DEF 14A of Novavax Inc, Apr 29, 2024

DEF 14A of Novavax Inc

Filed Apr 29, 2024 · FY20230001000694-24-000020

Open on EDGAR

  1. Table of Contents

    | 56 | Overview of Employment and Change In Control Agreements | | 62 | Potential Payments Upon Termination | | 63 | 2023 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, 2024 | | 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 | | 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, 2024 | | 120 | Appendix B— Novavax, Inc. 2013 Employee Stock Purchase Plan Amended and Restated April 19, 2024 |

  2. Board of Directors

    Board of Directors

  3. Board of Directors

    | Name and Principal Occupation | | Age(1) | Director Since | Other Current Public Company Boards | Independent | Committee Membership | | | | | | | | | | | Audit | Compensation | Nominating & Corporate Governance | Research & Development | | | CLASS I DIRECTORS, FOR TERMS EXPIRING AT THE 2026 ANNUAL MEETING | | | | | | | | | | | John C. Jacobs President and Chief Executive Officer, Novavax, Inc. | 57 | 2023 | — | — | — | — | — | — | | | Gregg H. Alton, J.D. Former Interim Chief Executive Officer and Chief Patent Officer, Gilead Sciences | 58 | 2020 | 3 | | | — | — | — | | | Richard J. Rodgers Former Executive Vice President, and Chief Financial Officer, TESARO, Inc. | 57 | 2022 | 2 | | | | — | — | | | CLASS II DIRECTORS, FOR TERMS EXPIRING AT THE 2024 ANNUAL MEETING | | | | | | | | | | | Richard H. Douglas, Ph.D. Former Senior Vice President, Corporate Development, Genzyme Corporation | 71 | 2010 | 2 | | | | — | | | | Margaret G. McGlynn, R. Ph. Former President, Merck Vaccines and Infectious Disease, Merck & Co, Inc. | 64 | 2020 | 1 | | | — | | | | | David Mott Private Investor, Mott Family Capital | 58 | 2020 | 4 | | — | | — | | | | CLASS III DIRECTORS, FOR TERMS EXPIRING AT THE 2025 ANNUAL MEETING | | | | | | | | | | | Rachel K. King Interim Chief Executive Officer, the Biology Innovation Organization (BIO) and Founder and former Chief Executive Officer, GlycoMimetics, Inc. | 64 | 2018 | 1 | | — | | | — | | | James F. Young, Ph.D. Former Chairman of the Board and Chief Executive Officer, Targeted Microwave Solutions, Inc. | 71 | 2010 Since 2011 | — | | — | — | | | | | Number of meetings in 2023 | Board—6 | | | | 8 | 9 | 5 | 2 |

  4. Board of Directors

    (1)As of April 22, 2024

  5. Board of Directors

    | | Committee Chair | | Committee Member | | Chairman of the Board | | Audit Committee Financial Expert |

  6. Board of Directors

    | 4 | ir.novavax.com |

  7. Proposal 1—Election of Directors

    Proposal 1—Election of Directors In accordance with the Company’s charter, the Board of Directors (the “Board”) may consist of no fewer than three directors, with the specific number to be authorized by the Board from time to time at its discretion. The Board is presently authorized to consist of eight members, and currently includes the following eight individuals:

  8. Proposal 1—Election of Directors

    | Class II Directors Terms expiring at the 2024 Annual Meeting | Class III Directors Terms expiring at the 2025 Annual Meeting | Class I Directors Terms expiring at the 2026 Annual Meeting | | •Richard H. Douglas, Ph.D. •Margaret G. McGlynn, R. Ph. •David Mott | •Rachel K. King •James F. Young, Ph.D., Chairman of the Board | •John C. Jacobs •Gregg H. Alton, J.D. •Richard J. Rodgers |

  9. Proposal 1—Election of Directors

    Members of the Board are divided into three classes, designated as Class I, Class II, and Class III, each serving staggered three-year terms. The terms of the Class II directors expire at the 2024 Annual Meeting. The terms of the Class III and Class I directors will expire at the 2025 and 2026 Annual Meetings of Stockholders, respectively. A director of any class who is elected by the Board to fill a vacancy resulting from an increase in the number of directors holds office for the remaining term of the class to which he or she is elected. A director who is elected by the Board to fill a vacancy arising in any other manner holds office for the remaining term of his or her predecessor. Directors elected by the stockholders at an annual meeting to succeed those whose terms expire at the meeting are of the same class as the directors they succeed and are elected for a term to expire at the third Annual Meeting of Stockholders after their election and until their successors are duly elected and qualified. The Company did not receive any valid nominations from stockholders for the 2024 Annual Meeting. In the event of any increase or decrease in the authorized number of directors, the newly created or eliminated directorships must be apportioned by the Board among the three classes to ensure that no one class has more than one director more than any other class, unless otherwise determined by a resolution of the Board. However, since existing directors cannot move across classes, the number of directors continuing in office following the Annual Meeting, as well as the nominees for election at the Annual Meeting, including their ages and positions as of April 22, 2024, are reflected below followed by biographical information for each such director and nominee.

  10. Proposal 1—Election of Directors

    | | The Board recommends that stockholders vote FOR the election of the nominees. |

  11. Nominees for Election as Class II Directors

    Nominees for Election as Class II Directors After recommendation by the Nominating and Corporate Governance Committee, the Board has designated Richard H. Douglas, Ph.D., Margaret G. McGlynn, R. Ph., and David Mott as nominees for election as Class II directors of the Company at the Annual Meeting. If elected, each such nominee will serve until the expiration of their term at the 2027 Annual Meeting of Stockholders and until their successor is elected and qualified. Dr. Douglas, Ms. McGlynn and Mr. Mott have consented to being named in this Proxy Statement and to serve if elected. The Board has no reason to believe that Dr. Douglas, Ms. McGlynn and Mr. Mott will be unable or unwilling to serve if elected. If any nominee becomes unavailable to serve as a director, the persons named in the proxy will vote the proxy for a substitute nominee or nominees as they, in their discretion, shall determine. Information on the nominees follows.

  12. Nominees for Election as Class II Directors

    | NOVAVAX, INC. 2024 PROXY STATEMENT | 9 |

  13. Nominees for Election as Class II Directors

    | AGE 71 INDEPENDENT DIRECTOR SINCE 2010 COMMITTEES •Audit •Compensation •Research & Development | RICHARD H. DOUGLAS, PH.D. | | | | CAREER HIGHLIGHTS Genzyme Corporation •Former Senior Vice President, Corporate Development (1989 to 2011) •Dr. Douglas led Genzyme Corporation’s Corporate Development team, and was involved in numerous acquisitions, licenses, financings, joint ventures, and strategic alliances Integrated Genetics •Dr. Douglas served in science and corporate development capacities (1982 until its merger with Genzyme Corporation in 1989, now Sanofi Genzyme) OTHER PUBLIC COMPANY BOARDS •Alderya Therapeutics (Nasdaq: ALDX) •MaxCyte, Inc. (Nasdaq: MXCT) | OTHER CURRENT DIRECTORSHIPS •University of Michigan Technology Transfer National Advisory Board EDUCATION •Postdoctoral fellow, Dr. Leroy Hood’s laboratory at the California Institute of Technology •Ph.D. in Biochemistry, University of California, Berkeley •Bachelor of Science in Chemistry, University of Michigan KEY SKILLS AND QUALIFICATIONS Dr. Douglas is well-suited to serve on our Board due to his significant business experience and scientific background. |

