Zsolt Harsanyi
Emergent BioSolutionsAbout Zsolt Harsanyi
Independent Chairman of Emergent BioSolutions’ Board since April 2022; director since August 2004 (age 81). PhD in Microbiology from Albert Einstein College of Medicine and BA from Amherst College; designated “Audit and Finance Committee Financial Expert.” Background spans biotech leadership (Porton International plc president; Expo Bio Inc. CEO/chair; founder of Dynport Vaccine Company LLC), finance (E.F. Hutton VP corporate finance), and government/academia (OTA biotech assessment; Cornell Medical College faculty).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Porton International plc | President | Jan 1983 – Dec 2004 | Led pharmaceutical and vaccine operations |
| Expo Bio Inc. | CEO & Chairman; later Chairman | Dec 2004 – Feb 2011; returned as Chairman Jan 2016 | Private biotechnology leadership |
| Dynport Vaccine Company LLC | Founder | Sep 1996 | Established vaccine enterprise |
| E.F. Hutton, Inc. | VP Corporate Finance | Pre-1983 | Capital markets expertise |
| U.S. Congress Office of Technology Assessment | Directed first biotech assessment | Historical | Policy/science interface |
| President’s Commission (Ethical Problems in Medicine) | Consultant | Historical | Bioethics advisory |
| Cornell Medical College | Faculty (Microbiology & Genetics) | Historical | Scientific credentials |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Aptevo Therapeutics Inc. (NASDAQ) | Director | Since Aug 2016 | Oncology/hematology biotech; interlock with EBS director Marvin White who is Aptevo CEO/director |
| N-Gene Research Laboratories, Inc. (private) | Chairman | Current | Biopharmaceutical company |
Board Governance
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit & Finance | Member; Financial Expert | 7 | Designated “Audit and Finance Committee Financial Expert” |
| Scientific Review | Member | 4 | Oversees R&D portfolio alignment; Zoon is Chair |
| Quality, Compliance, Manufacturing & Risk Mgmt (QCMRM) | Member | 5 | Oversees compliance, ERM, cyber risk; Dayal is Chair |
- Independence: Board determined all directors except CEO Joseph Papa are independent; Harsanyi is independent.
- Leadership: Serves as Independent Chairman; presides executive sessions; facilitates Board-management communications.
- Attendance: Board met 7 times; committees met 47 times in aggregate; no director attended fewer than 75% of applicable meetings.
Fixed Compensation (Director – FY2024)
| Component | Amount (USD) | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | $245,000 | Annual retainer $70,000 + Chairman retainer $140,000 + Audit committee member $15,000 + two non-Audit committee memberships $10,000 each (structure per program) |
| Stock Awards | $175,000 | Annual equity; 50% RSUs / 50% stock options (2024 program) |
| Total | $420,000 | Cash 58.3%, Equity 41.7% (derived from above) |
Program changes for 2025 (non-employee directors): annual equity shifts to $250,000 with 75% RSUs / 25% options; retainer and committee fees unchanged.
Performance Compensation (Director Equity Structure)
| Year | Equity Value | Mix | Vesting/Terms (Program) |
|---|---|---|---|
| 2024 | $175,000 | 50% RSUs / 50% Options | Options at FMV; standard director vesting (program discloses mix; terms customary) |
| 2025 | $250,000 | 75% RSUs / 25% Options | Options at FMV; mix shift increases time-based RSUs |
No performance metrics are tied to director equity awards in the proxy; director equity is time-based (signal: reduced option weight in 2025).
Other Directorships & Interlocks
| External Board | Interlock/Counterparty | Nature of Interlock | Governance Note |
|---|---|---|---|
| Aptevo Therapeutics Inc. | Marvin White (EBS director; Aptevo CEO/director) | Shared board/company ties | Potential information-flow interlock; monitor related-party exposure and recusal if transactions arise |
Expertise & Qualifications
- Designated financial expert on Audit & Finance; extensive finance and risk oversight experience.
- Deep biotech/pharma leadership and government/academic credentials supporting oversight of regulated operations and product strategy.
- Independent Board Chair role strengthens oversight and executive-session leadership.
Equity Ownership (as of March 3, 2025)
| Holder | Shares Owned | Right to Acquire (≤60 days) | Total Beneficial | % of Shares Outstanding |
|---|---|---|---|---|
| Zsolt Harsanyi, Ph.D. | 69,086 | 0 | 69,086 | 0.13% (69,086 / 54,337,026 outstanding) |
- Ownership guideline: Directors must hold ≥5x annual retainer; Company reports all directors/executives in compliance for 2024.
- Pledging/Hedging: Hedging prohibited; pledging requires pre-approval per Insider Trading Policy.
Governance Assessment
- Independent Chairman with multi-committee service and “financial expert” designation improves board effectiveness and risk oversight (Audit/Finance; QCMRM; Scientific).
- Robust engagement: Board/committee cadence (7 board; relevant committees 4–7 meetings) and >75% attendance threshold met by all directors in 2024.
- Alignment: Director pay balanced across cash ($245k) and equity ($175k); ownership guideline compliance reported for all directors.
- Shareholder signal: 97% say‑on‑pay support in 2024 reflects investor confidence in compensation governance (contextual to overall program).
RED FLAGS / Watch items
- External interlock: Concurrent Aptevo board (Harsanyi) and Aptevo CEO/director (Marvin White) sits on EBS board; monitor for potential related‑party transactions and ensure recusals if any counterparty dealings arise.
- Director equity mix shift: 2025 program increases RSU weighting (75%) vs options, modestly lowering market‑sensitivity of director equity; ensure continued focus on stockholder alignment through ownership guidelines.
