Ronald Richard
Emergent BioSolutionsAbout Ronald Richard
Ronald Richard, age 69, is an independent Class I director of Emergent BioSolutions, first elected in 2005 and nominated for re‑election at the April 30, 2025 annual meeting to a term expiring in 2028 . He chairs the Nominating & Corporate Governance Committee and serves on the Compensation Committee; the Board has affirmatively determined he is independent under NYSE rules . Richard holds an M.A. in international relations from Johns Hopkins SAIS and a B.A. from Washington University, with multiple honorary doctorates recognizing his public health and civic leadership .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cleveland Foundation | President & CEO | Jun 2003 – Aug 2023 | Led one of the nation’s largest community foundations; retired Aug 2023 |
| Stem Cell Preservation, Inc. | President | Aug 2002 – Feb 2003 | Early‑stage medical research leadership |
| IGEN International, Inc. | Strategic Business Advisor | Post‑Feb 2003 (pre‑EBS board) | Advisory role in biotechnology |
| In‑Q‑Tel (CIA VC fund) | Chief Operating Officer | Mar 2001 – Aug 2002 | Technology investment and government intelligence interface |
| Panasonic | Senior Management Positions | Prior to 2001 | Global consumer electronics experience |
| U.S. Department of State | Diplomat; Desk Officer (North Korea, Greece, Turkey) | Prior roles | International policy and security exposure |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University Hospitals (Cleveland) | Trustee | Current | Health system governance |
| Case Western Reserve University | Trustee | Current | Academic oversight |
| International Biomedical Research Alliance (NIH‑Oxford‑Cambridge) | Former Chair; Trustee | Current trustee | Biomedical research collaboration |
| Convelo (medical start‑up) | Board Director | Current | Early‑stage neurology therapeutics |
| Astute Signals (medical start‑up) | Board Director | Current | Health data/technology |
No current public company directorships disclosed beyond EBS .
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance; Member, Compensation .
- Independence: Board determined Richard is independent under NYSE Section 303A.02 .
- Attendance: In 2024, the Board met 7 times; committees met 47 times total. No director attended fewer than 75% of applicable meetings; all directors attended the 2024 annual meeting .
- Committee activity levels (2024 meetings): Compensation (6); Nominating & Corporate Governance (4) .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Fees earned or paid in cash (2024) | $100,000 | Matches program structure (illustrative composition: $70,000 non‑employee retainer + $20,000 committee chair retainer for non‑Audit committees + $10,000 committee member retainer for non‑Audit committee) |
| Annual non‑employee director retainer (program) | $70,000 (2024 & 2025) | Cash |
| Committee chair retainer (non‑Audit) | $20,000 (2024 & 2025) | Cash |
| Committee member retainer (non‑Audit) | $10,000 (2024 & 2025) | Cash |
| Meeting fees | None (2024 & 2025) | — |
Performance Compensation
| Equity Element | Grant Value | Mix | Notes |
|---|---|---|---|
| 2024 annual equity award | $175,000 grant date fair value | 50% RSUs / 50% stock options (program) | Standard director grant; program did not disclose director‑specific vesting terms beyond instrument mix |
| 2025 annual equity program | $250,000 program value | 75% RSUs / 25% stock options | Forward program change approved; enhances RSU weighting |
No director‑specific performance metrics (e.g., EBITDA, TSR) are tied to director equity grants; director equity serves alignment and retention objectives per program design .
Other Directorships & Interlocks
| Company/Institution | Type | Role | Potential Interlock/Conflict Commentary |
|---|---|---|---|
| University Hospitals | Non‑profit health system | Trustee | No related‑party transactions disclosed; independence maintained |
| Case Western Reserve University | Academic | Trustee | Same as above |
| International Biomedical Research Alliance | Non‑profit | Trustee; former Chair | Same as above |
| Convelo | Private start‑up | Director | No transactions with EBS disclosed |
| Astute Signals | Private start‑up | Director | No transactions with EBS disclosed |
Expertise & Qualifications
- Strategic governance and civic leadership (Cleveland Foundation CEO; trusteeships in major health and academic institutions) .
- Government/defense/intelligence interface (COO In‑Q‑Tel; U.S. diplomatic service) .
- Corporate and operational leadership (Panasonic senior management; biotech advisory) .
- Advanced education and recognition: M.A. (Johns Hopkins SAIS), B.A. (Washington University), honorary doctorates from Notre Dame College, Baldwin Wallace College, and NEOMED .
Equity Ownership
| Holder | Outstanding Shares Beneficially Owned | Right to Acquire Beneficial Ownership (within 60 days) | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|
| Ronald Richard | 50,871 | — | 50,871 | * (<1%) |
Shares outstanding at record date: 54,337,026 (for ownership % context) . Stock ownership guidelines require directors to hold at least 5x annual Board retainer; all directors and executives were in compliance in 2024 .
Governance Assessment
- Independence and role: Richard is independent and chairs the Nominating & Corporate Governance Committee—central to board refreshment, director compensation recommendations, succession planning, and governance oversight .
- Attendance/engagement: No director fell below the 75% threshold in 2024; Richard sits on two active committees including a chair role, indicating engagement .
- Pay structure alignment: 2024 director pay balanced cash ($100,000) and equity ($175,000), consistent with market practice via WTW benchmarks; equity is intended to strengthen alignment with shareholders .
- Ownership alignment: Beneficial ownership of 50,871 shares and compliance with stock ownership guidelines bolster alignment; options do not count toward guideline thresholds, reinforcing true equity exposure .
- Shareholder signals: 2024 say‑on‑pay support was 97%, indicating broad shareholder confidence in compensation governance processes that Richard helps oversee via committee roles .
- Conflicts/related‑party risk: Company policy mandates Audit & Finance Committee review/approval of related‑person transactions; none requiring disclosure since Jan 1, 2024—a positive signal for conflict management .
- Risk controls: Clawback policy (NYSE‑compliant), insider trading policy prohibits hedging and restricts pledging, and double‑trigger CIC provisions reduce shareholder‑unfriendly risks; no tax gross‑ups .
Red flags
- None disclosed: no related‑party transactions, no hedging, and no Section 16 delinquency noted for Richard; a late Form 4 in 2024 related to another officer was disclosed (not Richard) .
Overall, Richard’s long tenure, committee leadership, and absence of conflicts support board effectiveness; continued monitoring should include ownership level relative to guidelines and any future transactions involving his non‑profit or private board affiliations .