  14. Nominees for Election as Class II Directors

    | AGE 64 INDEPENDENT DIRECTOR SINCE 2020 COMMITTEES •Audit •Nominating & Corporate Governance •Research & Development | MARGARET G. MCGLYNN, R.Ph. | | | | CAREER HIGHLIGHTS International AIDS Vaccine Initiative •President and Chief Executive Officer, leading extensive partnership efforts to advance the development, global launch and access to a broadly effective HIV vaccine (2011 to 2015) Merck Served in leadership roles of increasing responsibility for more than two decades (1983 to 2009) including: •President, U.S. Hospital and Specialty Products Division •President of Merck Vaccines and Infectious Diseases OTHER PUBLIC COMPANY BOARDS •Amicus Therapeutics (Nasdaq: FOLD) | OTHER CURRENT DIRECTORSHIPS •HCU Network America, a patient advocacy organization; which is focused on the rare genetic disease homocystinuria (HCU) and related disorders •Board Member of University at Buffalo Foundation EDUCATION •Honorary Doctorate, the State University of New York at Buffalo •Master's in Business Administration and Marketing, The State University of New York at Buffalo •Bachelor of Science in Pharmacy, The State University of New York at Buffalo KEY SKILLS AND QUALIFICATIONS Ms. McGlynn is well-suited to serve on our Board due to her extensive experience in the pharmaceutical and vaccine industries. In addition, her experience in for-profit and non-profit vaccine organizations and deep experience in vaccine commercialization and understanding of global public health make Ms. McGlynn an ideal board member. |

  15. Nominees for Election as Class II Directors

    | 10 | ir.novavax.com |

  16. Nominees for Election as Class II Directors

    | AGE 58 INDEPENDENT DIRECTOR SINCE 2020 COMMITTEES •Compensation •Research & Development | DAVID MOTT | | | | CAREER HIGHLIGHTS New Enterprise Associates •General Partner (2008 to 2020) Mott Family Capital •Private investor MedImmune •President and Chief Executive Officer, Vice Chairman (2000 to 2008), during which he led the sale of the company to AstraZeneca in June 2007 for $15.6 billion •Served in various senior roles, including Chief Operating Officer and Chief Financial Officer (1992 to 2000) During the course of his career, Mr. Mott has been involved in more than $40 billion in corporate acquisitions, fundraising, partnerships and other capital formation ventures. He has supported more than 35 initial public offerings or corporate acquisitions, overseen more than a dozen new drugs from development to commercialization, and served on 25 corporate boards. OTHER PUBLIC COMPANY BOARDS •Chairman, Adaptimmune Therapeutics (Nasdaq: ADAP) •Chairman, Ardelyx (Nasdaq: ARDX) •Chairman, Mersana Therapeutics (Nasdaq GS: MRSN) | EDUCATION •Bachelor of Arts, Dartmouth College KEY SKILLS AND QUALIFICATIONS Mr. Mott is well-suited to serve on our Board. His more than three decades of global management, board, and investment experience across numerous private and public biopharmaceutical companies, as well as his extensive experience building, leading, and financing biopharmaceutical companies adds significant value to our Board. The Board believes Mr. Mott’s skill set and experience uniquely position him to contribute significantly as a director. When Mr. Mott joined as a director, the Board understood that Mr. Mott already sat on five public company boards of directors and would be considered “overboarded” by some investors. Mr. Mott indicated that, despite his other commitments he was confident he had capacity to meaningfully contribute on all his boards, and the Board’s experience with Mr. Mott since his appointment in 2020 has validated that judgment. In 2023, Mr. Mott resigned from the Board of Imara Inc. in connection with its merger with Enliven Inc., and he currently sits on three other public company boards of directors. Mr. Mott was willing to contribute the incremental time, and the Board sought Mr. Mott to join the Board, due to the potential for Mr. Mott to assist in the Company’s efforts to help address the substantial health and economic consequences resulting from the COVID pandemic. The other directors have highly valued Mr. Mott’s participation on the Board. |

  17. Nominees for Election as Class II Directors

    | NOVAVAX, INC. 2024 PROXY STATEMENT | 11 |

  18. Nominees for Election as Class II Directors

    Directors Continuing as Class I Directors

  19. Nominees for Election as Class II Directors

    | AGE 57 DIRECTOR SINCE 2023 COMMITTEES •None | | | | | JOHN C. JACOBS | | | | CAREER HIGHLIGHTS Novavax, Inc. •President and Chief Executive Officer (January 2023 to present) Harmony Biosciences Holdings, Inc. •President and Chief Executive Officer and a member of the board of directors (June 2018 to January 2023) •Executive Vice President and Chief Commercial Officer (October 2018 to June 2018) Teva Pharmaceuticals Industries Ltd •Senior Vice President and General Manager of the Respiratory Business Unit (September 2017 to October 2017) •Senior Vice President of Commercial Operations and Innovation of Teva, (September 2016 to September 2017) •Vice President and General Manager of Teva’s Branded Business in Canada (July 2014 to September 2016) | OTHER PUBLIC COMPANY BOARDS •None OTHER CURRENT DIRECTORSHIPS •CiRC Biosciences EDUCATION •M.B.A. from the State University of New York at Binghamton •Bachelor of Science in Business, State University of New York College at Plattsburgh KEY SKILLS AND QUALIFICATIONS Mr. Jacobs is well-suited to serve on our Board due to his leadership experience in the biotechnology industry, having held several leadership position for commercial biotechnology companies. |

  20. Nominees for Election as Class II Directors

    | AGE 58 INDEPENDENT DIRECTOR SINCE 2020 COMMITTEES •Audit | GREGG ALTON, J.D. | | | | CAREER HIGHLIGHTS Gilead Sciences Served in an array of leadership roles across a portfolio of responsibilities for more than 20 years from 1999 to 2019, including: •Interim Chief Executive Officer •Chief Patent Officer, responsible for Gilead's government affairs, public affairs, patient outreach and engagement initiatives, as well as efforts to facilitate access to its medicines globally •Oversight for commercial operations in Europe, Asia, Latin America, and Africa, as well as government affairs, public affairs and global medical affairs •General Counsel and Chief Compliance Officer Cooley LLP •Attorney, specializing in corporate finance transactions for healthcare and information technology companies (1993 to 1996 and 1998 to 1999) | OTHER PUBLIC COMPANY BOARDS •Corcept Therapeutics (Nasdaq: CORT) •Enochian Biosciences (Nasdaq: ENOB) OTHER CURRENT DIRECTORSHIPS •Several non-profit organizations, including Black Women’s Health Imperative, AIDSVu and the Boys and Girls Clubs of Oakland EDUCATION •J.D., Stanford University •Bachelor of Science in Legal Studies, University of California, Berkeley KEY SKILLS AND QUALIFICATIONS Mr. Alton is well-suited to serve on our Board. His extensive industry experience and broad global experience across multiple business areas and his deep insight in infectious disease will contribute to the Board’s understanding of our mission and corporate goals. |

