Richard Lindahl
Emergent BioSolutionsAbout Richard Lindahl
Richard Lindahl, age 61, has served as Executive Vice President, Chief Financial Officer and Treasurer of Emergent BioSolutions since March 2018, bringing more than two decades of financial leadership across public companies and telecommunications . He holds an MBA from the University of Virginia’s Darden School and a BA in Computer Science from Dartmouth College . In 2024, Emergent executed a stabilization phase of its multi‑year transformation plan: total revenue was ~$1.04B, adjusted EBITDA improved to $183.1M from $(22.3)M in 2023, and net loss narrowed to $(190.6)M from $(760.5)M in 2023, alongside debt refinancing to 2029 and cost savings initiatives, providing context for CFO performance alignment and incentive outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CEB Inc. | Chief Financial Officer & Principal Accounting Officer | 2009–2017 | Led finance strategy and operations, tax and IR; chaired investments and acquisitions committee . |
| Sprint Nextel Corporation | SVP & Treasurer; VP & Treasurer | 2006–2008; 2005–2006 | Corporate treasury leadership, capital structure and liquidity management . |
| Nextel Communications, Inc. | Treasurer; FP&A roles | 1997–2005 | Corporate finance and planning supporting growth phase . |
| Pocket Communications, Inc. | VP, Finance | 1995–1997 | Finance leadership in wireless startup environment . |
| MCI Communications; Deloitte & Touche; Casher Associates | Various roles | Pre‑1995 | Foundational finance, auditing, and advisory experience . |
External Roles
No external public company directorships or board roles were disclosed for Mr. Lindahl in the proxy’s executive officer section .
Fixed Compensation
Multi-year compensation detail for Richard Lindahl:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | $593,878 | $613,850 | $638,185 |
| Bonus ($) | $0 | $399,753 (KERP installment) | $799,506 (KERP second + extension installments) |
| Stock Awards (RSUs) ($) | $2,000,020 | $842,228 | $135,000 |
| Option Awards ($) | $723,365 | $313,250 | $187,175 |
| Non-Equity Incentive ($) | $196,350 | — | $541,104 |
| All Other Compensation ($) | $9,150 | $9,900 | $10,350 |
| Total ($) | $3,522,762 | $2,178,980 | $2,311,320 |
Notes:
- 2024 base salary approved at $639,604, a 4% increase; the Summary Compensation Table shows actual paid $638,185 due to payroll timing .
- KERP retention awards were implemented to retain critical executives during CEO transition; CFO received two installments of $399,753 in 2024 (July and December) .
Performance Compensation
Annual Cash Incentive (2024):
- Design: CFO target bonus 60% of base salary; weighting 90% corporate performance and 10% individual performance; payout range 50–150% of target . Corporate factor determined at 140% for 2024 based on goals in finance, operations, growth, culture, quality and compliance .
- CFO actual non‑equity incentive earned: $541,104 .
- Plan targets for CFO: Threshold $191,880; Target $383,760; Max $575,640 .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Corporate performance factor | 90% | 100% | 140% | Incorporated into cash payout | Cash paid under Annual Bonus Plan |
| Individual performance | 10% | Goals per role | Assessed by Committee | Incorporated | Cash |
| CFO bonus outcome | — | $383,760 | $541,104 | 141% of target (implied) | Paid 2025 timing |
Long-term Performance (PSUs):
- 2022–2024 PSUs metric: 3‑year cumulative adjusted EBITDA margin; Threshold 20.5%, Target 23.5%, Max 26.5%; final performance 6.2% → payout factor 0% . CFO’s 2022 PSU shares issued: 0 .
| PSU Cycle | Metric | Threshold | Target | Maximum | Final | Payout |
|---|---|---|---|---|---|---|
| 2022–2024 | Adjusted EBITDA margin | 20.5% | 23.5% | 26.5% | 6.2% | 0% |
| CFO PSUs (2022 grant) | Shares at target | — | 16,916 | — | — | 0 issued |
Equity Awards (2024 options):
- Grant: 125,000 stock options to CFO on 3/13/2024 at $2.33 exercise price; seven‑year term; vest in three equal annual tranches on the day prior to each of the 1st/2nd/3rd anniversaries .
| Award Type | Shares | Exercise Price | Term | Vesting |
|---|---|---|---|---|
| Stock options (annual equity) | 125,000 | $2.33/sh | 7 years | 1/3 per year over 3 years (service-based) |
Equity Ownership & Alignment
Beneficial Ownership (as of March 3, 2025):
- Outstanding shares owned: 57,337; Right to acquire (options exercisable or RSUs within 60 days): 185,622; Total beneficial: 242,959; Percent of outstanding: <1% (company had 54,337,026 shares outstanding) .
