Novavax Inc. Files Definitive Proxy Statement (DEF 14A)

Ticker: NVAX · Form: DEF 14A · Filed: Apr 29, 2024 · CIK: 1000694

Novavax Inc DEF 14A Filing Summary
FieldDetail
CompanyNovavax Inc (NVAX)
Form TypeDEF 14A
Filed DateApr 29, 2024
Risk Levelmedium
Pages15
Reading Time18 min
Key Dollar Amounts$1.0B, $1.1B, $825M
Sentimentneutral

Sentiment: neutral

Topics: Novavax, NVAX, DEF 14A, Proxy Statement, Executive Compensation

TL;DR

<b>Novavax Inc. has filed its Definitive Proxy Statement (DEF 14A) detailing executive compensation and equity awards for the fiscal years 2020-2023.</b>

AI Summary

NOVAVAX INC (NVAX) filed a Proxy Statement (DEF 14A) with the SEC on April 29, 2024. Novavax Inc. filed a DEF 14A form on April 29, 2024. The filing covers the period ending June 13, 2024. The company's principal executive offices are located at 700 Quince Orchard Road, Gaithersburg, MD 20878. The filing includes information on equity awards granted to executive officers for the fiscal years 2020-2023. Stanley C. Erck and John C. Jacobs are listed as members, with details on their compensation and equity awards.

Why It Matters

For investors and stakeholders tracking NOVAVAX INC, this filing contains several important signals. This filing provides shareholders with crucial information regarding executive compensation, which can influence voting decisions on related proposals. The detailed breakdown of equity awards and their valuation is essential for understanding the incentives and potential financial outcomes for key management personnel.

Risk Assessment

Risk Level: medium — NOVAVAX INC shows moderate risk based on this filing. The filing is a DEF 14A, which typically contains detailed information about executive compensation and corporate governance, but does not include new financial performance data or significant operational updates that would immediately impact the company's valuation.

Analyst Insight

Shareholders should review the executive compensation details and equity award valuations to inform their voting decisions on relevant proposals at the upcoming meeting.

Executive Compensation

NameTitleTotal Compensation
Stanley C. ErckMember
John C. JacobsMember

Key Numbers

  • 2024-04-29 — Filing Date (DEF 14A filing date)
  • 2024-06-13 — Period of Report (Conformed period of report)
  • 2023-12-31 — Fiscal Year End (Company's fiscal year end)
  • 2020-2023 — Fiscal Years Covered (Years for which equity award data is presented)

Key Players & Entities

  • NOVAVAX INC (company) — Filer
  • Stanley C. Erck (person) — Member
  • John C. Jacobs (person) — Member
  • 2024-04-29 (date) — Filing Date
  • 2024-06-13 (date) — Period of Report
  • 700 Quince Orchard Road, Gaithersburg, MD 20878 (address) — Business Address
  • 2023 (date) — Fiscal Year End
  • 2020-2023 (date) — Fiscal Years for Equity Awards

FAQ

When did NOVAVAX INC file this DEF 14A?

NOVAVAX INC filed this Proxy Statement (DEF 14A) with the SEC on April 29, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by NOVAVAX INC (NVAX).

Where can I read the original DEF 14A filing from NOVAVAX INC?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by NOVAVAX INC.

What are the key takeaways from NOVAVAX INC's DEF 14A?

NOVAVAX INC filed this DEF 14A on April 29, 2024. Key takeaways: Novavax Inc. filed a DEF 14A form on April 29, 2024.. The filing covers the period ending June 13, 2024.. The company's principal executive offices are located at 700 Quince Orchard Road, Gaithersburg, MD 20878..

Is NOVAVAX INC a risky investment based on this filing?

Based on this DEF 14A, NOVAVAX INC presents a moderate-risk profile. The filing is a DEF 14A, which typically contains detailed information about executive compensation and corporate governance, but does not include new financial performance data or significant operational updates that would immediately impact the company's valuation.

What should investors do after reading NOVAVAX INC's DEF 14A?

Shareholders should review the executive compensation details and equity award valuations to inform their voting decisions on relevant proposals at the upcoming meeting. The overall sentiment from this filing is neutral.

Key Dates

  • 2024-04-29: Filing Date — Filing of Definitive Proxy Statement (DEF 14A)
  • 2024-06-13: Period of Report End Date — Defines the reporting period for the proxy statement

Filing Stats: 4,461 words · 18 min read · ~15 pages · Grade level 14.9 · Accepted 2024-04-29 07:54:04

Key Financial Figures

  • $1.0B — VAX 2023 AT A GLANCE PRODUCT PIPELINE $1.0B Total revenue Novavax Coronavirus - Cl
  • $1.1B — rcial-Stage Novavax COVID-19 Vaccine $1.1B Reduction in 2023 operating expenses c
  • $825M — Clinical Stage COVID-19 / Influenza $825M Reduction in 2023 short-term liabiliti

Filing Documents

Executive Compensation Tables

Executive Compensation Tables 52 Summary Compensation Table 53 Grants of Plan-Based Awards Table 54 Outstanding Equity Awards at 202 3 Fiscal Year End 56 Options Exercised and Stock Vested 56 Overview of Employment and Change In Control Agreements 62 Potential Payments Upon Termination 63 202 3 CEO Pay Ratio 64 Pay Versus Performance 72 Proposal 3 — Amendment and Restatement of the 2015 Stock Plan 84 Equity Compensation Plan Information 85 Proposal 4 — Amendment and Restatement of the ESPP 91 Audit Matters 91 Proposal 5 —Ratification of the Appointment of Ernst & Young LLP as the Company's Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 202 4 91 Fees and Services 92 Audit Committee Pre-Approval Policies and Procedures 93 Audit Committee Report 94 Stock Ownership Information 94