  21. Nominees for Election as Class II Directors

    | 12 | ir.novavax.com |

  22. Nominees for Election as Class II Directors

    | AGE 57 INDEPENDENT DIRECTOR SINCE 2022 COMMITTEES •Audit •Compensation | RICHARD J. RODGERS | | | | CAREER HIGHLIGHTS TESARO, Inc. •Former Co-Founder, Executive Vice President, Chief Financial Officer, Secretary, and Treasurer (2010 to 2013) •Mr. Rodgers guided TESARO, Inc. through and acquisition by GSK for over $5 billion. Integrated Genetics •Chief Financial Officer and Senior Vice President of Abraxis BioScience, Inc. (2009-2010) •Mr. Rodgers guided Abraxis BioScience, Inc. through an acquisition by Celgene for $2.9 billion MGI PHARMA, Inc. •Senior Vice President, Controller and Chief Accounting Officer of MGI PHARMA, Inc. •Helped guide MGI PHARMA, Inc. through an acquisition by Eisai for $3.9 billion | OTHER PUBLIC COMPANY BOARDS •Ardelyx, Inc. (Nasdaq: ARDX) •Ocuphire, Inc. (Nasdaq: OCUP) •Sagimet BioSciences, Inc. (Nasdaq: SGMT) EDUCATION •Bachelor of Science in Financial Accounting, St. Cloud State University •M.B.A., University of Minnesota, Carlson School of Business KEY SKILLS AND QUALIFICATIONS Mr. Rodgers is well-suited to serve on our Board due to his significant business experience in the biopharmaceutical field and his financial expertise. |

  23. Nominees for Election as Class II Directors

    | NOVAVAX, INC. 2024 PROXY STATEMENT | 13 |

  24. Directors Continuing as Class III Directors

    Directors Continuing as Class III Directors

  25. Directors Continuing as Class III Directors

    | AGE 64 INDEPENDENT DIRECTOR SINCE 2018 COMMITTEES •Compensation •Nominating & Corporate Governance | RACHEL K. KING | | | | CAREER HIGHLIGHTS The Biotechnology Innovation Organization •Interim Chief Executive Officer (November 2022 to March 2024) GlycoMimetics, Inc. •Founder and former Chief Executive Officer (2003 to 2021) New Enterprise Associates •Executive in Residence (2001 to 2003) Novartis Corporation •Senior Vice President (1999 to 2001) Genetic Therapy, Inc. •Manager of Laboratory Operations from 1989 to 1993 and Vice President for Product Planning from 1993 to 1996 including early-stage development, initial public offering and acquisition by Novartis; Chief Executive Officer of GTI, a wholly owned subsidiary of Novartis from 1996 to 1998. Ms. King worked previously at ALZA Corporation and Bain and Company | OTHER CURRENT PUBLIC COMPANY BOARDS •GlycoMimetics (Nasdaq: GLYC) OTHER CURRENT DIRECTORSHIPS •Executive Committee of the Biotechnology Innovation Organization •University of Maryland BioPark EDUCATION •M.B.A., Harvard Business School •Bachelor of Arts, Dartmouth College KEY SKILLS AND QUALIFICATIONS Ms. King is well-suited to serve on our Board due to her successful growth and development of businesses and products, her experience as a chief executive officer of a public company, and her significant experience in governance, legal, finance and risk management. |

  26. Directors Continuing as Class III Directors

    | AGE 71 INDEPENDENT DIRECTOR SINCE 2010 CHAIRMAN OF THE BOARD SINCE 2011 COMMITTEES •Nominating & Corporate Governance •Research & Development | JAMES F. YOUNG, Ph.D. | | | | CAREER HIGHLIGHTS Targeted Microwave Solutions, Inc. •Former Chairman of the Board and Chief Executive Officer (2016 to 2018) MedImmune, Inc. •Former President, Research and Development (2000 to 2008) •Executive Vice President, Research and Development (1999 to 2000) •Senior Vice President (1995 to 1999) •Senior Vice President, Research and Development (1989 to 1995) OTHER CURRENT DIRECTORSHIPS •None | EDUCATION •Ph.D. in Microbiology and Immunology, Baylor College of Medicine •Bachelor of Science degrees in General Science and Biology, Villanova University KEY SKILLS AND QUALIFICATIONS Dr. Young is well-suited to serve on our Board due to his years of experience in the fields of molecular genetics, microbiology, immunology, and pharmaceutical development. In addition, Dr. Young brings extensive scientific background and experiences, particularly in the areas of vaccine research and development. |

  27. Directors Continuing as Class III Directors

    | 14 | ir.novavax.com |

  28. Information Regarding the Board and Corporate Governance Matters

    Information Regarding the Board and Corporate Governance Matters On March 14, 2024, the Board determined, upon the recommendation by the Nominating and Corporate Governance Committee, that all of the members of the Board are “independent” directors as defined in the Nasdaq listing standards, except Mr. Jacobs. Mr. Jacobs is currently the President and Chief Executive Officer of the Company. During 2023, the Board met seven times and acted by written consent in lieu of a meeting five times, and the non-employee directors met four times in executive session during the same period. Each of our incumbent directors attended at least 75% of the aggregate of the total number of meetings of the Board they were eligible to attend, as well as the total number of meetings held by all committees on which they served. Recognizing that director attendance at the Company’s Annual Meeting of Stockholders provides stockholders with an opportunity to communicate with members of the Board, the Company strongly encourages (but does not require) members of the Board to attend such meetings. All of the then-current Board members attended the 2023 Annual Meeting of Stockholders.

  29. Compensation of Directors

    Compensation of Directors Compensation paid to our non-employee directors is comprised of two components: (i) cash compensation and (ii) equity awards. Neither Stanley C. Erck nor Mr. Jacobs received compensation for his service on the Board during the fiscal year ending December 31, 2023. The Compensation Committee, working with its independent compensation consultant, conducts analyses of our director compensation program and makes recommendations to the Board about the non-employee director compensation program. The Board then approves any changes to the program, as well as the approach to equity compensation for that year. Novavax’s annual non-employee director compensation is generally structured to deliver competitive compensation relative to the peer group used for executive compensation setting purposes.

  30. Compensation of Directors

    | 28 | ir.novavax.com |

  31. CASH COMPENSATION

    | In December 2023, we updated our non-employee director compensation policy to provide that, by December 31 of each year, a non-employee director may elect to receive Common Stock in lieu of 50% or 100% of his or her annual cash fee for the following year. If a non-employee director elects to receive Common Stock in lieu of his or her annual cash fee, such shares of Common Stock will be granted quarterly in arrears on the last day of each calendar quarter of the applicable year, with (i) the number of shares of Common Stock determined based on the 10-day average closing price of the shares of Common Stock, determined as of the last day of the applicable quarter (i.e., the 10 trading days immediately preceding such last day of the applicable quarter), rounded down to the nearest whole share, and (ii) any fractional share amount paid to the non-employee director in cash. Directors do not receive compensation for attending meetings. Directors are reimbursed for reasonable costs and expenses incurred in connection with attending any Board or committee meetings or any other Company related business activities. |

  32. DIRECTOR COMPENSATION TABLE

    DIRECTOR COMPENSATION TABLE The Company does not pay employee directors additional compensation for service on the Board. The following table sets forth information concerning the compensation paid by the Company to each individual who served as a non-employee director at any time during fiscal year 2023:

  33. DIRECTOR COMPENSATION TABLE

    | Name | Fees Earned or Paid in Cash(1) ($) | Option Awards(2) ($) | Stock Awards ($)(3) | Total ($) | | Gregg H. Alton, J.D. | 70,250 | 53,140 | 51,893 | 175,283 | | Richard H. Douglas, Ph.D.(4) | 84,500 | 53,140 | 51,893 | 189,533 | | Rachel K. King (5) | 69,516 | 53,140 | 51,893 | 174,549 | | Margaret G. McGlynn, R. Ph. (6) | 79,984 | 53,140 | 51,893 | 185,017 | | David Mott | 82,500 | 53,140 | 51,893 | 187,533 | | Richard J. Rodgers | 86,750 | 53,140 | 51,893 | 191,783 | | James F. Young, Ph.D. | 117,500 | 53,140 | 51,893 | 222,533 |