- Stock ownership guidelines: Other executive officers must hold 2x base salary; five years to comply; 50% post‑tax retention of vested shares until guideline met; options not counted; all executives were in compliance in 2024 .
- Insider Trading Policy: Hedging prohibited; pledging requires advance approval by General Counsel; policy filed with 10‑K .
- Underwater/ITM options reality: Many legacy options carry exercise prices well above $9.56 year‑end price; value of vested options in a termination‑without‑cause scenario for CFO was $19,181, indicating limited in‑the‑money exposure; most tranches remain underwater (e.g., strikes at $41.38, $61.01, $61.44, $93.49) with only lower‑strike grants potentially in‑the‑money .
| Ownership Detail | Value/Count |
|---|---|
| Shares owned (direct/indirect) | 57,337 |
| Right to acquire (60 days) | 185,622 |
| Total beneficial | 242,959 |
| % of shares outstanding | <1% |
| Ownership guideline | 2x base salary; 5‑year compliance; retain 50% post‑tax until met |
| Hedging/pledging | Hedging prohibited; pledging requires advance approval |
| Vested options value (termination illustration) | $19,181 |
Near-term Vesting & Insider Selling Pressure (2025 schedule):
- RSUs scheduled to vest for CFO in 2025: 3,222 (2/28), 2,051 (3/1), 8,205 (6/8), 15,000 (10/15) .
- Options scheduled to vest for CFO in 2025: 12,913 (2/28), 4,099 (3/1), 41,625 (3/12), 16,394 (6/8) .
| 2025 Date | Instrument | Shares |
|---|---|---|
| Feb 28, 2025 | RSUs | 3,222 |
| Feb 28, 2025 | Options vest | 12,913 |
| Mar 1, 2025 | RSUs | 2,051 |
| Mar 1, 2025 | Options vest | 4,099 |
| Mar 12, 2025 | Options vest | 41,625 |
| Jun 8, 2025 | RSUs | 8,205 |
| Jun 8, 2025 | Options vest | 16,394 |
| Oct 15, 2025 | RSUs | 15,000 |
Outstanding Equity (strike details and expirations for CFO as of 12/31/2024, excerpt):
- Exercisable options: e.g., 19,963 @ $48.33 (exp 5/7/2025); 20,321 @ $61.01 (2/26/2026); 24,414 @ $61.44 (2/25/2027); 16,043 @ $93.49 (2/24/2028); 25,751 @ $41.38 (3/1/2029); 4,099 @ $12.06 (3/2/2030); 16,394 @ $8.39 (6/9/2030) .
- Unexercisable options include 125,000 @ $2.33 (3/13/2031) .
- Unvested RSUs outstanding include 3,222; 4,102; 16,410; 15,000 with stated market values at 12/31/2024; unvested PSUs remain contingent .
Employment Terms
Senior Management Severance Plan (applies to CFO):
- Without cause termination: Cash equal to 125% of base + target bonus, plus 15 months of benefits; illustration shows CFO cash $1,279,208, benefits $38,422, equity value $19,181 (assuming forfeiture of RSUs/PSUs and exercise of vested options within three months) .
- Change in control: Double‑trigger required; multiples increase to 2.0x or 2.5x depending on level; full vesting of unvested equity upon qualifying termination; extended exercise windows; no tax gross‑ups under Sections 280G/4999; robust clawback policy compliant with NYSE listing standards .
| Scenario | Cash Multiple | Benefits Continuation | Equity Treatment | Gross-ups |
|---|---|---|---|---|
| Termination without cause (CFO) | 1.25x base + target bonus | 15 months | Forfeit RSUs/PSUs; vested options exercisable within 3 months (illustrative valuation) | None |
| CIC qualifying termination | 2.0x or 2.5x (by level) | Stated period (up to one year life insurance) | Unvested equity fully vests; extended option exercise windows | None |
Other Governance/Risk Provisions:
- Clawback (Compensation Recovery Policy): “No fault” recovery of excess incentive compensation upon Accounting Restatement; Board discretion on recoupment mechanisms .
