William Hartzel
Emergent BioSolutionsAbout William Hartzel
William Hartzel, age 47, serves as Senior Vice President, Manufacturing and Bioservices at Emergent BioSolutions, a role he has held since March 2022. He holds an MBA and a BS in Chemical Engineering from Villanova University. Prior to Emergent, he was Chief Commercial Officer at Woodstock Sterile Solutions and spent more than a decade at Catalent in product management, strategy, commercial operations, and business development roles. His incentive plan emphasizes corporate financial/operational execution (90% weighting) plus individual objectives (10%), aligning pay with operating performance; in 2024 his non‑equity incentive payout was $325,266 under the Annual Bonus Plan .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Woodstock Sterile Solutions | Chief Commercial Officer | — | Commercial leadership prior to joining Emergent |
| Catalent Pharma Solutions | Various roles (product management, strategy, commercial operations, business development) | — | Broad responsibilities across growth and operations over >10 years |
External Roles
No external public-company directorships disclosed for Mr. Hartzel in the 2025 proxy statement .
Fixed Compensation
| Component | 2024 Amount/Terms |
|---|---|
| Base salary (approved annual rate effective 1/1/2024) | $468,008 |
| Salary actually paid (2024) | $466,970 |
| 401(k) match and other benefits (2024 “All Other Compensation”) | $10,350 |
Performance Compensation
Annual Cash Incentive (2024)
| Element | Terms |
|---|---|
| Target bonus opportunity | 50% of base salary |
| Performance split | Corporate 90%; Individual 10% |
| Payout range | Threshold 50% of target; Maximum 150% of target (for NEOs other than CEO) |
| Actual 2024 payout (Non‑equity Incentive Plan Compensation) | $325,266 |
Retention Incentives (KERP)
| KERP Tranche | Payment Date | Amount (Gross) |
|---|---|---|
| Original KERP – second installment (130% of salary program, second 50% installment) | July 26, 2024 | $292,500 |
| Extended KERP – additional 6‑month installment | December 20, 2024 | $292,500 |
Equity Awards (2024 annual grant)
| Grant Type | Grant Date | Securities | Exercise/Grant Price | Term | Vesting | Grant Date Fair Value |
|---|---|---|---|---|---|---|
| Stock options (annual equity award) | 3/13/2024 | 125,000 options | $2.33 per share; closing price on grant date $2.24 | 7 years | 3 equal annual installments beginning the day prior to first anniversary | $187,175 |
Key equity design notes for 2024:
- Equity granted solely in stock options due to share pool constraints; fixed-share approach resulted in lower grant-date fair values as share price decreased between approval and grant .
- Options align with long-term stock price appreciation; exercise price at fair market value; 7‑year term; three-year ratable vesting .
2025 Forward-Looking Program Context (Plan Design)
- For 2024 NEOs (other than CEO), Committee increased weighting of financial goals within the corporate score and maintained option-only equity to reduce share usage and reflect transformation risk; Messrs. Williams and Hartzel received a 10% increase to target cash incentive opportunity (within the overall program) .
Equity Ownership & Alignment
Beneficial Ownership (as of March 3, 2025)
| Item | Shares | Notes |
|---|---|---|
| Shares owned (outstanding) | 6,943 | Direct/indirect ownership |
| Right to acquire within 60 days (options/RSUs) | 62,597 | Includes options exercisable and RSUs vesting within 60 days |
| Total beneficial ownership | 69,540 | Less than 1% of 54,337,026 shares outstanding |
Stock Ownership Policy, Hedging/Pledging
- Ownership guideline: 2x base salary for executive officers; five years to comply; options not counted; retain 50% of after-tax shares until guideline is met. For 2024, all directors and executives were in compliance with the policy .
- Insider trading policy prohibits hedging; pledging requires advance approval by the General Counsel .
- Compensation recovery (clawback) policy adopted consistent with NYSE requirements; “no fault” recovery following an accounting restatement .