  34. DIRECTOR COMPENSATION TABLE

    (1) Represents fees earned in 2023. (2) Represents options granted in 2023 in respect of 2023 service on the Board. The grant date fair value was calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) Topic 718. Assumptions used in the calculation of this amount are included in Note 12 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 28, 2024. As of December 31, 2023, the aggregate number of stock options held by each non-employee director is as follows:

  35. DIRECTOR COMPENSATION TABLE

    | Mr. Alton | 21,310 | | Dr. Douglas | 56,510 | | Ms. King | 46,510 | | Ms. McGlynn | 21,310 |

  36. DIRECTOR COMPENSATION TABLE

    | Mr. Mott | 26,010 | | Mr. Rodgers | 24,805 | | Dr. Young | 56,140 |

  37. DIRECTOR COMPENSATION TABLE

    (3) Represents restricted stock units granted in 2023 in respect of 2023 service on the Board. The grant date fair value was calculated by multiplying the number of RSUs subject to the award by the closing price of a share of Common Stock on the date of grant (or, if no closing price was reported on that date, the closing price on the immediately preceding date on which a closing price was reported), in accordance with FASB ASC Topic 718. As of December 31, 2023, the aggregate number of restricted stock units held by each non-employee director is as follows:

  38. DIRECTOR COMPENSATION TABLE

    | Mr. Alton | 6,670 | | Dr. Douglas | 6,670 | | Ms. King | 6,670 | | Ms. McGlynn | 6,670 |

  39. DIRECTOR COMPENSATION TABLE

    | Mr. Mott | 6,670 | | Mr. Rodgers | 14,270 | | Dr. Young | 6,670 |

  40. DIRECTOR COMPENSATION TABLE

    (4) Dr. Douglas’ fees in respect of 2023 were deferred in accordance with the Director Deferred Fee Policy, described above. (5) Ms. King was mistakenly paid $484 in 2022, which amount was deducted from her first fee payment in 2023 to remedy this error. (6) Ms. McGlynn should have received an additional $484 in 2022 in respect of her service on the Research and Development Committee beginning December 8, 2022. This amount was added to her first fee payment in 2023 to remedy this error.

  41. DIRECTOR COMPENSATION TABLE

    | NOVAVAX, INC. 2024 PROXY STATEMENT | 31 |

  42. OBJECTIVES OF THE EXECUTIVE COMPENSATION PROGRAM

    performance was achieved at a level of 125%, 100%, and 50% of target, respectively. Each executive’s bonus payout was different in 2023, which reflects each executive’s individual performance and contributions and areas of oversight. Mr. Jacobs’ 2023 annual bonus was based 100% on achievement of the 2023 Objectives, as described below. Mr. Casey was not eligible for a 2023 annual bonus due to his commencement of employment in December 2023.

  43. OBJECTIVES OF THE EXECUTIVE COMPENSATION PROGRAM

    The Compensation Committee believes that Novavax’ long-term success depends upon aligning executives’ and stockholders’ interests. To support this objective, Novavax provides executive officers with the opportunity to receive equity grants in various forms. We consider grants of stock options to align the interests of our executives with our stockholders’ interests because value is created in such grants only when the value of Common Stock appreciates after the grant. We also view RSUs granted to our executive officers as important incentives, designed to encourage retention and stock ownership. For a discussion of equity grants made to our NEOs, see “Equity Awards” below.

  44. OVERSIGHT AND OPERATION OF THE EXECUTIVE COMPENSATION PROGRAM

    | Independent Compensation Consultant |

  45. PROCESS FOR SETTING EXECUTIVE COMPENSATION

    | Use of Market Data |

  46. PROCESS FOR SETTING EXECUTIVE COMPENSATION

    When determining overall compensation for 2023, the Compensation Committee reviewed an analysis, provided by Pearl Meyer, based on relevant market data from a combination of life sciences industry compensation survey data and compensation information from an individual set of comparable publicly traded companies (the “Peer Group”), collectively referred to as “Comparative Market Data.” The Compensation Committee selected the companies in the Peer Group with the assistance of Pearl Meyer based on factors including, but not limited to, the following: •industry sector •stage of development •market capitalization •business focus •employee headcount The Peer Group utilized in 2023 consists of the following 17 companies:

  47. PROCESS FOR SETTING EXECUTIVE COMPENSATION

    In addition to the Peer Group, Pearl Meyer provided industry and size-appropriate compensation survey data for Named Executive Officer positions where an adequate peer group sample was not available. For 2023, Pearl Meyer benchmarked each executive officer’s current compensation against the 50th percentile of the Comparative Market Data. The Compensation Committee determined that this benchmarking was

  48. 2023 PERFORMANCE AND OUTCOMES

    | 2023 Objectives | Weight | | Achievement | Actual Percent | Explanation | | | Deliver 2023 Company Revenue | 25% | | Partially Met Objective | 3% | | Partially met $1.25B revenue goal from all other sales | | | | | | | | Failed to meet Revenue Guidance provided in Q1 2023 earnings | | Deliver Nuvaxovid | 25% | | Partially Met Objective | 17% | | Mono or Bi Valent (as recommended by FDA) met | | | | | | | | Material initial quantities delivered September/October 2023 consistent with market demand; remaining quantities during Q4 2023 | | | | | | | | Single dose (US). 5DV for other markets | | | | | | | | U.S. BLA not filed by July 2023 | | Rationalize and Prioritize Corporate Portfolio | 20% | | Partially Met Objective | 10% | | Completed prioritization to streamline priorities and focus investment and energy on a more limited range of assets in 2023 with primary focus on Nuvaxoid and Covid19-Influenza Combination | | | | | | | | Failed to sign at least one deal of material value for a partnership, out-license our technology (including Matrix-M), unique pipeline assets, co-promotion | | Improve Financial Strength | 20% | | Objective not Met | —% | | Failed to ensure at least 18 months operating cash at year end and/or a facility to achieve same | | Evolve Structure and Culture | 10% | | Met Objective | 10% | | Met goal to retain talent at or above industry benchmarks | | | | | | | | Evolved our corporate culture, processes, and organizational norms | | | | | | | | Launched an Environmental, Social and Governance (ESG) program that meets or exceeds industry benchmarks | | | | | | | | Demonstrated employee understanding of 2023 Objectives and new long-term vision for growth and success, including fiscal efficiency and prudence | | Total | 100% | | | 40% | | |