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 97 Information about the Annual Meeting and Voting 105 Additional Information 105 Stockholder Proposals 106 Other Matters 107 Appendix A — Novavax, Inc. 2015 Stock Incentive Plan Amended and Restated April 19 , 202 4 120 Appendix B — Novavax, Inc. 2013 Employee Stock Purchase Plan Amended and Restated April 19, 2024 PROXY SUMMARY This summary represents only selected information. You should review the entire proxy statement before voting. Novavax, Inc. 2024 Annual Meeting of Stockholders WHEN VIRTUAL WEBCAST RECORD DATE Thursday, June 13, 2024 8:30 a.m. Eastern Time www.virtualshareholdermeeting.com/NVAX2024 Stockholders of record at the close of business on April 22, 2024 are entitled to notice of and to vote MATTERS TO BE VOTED ON AT THE ANNUAL MEETING Proposal Board Recommendation See Page 1 Election of three directors as Class II directors to serve on the board of directors, each for a three-year term expiring at the 2027 Annual Meeting of Stockholders FOR all nominees 9 2 Advisory vote to approve the compensation of our Named Executive Officers FOR 32 3 Amendment and restatement of the 2015 Stock Plan to increase the number of shares of Common Stock available for issuance thereunder by 6,500,000 shares FOR 72 4 Amendment and restatement of the ESPP to increase the number of shares of Common Stock available for issuance under the ESPP by 1,000,000 shares, such that the number of shares available for issuance is the lesser of (a) 2,155,000 shares of Common Stock increased on January 1 of each year by 5% of the share pool and (b) 3,510,264 shares of Common Stock FOR 85 5 Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024 FOR 91 NOVAVAX, INC. 2023 PROXY STATEMENT 1 Proxy Summary HOW TO VOTE Have your Notice of Internet Availability, proxy card

: Demographic Background

Part II: Demographic Background African American or Black — — — — Alaskan Native or Native American — — — — Asian — — — — Hispanic or Latin — — — — Native Hawaiian or Pacific Islander — — — — White 2 5 — — Two or More Races or Ethnicities — 1 — — LGBTQ+ — — — — Did Not Disclose Demographic Background — — — — NOVAVAX, INC. 2024 PROXY STATEMENT 5 Proxy Summary ISG Stewardship Principles Our Board and executive leaders are stewards of our stockholders' interests, believing that strong and effective corporate governance is essential to our success. As a cornerstone of our corporate governance program, we provide transparent disclosure to our stockholders on a consistent basis. Our approach integrates all components of effective governance, including a strong ethical culture, an ongoing stockholder engagement program, and sound financial, regulatory, and legal compliance functions. Novavax supports and follows the Investor Stewardship Group's ("ISG") Corporate Governance Framework for U.S. Listed Companies. Below is an illustration how certain of our governance practices directly support each of the six ISG principles. ISG Principle Novavax's Practice Boards are accountable to stockholders Separate CEO and Board Chairman roles Stockholders should be entitled to voting rights in proportion to their economic interest One class of voting stock; we believe in a "one share, one vote" standard No "poison pill" Boards should be responsive to stockholders and be proactive in order to understand their perspectives Proactive year-round engagement with stockholders All current Directors attended at least 75% of Board and committee meetings in 2023 All of the then-current Board members attended the 2023 Annual Meeting Directors are expected to devote sufficient time and effort necessary to fulfill their respective responsibilities Boards should have a strong, independent leadership structure 7 of 8 directors are independent Independent Board C

Executive Compensation Highlights

Executive Compensation Highlights STOCKHOLDER ENGAGEMENT Stockholder Engagement Highlights We value engagement with our stockholders. We communicate regularly with stockholders and other stakeholders throughout the year, and the Board considers a range of stakeholder perspectives in discharging its oversight responsibilities. In 2023, we received the support of 83.8% of votes cast for our "say-on-pay" proposal and continued our Stockholder Outreach program. Topics discussed in connection with our Stockholder Outreach program included, as they relate to executive compensation, recent CEO succession and transition planning, along with designing an executive compensation policy that incentivizes and rewards executives through goals and strategic metrics We contacted our top stockholders representing approximately 89% of our institutional ownership and 61% of shares outstanding. ANNUAL OUTREACH TO STOCKHOLDERS of institutional ownership contacted in 2023 COMPENSATION PHILOSOPHY AND OBJECTIVES Our compensation program is designed to attract, retain, and reward a high-performance workforce in an extremely competitive recruitment and retention market to achieve Novavax's mission, vision, and goals. Attract and retain highly qualified executives Reward executives for meeting the strategic goals and objectives of the Company Reward strong individual performance Align executives' interests with those of our stockholders Align executive compensation with competitive market practices NOVAVAX, INC. 2024 PROXY STATEMENT 7 Proxy Summary COMPENSATION PROGRAM BEST PRACTICES What We Do What We Do NOT Do Engage independent and expert compensation consultant X Incentivize excessive risk-taking that would have a material adverse effect on our business and operations Structure compensation practices to align with a peer group that reflects our business model X Reprice underwater stock options or stock appreciation rights without stockholder approval L

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