John Fowler joins Emergent BioSolutions (NYSE: EBS) board, Audit role

Rhea-AI Filing Summary

Emergent BioSolutions Inc. has appointed John D. Fowler, Jr. as a Class II director effective March 1, 2026, with his initial term running until the 2026 annual stockholders meeting. He is considered an independent director and will serve on the Board’s Audit and Finance Committee.

Fowler will receive an initial restricted stock unit grant valued at $270,000, vesting in three equal annual installments, plus an annual cash retainer of $70,000 for Board service and $15,000 for committee service. He will also be eligible for an annual equity award valued at $270,000, split 75% into restricted stock units and 25% into options, subject to proration in his first year. The company highlighted his more than three decades of experience across healthcare and financial services.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 25, 2026

EMERGENT BIOSOLUTIONS INC.

(Exact name of registrant as specified in its charter)

Delaware

001-33137

14-1902018

(State or other jurisdiction

(Commission File Number)

(IRS Employer

of incorporation)

Identification No.)

 300 Professional Drive,

Gaithersburg, Maryland 20879

(Address of principal executive offices, including zip code)

(240) 631-3200

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, $0.001 par value per share			EBS			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company     ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of John D. Fowler, Jr. as Director

On February 25, 2026, the Board of Directors (the “Board”) of Emergent BioSolutions Inc. (the “Company”) appointed John D. Fowler, Jr. as a Class II director effective March 1, 2026, with his initial term expiring at the Company’s 2026 annual meeting of stockholders. Mr. Fowler is an independent director under New York Stock Exchange listing standards.

Mr. Fowler will serve as a member of the Board’s Audit and Finance Committee. Mr. Fowler was not selected as a director pursuant to any arrangement or understanding with any other person. In addition, neither Mr. Fowler nor any of his immediate family members are party to a transaction or arrangement involving the Company that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Mr. Fowler will receive an initial new director grant of restricted stock units with a value equivalent to $270,000 under the Emergent BioSolutions Inc. Amended and Restated Stock Incentive Plan. The restricted stock units will vest in three equal installments over a three-year period, subject to Mr. Fowler’s continued service on the Board. As a non-employee director, Mr. Fowler will receive, in accordance with the Company’s non-employee director compensation practices, an annual cash retainer of $70,000 for his service on the Board, an additional annual cash retainer of $15,000 for his service as a member of the Audit and Finance Committee, and an annual equity award with a value equivalent to $270,000 (with 75% allocated to restricted stock units and 25% allocated to options), in each case subject to proration in his first year of service. Mr. Fowler will also enter into the Company’s standard indemnification agreement, a form of which was filed as Exhibit 10 to the Company’s Current Report on Form 8-K, filed with the SEC on January 18, 2013.

Item 7.01     Regulation FD Disclosure.

On March 3, 2026, the Company issued a press release regarding the appointment of Mr. Fowler, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 7.01 and Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filing.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
99.1						Press release issued by Emergent BioSolutions Inc. on March 3, 2026.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			EMERGENT BIOSOLUTIONS INC.
Dated: March 3, 2026			By:			/s/ RICHARD S. LINDAHL
						Name: Richard S. Lindahl Title: Executive Vice President, Chief Financial              Officer

Emergent BioSolutions Announces Appointment of John D. Fowler, Jr. to Board of Directors

GAITHERSBURG, Md., March 3, 2026 (GLOBE NEWSWIRE) -- Emergent BioSolutions Inc. (NYSE: EBS) today announced the appointment of John D. Fowler, Jr. to its board of directors effective March 1, 2026. Mr. Fowler brings more than three decades of leadership experience across the healthcare and financial services sectors. He will serve on the Audit and Finance Committee.

“We’re pleased to welcome John to the board of directors at this important point in the company’s ongoing turnaround and transformation,” said Dr. Zsolt Harsanyi, Ph.D., chairman of the board. “John’s deep experience in healthcare and financial markets will provide valuable insight as the company continues to execute against its strategic priorities and drive long-term shareholder value.”

“I am honored to join Emergent’s board of directors at such a pivotal time in global health preparedness,” said Mr. Fowler. “I look forward to working with the board and management to help advance the company’s transformation while supporting its mission to protect and save lives.”

Mr. Fowler currently is chair of the board of trustees of the University of Virginia Darden School Foundation. Previously, he spent 14 years at Wells Fargo Securities in senior leadership roles, including vice chairman, Corporate and Investment Banking.