  49. ELEMENTS OF COMPENSATION

    | Incentive Cash Bonus Program |

  50. ELEMENTS OF COMPENSATION

    The 2023 incentive cash bonus program was designed to motivate and reward executive officers for the achievement of specific corporate objectives. The purpose of the incentive cash bonus program is to align company, departmental, and individual goals throughout the Company and to provide an incentive that further ties compensation to individual contribution and teamwork. A target bonus for each Named Executive Officer is set as a percentage of the executive officer’s base salary, with such percentages based on market data, although the ultimate amount of any bonus payout is at the discretion of the Compensation Committee and based on the level of achievement of applicable bonus plan objectives. Mr. Erck was not eligible for a bonus for 2023 due to his retirement and Mr. Casey was not eligible for a bonus for 2023 due to his commencement of employment in December 2023. As described above, for 2023, the Board set five corporate objectives (“2023 Objectives”): Deliver Nuvaxovid (25%), Deliver 2023 Company Revenue (25%), Rationalize and Prioritize Corporate Portfolio (20%), Improve Company’s Financial Strength (20%), and Evolve Company Structure and Culture (10%). During the first quarter of 2024, the Compensation Committee reviewed the Company’s performance related to the 2023 Objectives. As described above under “2023 Performance and Outcomes,” the overall achievement of the 2023 Objectives was 40%. In addition to its assessment of corporate performance against the pre-established 2023 Objectives, the Compensation Committee also considered additional significant Company achievements in 2023 and used its discretion to modify the payout of 2023 annual bonuses based on achievement of corporate performance at 45%. These additional achievements considered by the Compensation Committee to discretionally increase the 2023 bonus payouts included: •Progress toward the management and reduction of external uncertainties and financial liabilities. •Execution of an organization redesign and cost reduction project. •Advancements made with the implantation of a long-term strategy and planning process. •Improvements in process to engage with governments, regulators and advisory groups. •Progress toward increasing Novavax brand recognition. For each of our currently employed NEOs (except for Mr. Jacobs, whose 2023 annual bonus was based 100% on achievement of the 2023 Objectives and additional significant corporate achievements outlined above and Mr. Casey, who was not eligible for a bonus for 2023 due to his commencement of employment in December 2023), the Compensation Committee reviewed each such NEO’s individual performance against the NEO’s applicable individual performance objectives as outlined below:

  51. ELEMENTS OF COMPENSATION

    | Executive(1) | Bonus Target as Percentage of Base Salary | Incentive Cash Bonus Award Received ($)(4)(5) | Actual Bonus as a Percentage of Target Bonus | | John C. Jacobs | 75% | 267,750(2) | 45.0% | | James P. Kelly | 50% | 187,975 | 73.0% | | Filip Dubovsky, M.D. | 50% | 186,368 (3) | 56.5% | | John J. Trizzino | 50% | 131,100 (3) | 50.0% | | Mark J. Casey | 50% | — | —% |

  52. ELEMENTS OF COMPENSATION

    (1) Mr. Erck is not included in this table because he retired effective January 23, 2023 and therefore was not eligible for a 2023 annual bonus. Mr. Casey was not eligible for a bonus for 2023 due to his December 2023 hire date. (2) Due to administrative error, Mr. Jacobs’ 2023 bonus was calculated against a target of 85% of base salary instead of his actual target of 75% resulting in an overpayment of $31,500. Mr. Jacobs agreed to reimburse the Company for the overpayment. (3) The 2023 bonus payouts for Dr. Dubovsky and Mr. Trizzino were determined on a prorated basis to account for the increases to such NEOs’ base salaries during the year. (4) Mr. Jacobs’ bonus payout was based 100% on corporate performance. Mr. Kelly’s bonus payout was based 65% on corporate performance and 35% on individual performance. Each of Dr. Dubovsky’s and Mr. Trizzino’s bonus payout was based 80% on corporate performance and 20% on individual performance. (5) Based on the CEO’s assessment of, and the Compensation Committee’s review of, individual performance, the Compensation Committee determined that each of Mr. Kelly, Dr. Dubovsky and Mr. Trizzino achieved his applicable individual performance metrics at 125%, 100% and 50%, respectively, of target.

  53. ELEMENTS OF COMPENSATION

    | Retention Bonuses |

  54. ELEMENTS OF COMPENSATION

    | Equity Awards |

  55. ELEMENTS OF COMPENSATION

    Equity awards are a fundamental incentive component in the Company’s executive compensation program because they emphasize long-term performance, as measured by creation of stockholder value, and foster a commonality of interest between stockholders and executives. In addition, they are crucial to a competitive compensation program for executive officers because they act as a powerful retention tool. With the Company’s ongoing global rollout of Nuvaxovid, the Compensation Committee believes that equity awards create appropriate incentives for rewarding our executives for increases in stock performance as a result of our efforts towards improved global health, and align the executives’ interests with those of our stockholders. In the case of stock options, the executive officers are further motivated by the potential appreciation in stock price above the exercise price of the stock options. To encourage continued employment, equity grants to executive officers, other than retention and performance-vesting grants, typically require the executive to remain in continued service with the Company for three or four years before the award is fully vested. In addition, the Compensation Committee may grant equity awards that vest as the Company achieves certain performance milestones. The Compensation Committee believes it is important to tie the long-term benefit potentially realizable by the executive to a long-term commitment with Novavax. Annual equity grants are awarded to executive officers at the discretion of the Board upon a recommendation by the Compensation Committee or at the discretion of the Compensation Committee pursuant to the authority delegated to it by the Board. In making its recommendations or determinations, the Compensation Committee considers Company performance, market data provided to the Compensation Committee by Pearl Meyer, and

  56. ELEMENTS OF COMPENSATION

    the individual’s scope of responsibility and performance. After reviewing guidance from Pearl Meyer based on its analysis of competitive data, annual equity awards were awarded to all eligible employees, including Mr. Kelly, Dr. Dubovsky, and Mr. Trizzino, in March 2023. Dr. Dubovsky also received an additional equity award in connection with his promotion in 2023, and Mr. Kelly received an additional equity award for retention purposes in 2023, in each case, as described in more detail below under “2023 New Hire, Promotion and Retention Equity Grants.” Messrs. Jacobs and Casey did not receive annual equity awards in 2023, but instead received new hire equity awards in connection with their appointments in 2023, as described in more detail below under “2023 New Hire, Promotion and Retention Equity Grants.” Mr. Erck did not receive any equity awards in 2023.

  57. ELEMENTS OF COMPENSATION

    | Annual Stock Option Awards |

  58. ELEMENTS OF COMPENSATION

    In March 2023, the Compensation Committee awarded an option to purchase shares of Common Stock to each of Mr. Kelly, Dr. Dubovsky, and Mr. Trizzino. Each stock option vests as to 25% of the shares underlying the option on the first anniversary of the grant date and as to the remaining 75% of the shares in equal monthly installments over a three-year period, generally subject to continued service with the Company through the applicable vesting date. The following table sets forth the number of shares underlying the time-vesting stock option granted to each of Mr. Kelly, Dr. Dubovsky, and Mr. Trizzino in 2023:

  59. ELEMENTS OF COMPENSATION

    | Executive | Time-Vesting Stock Options | | James P. Kelly | 42,350 | | Filip Dubovsky, M.D. | 67,380 | | John J. Trizzino | 100,100 |

  60. 2023 New Hire, Promotion and Retention Equity Grants

    2023 New Hire, Promotion and Retention Equity Grants In connection with his appointment, on January 23, 2023, Mr. Jacobs was granted an option to purchase 290,700 shares of our Common Stock, which vests as to 25% of the underlying shares on the first anniversary of the grant date and as to the remaining 75% of the underlying shares in equal monthly installments thereafter over the following three years, in each case generally subject to Mr. Jacobs’ continued service through the applicable vesting date. On January 23, 2023, Mr. Jacobs was also granted 249,590 RSUs, which vested as to one-third of the RSUs on January 23, 2024 and will vest as to one-third of the RSUs on each of January 23, 2025 and January 23, 2026, in each case generally subject to Mr. Jacobs’ continued service through the applicable vesting date. In connection with his promotion, on March 27, 2023, Dr. Dubovsky was granted an option to purchase 50,000 shares of our Common Stock, which vests as to 25% of the underlying shares on the first anniversary of the grant date and as to the remaining 75% of the underlying shares in equal monthly installments thereafter over the following three years, in each case generally subject to Dr. Dubovsky’s continued service through the applicable vesting date. In recognition of his contributions to the Company and for retention purposes, on September 12, 2023, Mr. Kelly was granted 35,000 RSUs, which vest as to 100% of the RSUs on December 31, 2024, generally subject to Mr. Kelly’s continued service through the vesting date. In connection with his appointment, on December 11, 2023, Mr. Casey was granted an option to purchase 144,694 shares of our Common Stock, which vests as to 25% of the underlying shares on the first anniversary of the grant date and as to the remaining 75% of the underlying shares in equal monthly installments thereafter over the following three years, in each case generally subject to Mr. Casey’s continued service through the applicable vesting date. On December 11, 2023, Mr. Casey was also granted 125,698 RSUs, which will vest as to one-third of the RSUs on each of the first three anniversaries of the grant date, in each case generally subject to Mr. Casey’s continued service through the applicable vesting date.

