Keith Katkin
Emergent BioSolutionsAbout Keith Katkin
Keith Katkin (age 53) has served as an independent director of Emergent BioSolutions since April 2022, currently sitting on the Compensation and Nominating & Corporate Governance Committees and chairing the Special Transactions Committee . He brings CEO-level operating experience in biopharma (Avanir; Urovant), an MBA from UCLA Anderson, a BS in business/accounting from Indiana University, and is a licensed CPA—credentials that align with finance, commercialization, and M&A expertise . In 2024 the Board met 7 times; no director fell below 75% attendance, and all directors attended the 2024 annual meeting, indicating strong engagement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Avanir Pharmaceuticals, Inc. | President & Chief Executive Officer | 2007–2016 | Led growth and sale to Otsuka Pharmaceutical Co., Ltd. |
| Urovant Sciences Ltd. | Chief Executive Officer & Director | Sep 2017–Mar 2020 | Public biopharma leadership; later board adviser |
| Peninsula Pharmaceuticals, Inc. | Vice President, Commercial Development | Prior to Avanir (dates not specified) | Key role in concurrent IPO and sale to Johnson & Johnson |
External Roles
| Organization | Role | Tenure/Status | Public Company? | Notes |
|---|---|---|---|---|
| Eledon Pharmaceuticals, Inc. | Chairman | Current | Yes | Public biopharma chairmanship |
| Syndax Pharmaceuticals | Director | Current | Yes | Public oncology biopharma director |
| Urovant Sciences Ltd. | Adviser to Board | Current | Yes | Advisory role following prior CEO tenure |
Board Governance
- Independence: The Board determined all directors except the CEO (Mr. Papa) are independent under NYSE rules; Katkin is independent .
- Attendance: Board met 7 times; committees met 47 times in aggregate; no director <75% attendance; all directors attended the 2024 annual meeting .
- Governance structure: Independent Chairman (Dr. Harsanyi) leads the Board; independent directors meet in executive session .
- Related-party/Conflicts process: Formal related person transaction policy overseen by Audit & Finance Committee; no related party transactions requiring disclosure since Jan 1, 2024 .
| Committee | Katkin Role | 2024 Meetings Held |
|---|---|---|
| Special Transactions | Chair | 14 |
| Compensation | Member | 6 |
| Nominating & Corporate Governance | Member | 4 |
| Board of Directors | Director | 7 |
Fixed Compensation
| Year | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 110,000 | 175,000 | 285,000 |
Director compensation program elements:
| Element | 2024 Non-Employee Director Program | 2025 Non-Employee Director Program |
|---|---|---|
| Annual Board Retainer | $70,000 | $70,000 |
| Additional Retainer – Non-Executive Chairman | $140,000 | $140,000 |
| Board/Committee Meeting Fees | None | None |
| 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 |
| Annual Equity Award (mix) | $175,000; 50% RSUs / 50% Options | $250,000; 75% RSUs / 25% Options |
| Initial Election Equity Award (mix) | $230,000; 50% RSUs / 50% Options | $320,000; 75% RSUs / 25% Options |
Performance Compensation
| Year | Equity Mix | Annual Equity Value ($) | Vesting / Terms |
|---|---|---|---|
| 2024 | 50% RSUs / 50% Stock Options | 175,000 | Time-based; options generally 7-year term, three equal annual installments |
| 2025 | 75% RSUs / 25% Stock Options | 250,000 | Time-based; options generally 7-year term, three equal annual installments |
No director-specific performance metrics are disclosed for equity; awards are primarily time-based per director program .
Other Directorships & Interlocks
- Current public company boards: Eledon (Chairman), Syndax (Director); advisory role at Urovant .
- Potential conflicts/interlocks: Company discloses no related-party transactions requiring disclosure since Jan 1, 2024; Audit & Finance reviews such matters if they arise .
- Independence: Board affirmatively determined independence for non-management directors including Katkin .
Expertise & Qualifications
- CEO-level biopharma leadership (Avanir; Urovant); commercialization and M&A execution .
- Financial credentials: MBA (UCLA Anderson), BS business/accounting (Indiana University), licensed CPA .
- Strategic transaction oversight: Chair of Special Transactions Committee .
- Governance experience: Service on Compensation and Nominating & Corporate Governance Committees .
Equity Ownership
| Metric | Value |
|---|---|
| Outstanding Shares Beneficially Owned | 39,577 |
| Right to Acquire within 60 Days (Options/RSUs) | 2,865 |
| Total Beneficial Ownership (Shares) | 42,442 |
| Shares Outstanding (Record Date: Mar 3, 2025) | 54,337,026 |
| Ownership as % of Shares Outstanding | 0.078% (42,442 ÷ 54,337,026) |
- Stock ownership guidelines: Directors must hold ≥5× annual Board retainer; counted equity includes owned stock, vested/unvested RSUs, vested PSUs; stock options do not count; five-year compliance period; all directors were in compliance for 2024 .
Governance Assessment
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Strengths:
- Independent director with deep biopharma operating and finance experience; sits on key governance committees and chairs Special Transactions, supporting board oversight of strategic actions .
- Strong attendance culture (no director <75% attendance; full annual meeting attendance), and independent Board leadership via an independent Chairman .
- Robust governance policies: related-party transaction review framework; executive clawback policy updated in Oct 2023; strict insider trading/hedging/pledging restrictions; high say-on-pay support (97%), indicating investor endorsement of compensation governance .
- Director equity aligned to stockholder interests (equity retainer; increased equity weight in 2025) while avoiding meeting-fee per diems that could misalign incentives .
-
Watch items / potential risks:
- Multiple external public biopharma board roles (Eledon, Syndax) increase network exposure; while independence is affirmed and no related-party transactions are disclosed, investors should monitor for future transactions or information interlocks across companies in adjacent therapeutic areas .
- Company-level note: A late Section 16(a) Form 4 occurred in 2024 for an executive (not a director), underscoring the importance of ongoing disclosure controls; no director-specific delinquencies disclosed .
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Alignment:
- Modest personal beneficial ownership (<0.1%) with time-based equity awards; compliance with director stock ownership guidelines supports alignment with long-term value creation .
- Committee retainer structure aligns cash compensation to responsibilities (committee membership and chair roles), and equity structure emphasizes long-term orientation .