- Insider Trading compliance: Hedging banned; pledging requires approval; policy filed with 10‑K .
- Late Section 16(a) report: Inadvertent late Form 4 filed on Feb 27, 2024 (two days late) by Richard Lindahl regarding a 0% PSU payout determination; noted by Company .
Compensation Structure Analysis
- Mix and pay‑for‑performance: CFO’s 2024 compensation included a sizable at‑risk component (annual cash incentive driven by a 140% corporate factor, and equity in service‑vesting options) consistent with the company’s philosophy targeting market median with disciplined equity usage .
- Shift to options in 2024: Committee granted fixed‑share options to conserve share pool and avoid multi‑year PSU targets amid transformation uncertainty; RSU usage declined; PSUs from prior cycle paid 0%, indicating rigorous long‑term hurdle design .
- Retention incentives: KERP (130% of salary split over installments) implemented during CEO transition; CFO received two 2024 installments; severance multiples temporarily enhanced in 2023–2024 for CIC, then reverted, addressing retention risk without permanent inflation .
- Shareholder oversight: Say‑on‑pay support ~97% at 2024 meeting; committee engages independent consultant (WTW) and maintains double‑trigger CIC, no repricing/backdating, no gross‑ups .
Equity Ownership & Alignment
- Ownership skin-in-the-game: CFO holds 242,959 beneficial shares (<1%), complies with 2x salary ownership guideline with required post‑tax share retention; options are excluded from guideline calculation .
- Pledging/hedging: Hedging prohibited and pledging restricted to pre‑approved cases; no pledging disclosed for Lindahl in the proxy .
- Underwater options: Most legacy strikes are far above recent trading levels, reducing near‑term exercise/sale pressure; new options at $2.33 strike align upside with turnaround execution .
Performance & Track Record
- 2024 achievements under CFO’s finance leadership included net debt reduction, extended maturities to 2029, new $250M term loan, $100M ABL revolver, improved profitability and operating cash flow, ~$250M cost optimization since Jan 2023, and $117M of asset sales, supporting a 140% corporate performance factor outcome .
Compensation Peer Group & Benchmarking
- Philosophy: Target competitive pay around market median using relevant pharma/biotech/device/tools peers; dual peer‑set approach (proxy and survey) .
- 2024 peer group refresh: Added ACADIA, Dynavax, Invitae, Myriad, PTC; removed Jazz and NuVasive to maintain comparability; Emergent ranked ~42nd percentile revenue, 26th percentile net income, 6th percentile market cap at approval time .
- 2025 peer group: Removed several large‑cap and bankrupt peers; added ANI, Collegium, Novavax, Organogenesis, Pacira, Supernus .
Say-on-Pay & Shareholder Feedback
- 2024 say‑on‑pay approval: ~97% votes in favor, reinforcing support for the framework amid challenging conditions; feedback informed largely unchanged 2025 design .
Risk Indicators & Red Flags
- Underwater options reduce misalignment risk but also may dampen retention if upside is perceived as remote; KERP mitigated 2023–2024 retention risk .
- Late Form 4 (administrative) noted for Lindahl regarding 0% PSU payout determination; no broader compliance issues disclosed .
- No tax gross‑ups; no option repricing/backdating; double‑trigger CIC; robust clawback—positive governance mitigants .
Investment Implications
- Alignment: CFO’s pay is meaningfully at‑risk via annual cash metrics and equity options; prior PSU zero payout demonstrates stringent long‑term hurdles—indicative of pay‑for‑performance discipline .
- Selling pressure: 2025 RSU and option vesting events are notable but many legacy options remain underwater; near‑term RSU vests (3,222 in Feb; 2,051 in Mar; 8,205 in Jun; 15,000 in Oct) could create modest liquidity events but not outsized supply .
- Retention: KERP installments and market‑competitive severance (1.25x without cause; 2.0–2.5x on CIC with double‑trigger) reduce flight risk during turnaround; lack of gross‑ups and strong clawback support governance quality .
- Execution risk: The 2024 corporate factor at 140% reflects turnaround traction (debt refinancing, cost savings, asset sales); sustained delivery against adjusted EBITDA targets will be critical for future PSU payouts and equity value realization .