  61. 2023 New Hire, Promotion and Retention Equity Grants

    | 48 | ir.novavax.com |

  62. 2023 New Hire, Promotion and Retention Equity Grants

    | Annual Restricted Stock Unit Awards |

  63. 2023 New Hire, Promotion and Retention Equity Grants

    In March 2023, the Compensation Committee awarded time-vesting RSUs to each of Mr. Kelly, Dr. Dubovsky, and Mr. Trizzino. Such time-vested RSUs vest in three equal annual installments on the first three anniversaries of the date of grant, in each case generally subject to continued service with the Company through the applicable vesting date. The following table sets forth the RSUs granted to each of Mr. Kelly, Dr. Dubovsky, and Mr. Trizzino:

  64. 2023 New Hire, Promotion and Retention Equity Grants

    | Executive | Time-Vesting Restricted Stock Units | | James P. Kelly | 36,670 | | Filip Dubovsky, M.D. | 58,330 | | John J. Trizzino | 86,670 |

  65. 2023 New Hire, Promotion and Retention Equity Grants

    | Clawback Policy |

  66. 2023 New Hire, Promotion and Retention Equity Grants

    In June 2023, we adopted our Second Amended and Restated Recoupment Policy (the “Clawback Policy”) in compliance with the requirements of the Dodd-Frank Act, final SEC rules and applicable Nasdaq listing standards, which covers our current and former executive officers. If the Company is required to prepare an accounting restatement due to material errors or non-compliance with financial reporting requirements under applicable securities laws, covered incentive-based compensation paid or awarded to covered executives will be subject to reduction and/or repayment if the amount of such compensation was calculated based on the achievement of financial results that were the subject of the restatement and the amount of such compensation that would have been received by the covered executives had the financial results been properly reported would have been lower than the amount actually awarded.

  67. 2023 New Hire, Promotion and Retention Equity Grants

    | Stock Ownership Guidelines |

  68. 2023 New Hire, Promotion and Retention Equity Grants

    In June 2021, the Board adopted the Stock Ownership Guidelines for our executive team and Board. The Stock Ownership Guidelines require that by the fifth anniversary of the guideline’s effective date (i.e., June 17, 2026) or the fifth anniversary of an individual becoming subject to the guidelines (whichever is later), that individual is required to hold a number of shares of Common Stock equivalent in value to a multiple of the individual’s salary or, in the case of directors, their annual cash retainer, as follows:

  69. 2023 New Hire, Promotion and Retention Equity Grants

    | CEO | Executive Vice President and above | Non-Employee Directors | | | | |

  70. 2023 New Hire, Promotion and Retention Equity Grants

    The Stock Ownership Guidelines provide that the following shares or share equivalents count towards satisfaction of the guidelines: •shares owned outright by the executive or director or a member of his or her immediate family residing in the same household, •shares held in trust for the benefit of the executive or director or a member of his or her immediate family residing in the same household, •shares or share equivalents held in any Company employee stock purchase plan, 401(k) plan or deferred compensation retirement plan, and •unvested restricted stock units.

  71. 2023 New Hire, Promotion and Retention Equity Grants

    | NOVAVAX, INC. 2024 PROXY STATEMENT | 49 |

  72. 2023 New Hire, Promotion and Retention Equity Grants

    Other unvested equity awards, vested and unexercised stock options and unearned performance-based equity awards do not count toward satisfaction of the guidelines. Until the required ownership level is reached, covered executives and non-employee directors are required to retain at least 50% of the shares, net of applicable tax withholding and the payment of any exercise or purchase price (if applicable), received upon the vesting or settlement of equity awards or the exercise of stock options or stock appreciation rights. Once the requisite level has been achieved, ownership of the guideline amount must be maintained for as long as the individual is subject to the Stock Ownership Guidelines. As of December 31, 2023, all of the covered executives and non-employee directors were in compliance with, or within the five-year grace period under, the Stock Ownership Guidelines.

  73. EMPLOYMENT AGREEMENTS AND SEVERANCE BENEFITS

    EMPLOYMENT AGREEMENTS AND SEVERANCE BENEFITS As of December 31, 2023, the Company had employment agreements in place with all of the currently employed NEOs. The employment agreements provide for certain payments if the NEO is terminated by the Company without cause or leaves for good reason. The terms of these agreements are described in greater detail in the section titled “Overview of Employment and Change in Control Agreements.” All of the currently employed NEOs are “at will” employees. The Company has established an Amended and Restated Change in Control Severance Benefit Plan (the “Severance Plan”), which provides for severance payments to participating employees if the participant’s employment is terminated in connection with a change in control. This plan is described in greater detail in the section titled “Overview of Employment and Change in Control Agreements.” The Compensation Committee believes it is important to provide such employees with an incentive to remain with the Company amid the uncertainty that often accompanies efforts to consummate a corporate sale or similar transaction that may enhance stockholder value. All of the currently employed NEOs participate in the Severance Plan.

  74. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table sets forth information concerning the compensation of our NEOs for the fiscal years ended December 31, 2023, 2022, and 2021, as applicable.

  75. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary(1) ($) | Bonus(2) ($) | Stock Awards(3) ($) | Option Awards(4) ($) | Non-Equity Incentive Plan Compensation(5) ($) | All Other Compensation(6) ($) | Total ($) | | John C. Jacobs President and CEO(7) | 2023 | 662,868 | 250,000 | 2,975,113 | 2,996,245 | 267,750 | 149,033 | 7,301,009 | | Stanley C. Erck(8) | 2023 | 50,897 | — | — | 3,191,787 | — | 584,799 | 3,827,483 | | Former President and CEO | 2022 | 749,750 | — | 3,225,433 | 4,085,533 | 305,898 | 34,669 | 8,401,283 | | | 2021 | 709,250 | — | — | — | 397,180 | 11,600 | 1,118,030 | | James P. Kelly | 2023 | 515,000 | — | 532,440 | 255,218 | 187,975 | 13,200 | 1,503,833 | | EVP, Chief Financial Officer and Treasurer | 2022 | 508,750 | — | 1,075,170 | 1,361,844 | 123,372 | 12,200 | 3,081,336 | | | 2021 | 183,750 | 100,000 | 1,628,101 | 2,942,604 | 68,217 | 3,267 | 4,925,939 | | Filip Dubovsky, M.D. | 2023 | 659,200 | — | 406,560 | 669,064 | 186,368 | 13,200 | 1,934,392 | | President, Research & Development | | — | — | — | — | — | — | | | John J. Trizzino | 2023 | 526,250 | — | 604,090 | 603,243 | 131,100 | 13,200 | 1,877,883 | | President and Chief Operating Officer | 2022 | 506,250 | — | 1,075,170 | 1,361,844 | 122,766 | 12,200 | 3,078,230 | | | 2021 | 456,250 | — | 427,329 | — | 169,383 | 11,217 | 1,064,179 | | Mark J. Casey(9) EVP, Chief Legal Officer and Corporate Secretary | 2023 | 36,137 | 94,000 | 700,138 | 697,092 | — | 7,220 | 1,534,587 |