He held previous positions as vice chairman of investment banking at Deutsche Bank, head of Health Care Services Banking at JPMorgan, and head of Health Care Banking at Salomon Brothers. Mr. Fowler was also president of Large Scale Biology Corporation, a publicly traded biotech company; a founding partner of Bio-Strategic Directors, a biotech consulting firm; and managing partner of Baycrest Capital, a private equity investment firm. He has served on various corporate boards of directors, including Beverly Enterprises (lead outside director), Large Scale Biology Corporation and Optical Dynamics.

Mr. Fowler earned a Juris Doctor degree from the University of Virginia School of Law, a Master of Business Administration from the University of Virginia Darden School of Business and a Bachelor of Arts in History from the University of Virginia.

About Emergent BioSolutions

At Emergent, our mission is to protect and save lives. For over 25 years, we’ve been at work preparing those entrusted with protecting public health. We deliver protective and life-saving solutions for health threats like smallpox, mpox, botulism, Ebola, anthrax and opioid overdose emergencies. To learn more about how we help prepare communities around the world for today’s health challenges and tomorrow’s threats, visit our website and follow us on LinkedIn, X, Instagram, Apple Podcasts and Spotify.

Safe Harbor Statement

This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, are forward-looking statements. We generally identify forward-looking statements by using words like "anticipate," "believe," "continue," "could," "estimate," "expect," "forecast," "future," "goal," "intend," "may," "plan," "position," "possible," "potential," "predict," "project," "should," "target," "will," "would," and similar expressions or variations thereof, or the negative thereof, but these terms are not the exclusive means of identifying such statements. Forward-looking statements are based on our current intentions, beliefs and expectations regarding future events based on information that is currently available. We cannot guarantee that any forward-looking statement will be accurate. Readers should realize that if underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results could differ materially from our expectations. Readers are, therefore, cautioned not to place undue reliance on any forward-looking statement. Any forward-looking statement speaks only as of the date of this press release, and, except as required by law, we do not undertake to update any forward-looking statement to reflect new information, events or circumstances.

There are a number of important factors that could cause the company's actual results to differ materially from those indicated by any forward-looking statements. Readers should consider this cautionary statement, as well as the risk factors identified in our periodic reports filed with the U.S. Securities and Exchange Commission, when evaluating our forward-looking statements.

Investor Contact:

Richard S. Lindahl

Executive Vice President, CFO

lindahlr@ebsi.com

Media Contact:

Assal Hellmer

Vice President, Communications

mediarelations@ebsi.com

FAQ

What did Emergent BioSolutions (EBS) announce in this Form 8-K?

Emergent BioSolutions announced the appointment of John D. Fowler, Jr. as a Class II director effective March 1, 2026. He will serve on the Audit and Finance Committee and receive standard non-employee director cash and equity compensation under the company’s existing programs.

Who is John D. Fowler, Jr., the new Emergent BioSolutions (EBS) director?

John D. Fowler, Jr. is an experienced executive with over three decades in healthcare and financial services. His background includes senior roles at Wells Fargo Securities, Deutsche Bank, JPMorgan, Salomon Brothers, biotech leadership positions, private equity investing, and service on multiple corporate boards.

When does John D. Fowler, Jr.’s term on the Emergent BioSolutions (EBS) board end?

John D. Fowler, Jr.’s initial term as a Class II director expires at Emergent BioSolutions’ 2026 annual meeting of stockholders. His appointment began effective March 1, 2026, following Board approval on February 25, 2026, as disclosed in the Form 8-K filing.

What cash compensation will John D. Fowler, Jr. receive from Emergent BioSolutions (EBS)?

As a non-employee director, John D. Fowler, Jr. will receive an annual cash retainer of $70,000 for Board service and an additional $15,000 for serving on the Audit and Finance Committee, with these amounts subject to proration during his first year on the board.

What equity awards will John D. Fowler, Jr. receive from Emergent BioSolutions (EBS)?

John D. Fowler, Jr. will receive an initial restricted stock unit grant valued at $270,000 vesting over three years. He is also eligible for an annual equity award valued at $270,000, allocated 75% to restricted stock units and 25% to stock options, prorated in his first year.

Is John D. Fowler, Jr. independent and are there related-party transactions with Emergent BioSolutions (EBS)?

Emergent BioSolutions states that John D. Fowler, Jr. is an independent director under New York Stock Exchange standards. The company also indicates that neither he nor his immediate family members are involved in transactions requiring disclosure under Item 404(a) of Regulation S-K.

What is Emergent BioSolutions’ (EBS) business focus described in the announcement?

Emergent BioSolutions focuses on protective and life-saving solutions for public health threats such as smallpox, mpox, botulism, Ebola, anthrax, and opioid overdose emergencies. The company emphasizes a mission to protect and save lives and support global health preparedness efforts.

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 9.8 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.0 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 16.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 28.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 17.2 KB