director of Division of Intramural Research | 2006–Aug 2015 | Oversight of scientific programs; regulatory/product development expertise |
| NIH, NIAID – Division of Intramural Research | Deputy Director for Planning & Development | 2004–2006 | Strategic planning for intramural research |
| NIH, NCI | Principal Deputy Director, Center for Cancer Research | 2003–2004 | Senior leadership in cancer research center |
| NIH | Interim Director, Office of Research Support & Compliance | Apr–Jun 2016 | Established compliance framework |
| NIH, NIAID | Chief, Cytokine Biology Section | Until July 2016 | Research on interferon alpha; collaboration on ovarian cancer trial |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| International Biomedical Research Alliance | Board of Directors | Current | Non-profit academic alliance |
| International Alliance for Biological Standardization | Special Advisor | Since 2021 | Non-profit; standards advisory |
| FDA Alumni Association | Board Member | 2017–2020 | Alumni network governance |
| National Academy of Medicine | Member | Since 2002 | Elected membership |
Board Governance
- Independence: The Board determined all current directors except the CEO (Mr. Papa) are independent under NYSE Section 303A.02; Dr. Zoon is listed as independent .
- Attendance: In 2024, the Board met 7 times and committees met 47 times; no director attended fewer than 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Committee assignments and chair roles (2024 activity/2025 proxy):
- Scientific Review Committee: listed as Chair; 4 meetings in 2024 .
- Nominating & Corporate Governance Committee: member; 4 meetings in 2024 .
- Quality, Compliance, Manufacturing & Risk Management Committee: member; the committee held 5 meetings in 2024 .
- Historical note: Dr. Zoon served on the Compensation Committee for part of 2023 and stepped down in October 2023 .
- Shareholder support and engagement: At the 2025 annual meeting, Dr. Zoon received 21,779,200 “For” votes and 999,895 “Withhold” votes; say‑on‑pay for 2024 NEO compensation received 18,928,777 “For” vs. 3,537,501 “Against” .
Note: The 2025 proxy biography lists Scientific Review (Chair), while the committee membership matrix for 2024 meetings shows committee chairs and members and meeting counts; both are from the 2025 proxy disclosures .
Fixed Compensation
| Component | 2024 Amount/Program | 2025 Program (if disclosed) |
|---|---|---|
| Annual Board retainer (non‑employee) | $70,000 | $70,000 |
| Committee chair retainer – Audit & Finance | $25,000 | $25,000 |
| Committee chair retainer – other committees | $20,000 | $20,000 |
| Committee member retainer – Audit & Finance | $15,000 | $15,000 |
| Committee member retainer – other committees | $10,000 | $10,000 |
| Meeting fees | None | None |
| 2024 Director Compensation (Named) | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| Kathryn Zoon, Ph.D. | 110,000 | 175,000 (grant date fair value) | — | 285,000 |
Performance Compensation
| Item | Disclosure for Non‑Employee Directors |
|---|---|
| Annual equity award structure | 2024: $175,000, 50% RSUs / 50% stock options; 2025: $250,000, 75% RSUs / 25% stock options |
| Performance metrics tied to director equity | None disclosed for non‑employee directors; structure specified but no performance metrics cited |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed for Dr. Zoon in the proxy biography . |
| Non‑profit/academic boards | International Biomedical Research Alliance (Director); IABS (Special Advisor) . |
| Interlocks with competitors/suppliers/customers | None disclosed . |
Expertise & Qualifications
- Regulatory, product development, and government health agency leadership (former Director of FDA/CBER; senior roles at NIH/NIAID/NCI) .
- Medicine/science domain expertise and membership in the National Academy of Medicine since 2002 .
- Recognitions include Women’s Inc. “most influential corporate board directors” (2019) and RPI Hall of Fame (2021) .
Equity Ownership
| As-of Date | Shares Outstanding Beneficially Owned | Right to Acquire (within 60 days) | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|
| Mar 3, 2025 (54,337,026 shares o/s) | 34,239 | — | 34,239 | <1% |
| Mar 26, 2024 (52,390,764 shares o/s) | 8,819 | 38,337 | 47,156 | <1% |
- Stock ownership guidelines for directors: Minimum 5x annual board retainer; 5-year compliance period; counts vested/unvested RSUs and vested PSUs; stock options excluded; 2024 status: all directors and executives in compliance .
Governance Assessment
- Committee leadership and fit: Dr. Zoon brings deep regulatory and scientific risk oversight, evidenced by chairing scientific oversight functions and service on Quality/Compliance risk oversight, aligning with EBS’s regulated product portfolio and enterprise risk needs .
- Independence and attendance: NYSE‑standard independence affirmed; no director fell below 75% meeting attendance in 2024; all directors attended the 2024 AGM—positive engagement signals .
- Pay mix and alignment: Director pay balanced between cash retainers and equity; equity weighting increased in 2025 (to $250,000, 75% RSUs/25% options), strengthening long‑term alignment; no director meeting fees reduce per‑meeting pay bias .
- Ownership alignment: Beneficial ownership disclosed; company policy requires meaningful ownership and confirms compliance in 2024, reducing misalignment risk .
- Shareholder support: Strong re‑election support in 2025 (21,779,200 For vs. 999,895 Withhold) and positive say‑on‑pay vote, indicating investor confidence in board oversight and compensation governance .
- Conflicts/related‑party: No related‑party transactions or pledging disclosed for Dr. Zoon; Board affirmed independence; governance policies (e.g., clawback, stock ownership) and independent committee structures are in place .
RED FLAGS
- None disclosed regarding related‑party transactions, pledging, option repricing, or attendance shortfalls for Dr. Zoon. The proxy indicates no director attended fewer than 75% of meetings and affirms director independence under NYSE rules .