  76. SUMMARY COMPENSATION TABLE

    (1)Includes amounts earned, but deferred at the election of the NEO, such as salary deferrals under the Company’s 401(k) plan. (2)The amount reported in this column for 2023 for Mr. Jacobs represents a make-whole payment of $250,000 to compensate him for an amount forfeited when he left his prior employer to join the Company. The amount reported in this column for 2023 for Mr. Casey represents a make-whole payment of $94,000 to compensate him for an amount that he forfeited when he left his prior employer to join the Company. For more information, see below under “Overview of Employment and Change in Control Agreements – Employment Agreements; Consulting Agreement.” (3)The amounts reported in this column represent the grant date fair value of time-vesting RSUs granted to our NEOs in 2023, 2022, and 2021, as applicable. The grant date fair value was calculated by multiplying the number of RSUs subject to the award by the closing price of a share of Common Stock on the date of grant (or, if no closing price was reported on that date, the closing price on the immediately preceding date on which a closing price was reported), in accordance with FASB ASC Topic 718. (4)The amounts reported in this column represent the grant date fair value of time-vesting stock options granted in 2023, 2022 and 2021, as applicable, calculated in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 12 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 28, 2024. The amount reported for Mr. Erck for 2023 represents the incremental fair value, as computed under FASB ASC Topic 718, related to adjustments to his option awards made in connection with his retirement as described in more detail below under ““Overview of Employment and Change in Control Agreements – Employment Agreements; Consulting Agreement.” (5)The amounts reported in this column represent annual performance bonuses awarded in 2023, 2022, and 2021, as applicable, under the Company’s incentive cash bonus program. For a description of the 2023 incentive cash bonus program, see page 46 in the CD&A. (6)For 2023, All Other Compensation consisted of (i) employer matching contributions to the Company’s 401(k) plan for Mr. Jacobs ($13,200), Mr. Erck ($3,634), Mr. Kelly ($13,200), Dr. Dubovsky ($13,200), Mr. Trizzino ($13,200), and Mr. Casey ($917); (ii) housing and travel allowance provided to Mr. Jacobs ($95,833); (iii) legal fee reimbursements provided to Mr. Jacobs ($40,000) and Mr. Erck ($7,418); (iv) commuting allowance provided to Mr. Casey ($6,303, including $2,305 to reimburse Mr. Casey for personal income taxes associated with the commuting

  77. SUMMARY COMPENSATION TABLE

    | 52 | ir.novavax.com |

  78. SUMMARY COMPENSATION TABLE

    allowance); (v) consulting fees for services provided by Mr. Erck following his retirement ($432,258); and (vi) accrued but unused paid time off payable on retirement to Mr. Erck ($141,489). (7)As discussed in the CD&A under “Executive Transitions”, Mr. Jacobs was appointed to his position as our President and Chief Executive Officer effective January 23, 2023. (8)As discussed in the CD&A under “Executive Transitions”, effective January 23, 2023, Mr. Erck retired from his position as our President and Chief Executive Officer. Mr. Erck is currently party to a consulting agreement with us, pursuant to which he will provide consulting services to the Company until April 30, 2024. (9)As discussed in the CD&A under “Executive Transitions”, Mr. Casey was appointed to his position as our Executive Vice President, Chief Legal Officer and Corporate Secretary effective December 11, 2023.

  79. GRANTS OF PLAN-BASED AWARDS TABLE

    GRANTS OF PLAN-BASED AWARDS TABLE The following table sets forth information with respect to incentive equity awards and other plan-based awards granted to our NEOs during the fiscal year ended December 31, 2023:

  80. GRANTS OF PLAN-BASED AWARDS TABLE

    | Name | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | Grant Date | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | All Other Option Awards: Number of Securities Underlying Options (#)(3) | Exercise or Base Price of Option Awards(4) ($/Sh) | Grant Date Fair Value of Stock and Option Awards(5) ($) | | | Target ($) | Maximum ($) | | | | | | | John C. Jacobs | 525,000 | 787,500 | — | — | — | — | — | | | — | — | 1/23/2023 | — | 290,700 | 11.92 | 2,996,245 | | | — | — | 1/23/2023 | 249,590 | — | — | 2,975,113 | | Stanley C. Erck (6) | — | — | 1/23/2023 | — | — | — | 3,191,787 | | James P. Kelly | 257,500 | 386,250 | — | — | — | — | — | | | — | — | 3/7/2023 | — | 42,350 | 6.97 | 255,218 | | | — | — | 3/7/2023 | 36,670 | — | — | 255,590 | | | — | — | 9/12/2023 | 35,000 | — | — | 276,850 | | Filip Dubovsky, M.D. | 329,600 | 494,400 | — | — | — | — | — | | | — | — | 3/7/2023 | — | 67,380 | 6.97 | 406,059 | | | — | — | 3/7/2023 | 58,330 | — | — | 406,560 | | | — | — | 3/27/2023 | — | 50,000 | 6.09 | 263,005 | | John J. Trizzino | 263,125 | 394,688 | — | — | — | — | — | | | — | — | 3/7/2023 | — | 100,100 | 6.97 | 603,243 | | | — | — | 3/7/2023 | 86,670 | — | — | 604,090 | | Mark J. Casey | | | | | | | | | | — | — | 12/11/2023 | — | 144,694 | 5.57 | 697,092 | | | — | — | 12/11/2023 | 125,698 | — | — | 700,138 |

  81. GRANTS OF PLAN-BASED AWARDS TABLE

    (1)The target cash bonus amount for fiscal 2023 was based on achievement of 100% of the 2023 Objectives (and, if applicable, 100% of individual performance objectives) and the individual’s earned base salary for 2023 and represented 85% of Mr. Jacobs’ base salary, and 50% of each of Messrs. Kelly and Trizzino’s and Dr. Dubovsky’s base salary. The maximum cash bonus amount for fiscal 2023 was capped at achievement of 150% of target. The target and maximum amounts reported in the table for Dr. Dubovsky and Mr. Trizzino were calculated on a blended basis to account for the increase to such NEO’s base salary during the year. Mr. Casey was not eligible for a cash bonus in 2023 due to his commencement of employment in December 2023. (2)Represents time-vesting RSUs granted under the 2015 Stock Plan or the Inducement Plan that vest in three equal annual installments on the first three anniversaries of the grant date, with the exception of the September 12, 2023 award for Mr. Kelly which will vest as to 100% of the RSUs on December 31, 2024. In each case, vesting is generally subject to the NEO’s continued service with the Company through the applicable vesting date. (3)Represents time-vesting stock options granted under the 2015 Stock Plan or the Inducement Plan. These stock options have a ten-year term and vest as to 25% of the shares underlying the option on the first anniversary of the grant date and as to the remaining 75% of the shares in equal monthly installments thereafter over a three-year

  82. GRANTS OF PLAN-BASED AWARDS TABLE

    | NOVAVAX, INC. 2024 PROXY STATEMENT | 53 |

  83. GRANTS OF PLAN-BASED AWARDS TABLE

    period, in each case generally subject to the NEO’s continued service with the Company through the applicable vesting date. (4)The stock options granted to the NEOs have an exercise price equal to the closing price of a share of Common Stock as reported on Nasdaq on the date of grant (or, if no closing price is reported on that date, the closing price on the immediately preceding date on which a closing price was reported). (5)With respect to stock options and RSUs granted to each of our NEOs (except for Mr. Erck), reflects the grant date fair value of each RSU and option award, calculated in accordance with FASB ASC Topic 718. Assumptions used in the calculation of this amount for options are included in Note 12 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 28, 2024. The grant date fair value of the RSU awards was determined by multiplying the number of RSUs subject to the award by the closing price of a share of Common Stock on the date of grant (or, if no closing price was reported on that date, the closing price on the immediately preceding date on which a closing price was reported). For Mr. Erck, reflects the incremental fair value, calculated in accordance with FASB ASC Topic 718, associated with the modifications to his stock options in connection with his retirement. (6)Mr. Erck did not receive any incentive equity awards or other plan-based awards in 2023. The information reported in this table for Mr. Erck reflects the incremental fair value associated with adjustments made to his outstanding stock options on January 23, 2023 in connection with his retirement, as described in footnote (5) above.