Outstanding Equity Awards at FY2024 Year-End (12/31/2024)
| Award Type | Status | Quantity | Exercise Price | Expiration | Notes |
|---|---|---|---|---|---|
| Stock options | Exercisable | 7,877 | $42.28 | 4/8/2029 | Legacy grant |
| Stock options | Unexercisable | 3,949 | $42.28 | 4/8/2029 | Legacy grant |
| Stock options | Exercisable | 1,025 | $11.66 | 3/6/2030 | Legacy grant |
| Stock options | Unexercisable | 2,052 | $11.66 | 3/6/2030 | Legacy grant |
| Stock options | Exercisable | 4,099 | $8.39 | 6/9/2030 | Legacy grant |
| Stock options | Unexercisable | 8,209 | $8.39 | 6/9/2030 | Legacy grant |
| Stock options | Unexercisable | 125,000 | $2.33 | 3/13/2031 | 2024 annual grant |
| RSUs | Unvested | 1,971 | — | — | $18,843 market value at 12/31/24 |
| RSUs | Unvested | 2,222 | — | — | $21,242 market value at 12/31/24 |
| RSUs | Unvested | 2,051 | — | — | $19,608 market value at 12/31/24 |
| RSUs | Unvested | 8,205 | — | — | $78,440 market value at 12/31/24 |
| RSUs | Unvested | 15,000 | — | — | $143,400 market value at 12/31/24 |
| PSUs | Unvested | 1,539 | — | — | $14,713 market value at 12/31/24 |
| PSUs | Unvested | 6,154 | — | — | $58,832 market value at 12/31/24 |
Vesting schedule highlights:
- Options: 41,625 options vest for Mr. Hartzel on 3/12/2025, 3/12/2026, and 3/12/2027 (2024 grant); additional legacy tranches vest on interim dates (see table) .
- RSUs: Scheduled vestings across 2025–2026 total 29,449 RSUs for Mr. Hartzel (e.g., 2/28/2025: 1,269; 4/7/2025: 1,971; 6/8/2025: 4,103; 7/11/2025: 15,000; 11/11/2025: 2,222; with further 2026 tranches) .
2024 Option/RSU Activity
| Metric | 2024 |
|---|---|
| Shares acquired on vesting (RSUs) | 9,322 |
| Value realized on vesting | $60,007 |
| Option exercises | None |
Employment Terms
Severance (Senior Management Severance Plan)
| Scenario | Cash Multiple (Base + Target Bonus) | Benefits Continuation | Illustrative Cash+Benefits if terminated 12/31/2024 | Equity Treatment |
|---|---|---|---|---|
| Termination without Cause | 75% | 9 months | Cash $526,509; Benefits $31,923; Vested options value $4,796 | RSUs/PSUs forfeited; vested options exercisable for 3 months |
| Termination in connection with Change in Control (double trigger) | 125% | 12 months | Cash $702,012; Benefits $42,563; Equity acceleration value $1,273,228 | All unvested equity vests; option exercise window extended per plan terms |
Additional governance terms:
- Company operates double-trigger change-in-control provisions (no single-trigger vesting) .
- No tax gross-ups for change-in-control severance payments/benefits .
Investment Implications
- Alignment and upside: 2024 equity delivered entirely as stock options (125,000 at $2.33), heavily linking Hartzel’s upside to share-price appreciation; sizable unvested/OTM legacy options plus 2024 grant indicate meaningful sensitivity to price recovery and create a retention hook via multi-year vesting .
- Near-term selling pressure: RSU vesting calendar is front-loaded in 2025 (notably a 15,000-share tranche on 7/11/2025), suggesting episodic windows of potential insider supply absent 10b5‑1 plans; ownership policy mandates retention of 50% of after-tax shares until guideline met, partially mitigating sell pressure .
- Retention risk mitigants: Dual KERP payments ($585,000 aggregate) and severance protections (75% no-cause; 125% CoC) stabilize retention through transformation; double-trigger CoC and no gross-ups reflect investor-friendly governance .
- Pay-for-performance structure: 2024 bonus tied 90% to corporate (with higher weighting of financial goals) and 10% to individual, while option-only equity focuses on long-term value creation; actual 2024 bonus payout of $325,266 indicates meaningful performance-based cash compensation .
- Risk controls: Prohibitions on hedging and restricted pledging (pre-approval required), plus a robust clawback, reduce misalignment and reputational risk around compensation .
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