Sujata Dayal
Emergent BioSolutionsAbout Sujata Dayal
Independent director at Emergent BioSolutions since July 2022 (Class II; term expires at the 2026 annual meeting). Age 62. Chair of the Quality, Compliance, Manufacturing and Risk Management Committee and member of the Special Transactions Committee. Attorney with deep healthcare compliance, anti‑corruption, regulatory law, privacy, and enterprise risk oversight experience; prior senior roles at Medline (VP & Global Chief Compliance Officer), Johnson & Johnson (VP, Healthcare Compliance), Biomet, and Abbott. Education: J.D. (Chicago‑Kent), LL.M. (Columbia), LL.B. (Rajasthan University), B.A. (Lady Shri Ram College). Determined independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Medline Industries, Inc. | Vice President & Global Chief Compliance Officer | Mar 2020 – May 2023 | Currently provides senior advisory services; led global healthcare compliance programs |
| Johnson & Johnson | Vice President, Healthcare Compliance | 2013 – 2020 | Oversight of healthcare compliance across divisions |
| Biomet, Inc. | Senior executive roles in ethics and compliance | Not disclosed | Ethics/compliance leadership |
| Abbott Laboratories | Senior executive roles in ethics and compliance | Not disclosed | Ethics/compliance leadership |
External Roles
- No other public company directorships disclosed for Ms. Dayal in EBS proxies (past five years).
Board Governance
| Committee | Role | Meetings Held (2023) | Meetings Held (2024) |
|---|---|---|---|
| Quality, Compliance, Manufacturing & Risk Management | Chair | 4 | 5 |
| Special Transactions | Member | 22 | 14 |
- Independence: Board determined all directors except the CEO (Mr. Papa) are independent; Ms. Dayal is listed as independent.
- Board meetings and attendance: Board met 7 times in 2024; committees met 47 times in aggregate. No director attended fewer than 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting.
- Classification/tenure: Class II director; term expires at 2026 annual meeting.
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $97,233 | $100,000 |
| Stock Awards ($) | $285,000 | $175,000 |
| Total ($) | $382,233 | $275,000 |
Performance Compensation
| Element | 2024 Program | 2025 Program |
|---|---|---|
| Annual Board Retainer (cash) | $70,000 | $70,000 |
| Meeting Fees | None | None |
| Committee Chair Retainer (non‑Audit) | $20,000 | $20,000 |
| Committee Member Retainer (non‑Audit) | $10,000 | $10,000 |
| Annual Equity Award | $175,000; 50% RSUs / 50% stock options | $250,000; 75% RSUs / 25% stock options |
| Initial Election Equity Award | $230,000; 50% RSUs / 50% options (inclusive of annual award) | $320,000; 75% RSUs / 25% options (inclusive of annual award) |
Performance metric table (directors):
- Director equity awards are time‑based RSUs and stock options; no performance metrics (e.g., revenue, EBITDA, TSR) disclosed for non‑employee director grants.
Other Directorships & Interlocks
- None disclosed for Ms. Dayal; no interlocks with competitors/suppliers/customers identified in EBS proxies.
Expertise & Qualifications
- Legal and compliance leadership in pharma/medical devices; expertise in healthcare compliance, anti‑corruption, privacy, regulatory law.
- Board‑level risk oversight spanning enterprise risk management, cyber and information security, GxP/QSR, supply chain, and government contracting.
- Advanced legal education (J.D., LL.M., LL.B.) and political science background; strong fit for governance/ethics oversight.
Equity Ownership
| As of March 3, 2025 | Shares |
|---|---|
| Outstanding Shares Beneficially Owned | 41,749 |
| Right to Acquire Beneficial Ownership (60 days) | — |
| Total Shares Beneficially Owned | 41,749 |
| Percent of Shares Outstanding | <1% |
| Shares Outstanding (Company) | 54,337,026 |
Stock ownership policy and alignment:
- Director ownership guideline: minimum 5x Board annual retainer; 5‑year compliance window; RSUs/vested PSUs count (options excluded); 50% post‑tax share retention until guideline met.
- Compliance: All directors and executives were in compliance with the stock ownership policy for 2024.
Governance Assessment
- Board effectiveness: Ms. Dayal chairs the committee overseeing compliance, manufacturing quality, ERM, and cyber risk—areas central to EBS’s operational and regulatory posture; her legal/compliance background aligns tightly with these mandates.
- Independence and attendance: Independent under NYSE standards and met minimum attendance expectations; board/committee cadence indicates active engagement (Board 7x; QC/MRM 5x; Special Transactions 14x in 2024).
- Compensation and alignment: Cash plus equity mix is standard; equity award increased in 2025 program and shifted toward RSUs (75%) from options (25%), reinforcing retention/alignment while lowering performance‑risk sensitivity typical of director pay.
- Ownership: Beneficial ownership is <1% but in compliance with director ownership guidelines, supported by RSU retention requirements.
- Conflicts/related parties: No material relationships identified; independence determination and absence of disclosed related‑party transactions involving Ms. Dayal suggest low conflict risk.
RED FLAGS: None observed in disclosures regarding attendance, independence, pledging/hedging, or related‑party transactions for Ms. Dayal. Monitor ongoing committee workloads (e.g., Special Transactions) for potential strain or strategic shift signals.
