Neal Fowler
Emergent BioSolutionsAbout Neal Fowler
Neal Fowler, age 63, has served as an independent Class III director of Emergent BioSolutions (EBS) since October 2023; he is CEO of Pathalys Pharma and previously CEO of Liquidia, with prior leadership roles at Johnson & Johnson (Centocor and Ortho‑McNeil Neurologics) and 13 years at Eli Lilly. He holds a BS in Pharmacy and an MBA from the University of North Carolina at Chapel Hill and is a past chair of NCBIO and the UNC Eshelman School of Pharmacy Foundation. He serves on EBS’s Audit & Finance and Scientific Review Committees and is not designated as a financial expert; the Board has determined he is independent under NYSE standards. In 2024, no director attended fewer than 75% of Board and committee meetings and all directors attended the 2024 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pathalys Pharma, Inc. | Chief Executive Officer | — | CEO of biomedicines company focused on chronic kidney disease |
| Liquidia Technologies (NASDAQ) | Chief Executive Officer | — | Transformed company from research platform to publicly traded biomedicines company |
| Envisia Therapeutics | Co‑founder and Chief Executive Officer | — | Ophthalmology therapeutics; acquired |
| Johnson & Johnson – Centocor, Inc. | President | 7 years at J&J | Global multi‑billion dollar biomedicines subsidiary |
| Johnson & Johnson – Ortho‑McNeil Neurologics | President | 7 years at J&J | Neurological disorders focus |
| Eli Lilly and Company | Sales, Marketing, Business Development roles | 13 years | Pharma and medical device divisions |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NCBIO | Past Chair | — | Industry leadership |
| UNC Eshelman School of Pharmacy Foundation | Past Chair | — | Philanthropy/academia board leadership |
Board Governance
- Independence: The Board determined all directors except the CEO (Joseph Papa) are independent; Fowler is independent under NYSE Section 303A.02.
- Committees: Audit & Finance (member) and Scientific Review (member); Audit & Finance chaired by Marvin White, Scientific Review chaired by Dr. Kathryn Zoon; Fowler is not a committee chair.
- Meetings/Attendance: Board met 7 times and committees met 47 times in aggregate in 2024; no director attended fewer than 75% of meetings, and all directors attended the 2024 annual meeting.
- Executive sessions and governance: Independent directors meet regularly in executive session; Board is led by an independent Chairman (Dr. Zsolt Harsanyi).
| Committee | Fowler Role | Chair | 2024 Meetings |
|---|---|---|---|
| Audit & Finance | Member | Marvin White | 7 |
| Scientific Review | Member | Dr. Kathryn Zoon | 4 |
Fixed Compensation
| Element | 2024 Amount / Structure |
|---|---|
| Annual cash retainer (non‑employee director) | $70,000 |
| Committee member retainer – Audit & Finance | $15,000 |
| Committee member retainer – other committees | $10,000 |
| Fowler’s fees earned or paid in cash (2024) | $95,000 |
| Annual director equity award (grant date fair value) | $175,000 |
| Fowler’s total director compensation (2024) | $270,000 |
Performance Compensation
| Equity Award | Value | Mix | Vesting/Terms |
|---|---|---|---|
| Initial new director grant (Oct 2023) | RSUs with value $375,000 | RSUs | Vest in three equal annual installments over 3 years, subject to continued service |
| Annual director equity award (2024 program) | $175,000 | 50% RSUs / 50% stock options | Company policy; options and RSUs per program |
| Annual director equity award (2025 program) | $250,000 | 75% RSUs / 25% stock options | Company policy update effective 2025 |
No performance metrics are disclosed for director equity awards; director equity is time‑vested and not tied to financial or TSR goals.
Other Directorships & Interlocks
| Company | Role | Committee Positions | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed for Fowler in the proxy materials. |
- Related‑party transactions: Upon appointment, EBS disclosed neither Fowler nor his immediate family members were party to any transaction requiring disclosure under Item 404(a).
Expertise & Qualifications
- Biopharma leadership and commercialization (CEO experience at Pathalys; transformation at Liquidia).
- Senior operating roles in large-cap pharma across sales, marketing, and business development (J&J, Eli Lilly).
- Governance experience via industry and academic board leadership (past chair roles).
Equity Ownership
| Metric | Value | As‑of Date |
|---|---|---|
| Beneficially owned shares | 39,557 | March 3, 2025 |
| Ownership percentage | <1% | March 3, 2025 |
| Shares outstanding (EBS) | 54,337,026 | March 3, 2025 |
| Right to acquire within 60 days | — | March 3, 2025 |
- Stock ownership guidelines (directors): Minimum holding of five times annual Board retainer; stock options do not count; 50% post‑tax retention until guideline met; all directors were in compliance in 2024.
- Insider Trading Policy: Prohibits hedging; pledging or margin requires advance General Counsel approval.
Insider Trades
| Date (filed) | Filing | Security/Grant | Amount/Value | Notes |
|---|---|---|---|---|
| Oct 5, 2023 (event 10/01/2023) | Form 3 | Common stock | 0 shares reported | Initial statement of beneficial ownership as director |
| Sept 28, 2023 | 8‑K Item 5.02 | RSU grant | $375,000 grant value | New director RSUs vest in three equal annual installments |
Governance Assessment
- Independence and conflicts: Fowler is independent under NYSE standards; no related‑party transactions requiring disclosure at appointment, supporting low conflict risk.
- Committee alignment and effectiveness: Assignments to Audit & Finance and Scientific Review align with his operating and sector background; he is not designated a financial expert, with oversight led by an experienced chair and two designated financial experts on Audit.
- Attendance and engagement: Board held 7 meetings and committees 47 in 2024; no director fell below 75% attendance, and all directors attended the 2024 annual meeting.
- Compensation and ownership alignment: 2024 director pay included $95k cash and $175k equity; program emphasizes equity, with 2025 shift toward more RSUs, strengthening alignment but reducing at‑risk option leverage. Directors must hold 5x retainer and were in compliance in 2024.
- RED FLAGS: None disclosed specific to Fowler—no Item 404(a) transactions, no Section 16 delinquencies noted for directors beyond a CFO late Form 4, and policies prohibit hedging/limit pledging.