  84. GRANTS OF PLAN-BASED AWARDS TABLE

    | Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table |

  85. GRANTS OF PLAN-BASED AWARDS TABLE

    During 2023, each of the currently employed NEOs was party to an employment agreement that provides for a base salary and other benefits. The currently employed NEOs were eligible to participate in the 2015 Stock Plan and the ESPP, and our benefit plans and programs during 2023. Each of the currently employed NEO’s annual cash bonus opportunity was established and determined pursuant to the 2023 Objectives, as more fully described in the CD&A above. During 2023, each currently employed NEO was granted equity awards of stock options and RSUs that are eligible to vest based on continued service. The severance arrangements with the NEOs and the effect of a change in control on their outstanding equity awards are described below under “Overview of Employment and Change in Control Agreements.” The consulting agreement with Mr. Erck that we entered into with him at the time of his retirement is described below under “Overview of Employment and Change in Control Agreements.”

  86. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END

    OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END The following table sets forth certain information with respect to the value of all outstanding equity awards held by the NEOs as of December 31, 2023:

  87. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END

    | 54 | ir.novavax.com |

  88. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END

    | | | Option Awards(1) | | | | Stock Awards(2) | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($)(3) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(4) | | John C. | 1/23/2023 | — | 290,700 | 11.92 | 1/23/2033 | — | — | | Jacobs | 1/23/2023 | — | — | — | — | 249,590 | 1,198,032 | | Stanley C. | 3/5/2015 | 44,999 | — | 178.80 | 3/5/2025(5) | — | — | | Erck | 3/15/2016 | 44,999 | — | 99.80 | 3/15/2026 | — | — | | | 12/15/2017 | 36,499 | — | 27.60 | 12/15/2027 | — | — | | | 12/13/2018 | 98,499 | — | 46.00 | 12/13/2028 | — | — | | | 9/26/2019 | 75,000 | — | 5.95 | 9/26/2029 | — | — | | | 9/26/2019 | 75,000 | — | 5.95 | 9/26/2029 | — | — | | | 4/17/2020 | 400,000 | — | 19.08 | 4/17/2030(6) | — | — | | | 12/14/2020 | 31,274 | 10,426 | 129.70 | 12/14/2030 | — | — | | | 3/10/2022 | 27,217 | 34,994 | 77.77 | 3/10/2032 | — | — | | | 3/10/2022 | — | — | — | — | 27,649 | 132,715 | | James P. | 8/16/2021 | 8,283 | 5,917 | 229.31 | 8/16/2031 | — | — | | Kelly | 8/16/2021 | — | — | — | — | 2,367 | 11,362 | | | 3/10/2022 | 9,072 | 11,665 | 77.77 | 3/10/2032 | — | — | | | 3/10/2022 | — | — | — | — | 9,216 | 44,237 | | | 3/7/2023 | — | 42,350 | 6.97 | 3/7/2033 | — | — | | | 3/7/2023 | — | — | — | — | 36,670 | 176,016 | | | 9/12/2023 | — | — | — | — | 35,000(7) | 168,000 | | Filip | 6/16/2020 | 15,000 | — | 52.15 | 6/16/2030(8) | — | — | | Dubovsky, M.D. | 12/14/2020 | 8,499 | 4,251 | 129.70 | 12/14/2030 | — | — | | | 3/10/2022 | 10,584 | 13,609 | 77.77 | 3/10/2032 | — | — | | | 3/10/2022 | — | — | — | — | 10,752 | 51,610 | | | 3/7/2023 | — | 67,380 | 6.97 | 3/7/2033 | — | — | | | 3/7/2023 | — | — | — | — | 58,330 | 279,984 | | | 3/27/2023 | — | 50,000 | 6.09 | 3/27/2033 | — | — | | John J. | 3/10/2014 | 14,999 | — | 117.20 | 3/10/2024(5) | — | — | | Trizzino | 3/5/2015 | 9,999 | — | 178.80 | 3/5/2025(5) | — | — | | | 12/15/2017 | 3,341 | — | 27.60 | 12/15/2027 | | | | | 12/13/2018 | 10,423 | — | 46.00 | 12/13/2028 | — | — | | | 9/26/2019 | 60,417 | — | 5.95 | 9/26/2029 | — | — | | | 9/26/2019 | 11,117 | — | 5.95 | 9/26/2029 | — | — | | | 4/17/2020 | 95,000 | — | 19.08 | 4/17/2030(6) | — | — | | | 12/14/2020 | 7,124 | 2,376 | 129.70 | 12/14/2030 | — | — | | | 8/19/2021 | — | — | — | — | 655 | 3,144 | | | 3/10/2022 | 9,072 | 11,665 | 77.77 | 3/10/2032 | — | — | | | 3/10/2022 | — | — | — | — | 9,216 | 44,237 | | | 3/7/2023 | — | 100,100 | 6.97 | 3/7/2033 | — | — | | | 3/7/2023 | — | — | — | — | 86,670 | 416,016 | | Mark J. | 12/11/2023 | — | 114,694 | 5.57 | 12/11/2033 | — | — | | Casey | 12/11/2023 | — | — | — | — | 125,698 | 603,350 |

  89. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END

    | NOVAVAX, INC. 2024 PROXY STATEMENT | 55 |

  90. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END

    (1)All stock options and SARs included in this table were awarded under the Amended and Restated 2005 Stock Incentive Plan (the “2005 Stock Plan”), the 2015 Stock Plan, or the Inducement Plan and, except as noted, vest as to 25% on the first anniversary of the grant date, and as to the remaining 75% in equal monthly installments over the following three years , generally subject to continued service with the Company through the applicable vesting date. (2)All RSUs included in this table were awarded under the 2015 Stock Plan, or the Inducement Plan and, except as noted, vest in three equal annual installments on the first three anniversaries of the date of grant, generally subject to continued service with the Company through the applicable vesting date. (3)The exercise price of stock options and base value of SARs is equal to the closing price of a share of Common Stock on the date of grant (or, if no closing price is reported on that date, the closing price on the immediately preceding date on which a closing price was reported). (4)Amounts in this column have been calculated by multiplying the number of RSUs subject to the applicable award by $4.80, which was the closing price of the Common Stock on December 29, 2023, the last trading day in 2023. (5)Shares subject to this stock option vest in four equal annual installments on the first four anniversaries of the date of grant, generally subject to continued service with the Company through the applicable vesting date. (6)Represents performance- and time-vesting stock options that vest subject to the satisfaction of a performance-based vesting requirement, followed by time-based vesting. The performance metric required that the Company initiate a COVID-19 Phase 2 clinical trial within 12 months of the grant date, which occurred when the Company initiated its Phase 2 clinical trial of NVX-CoV2373 in the U.S. on August 24, 2020. As a result of the attainment of the performance objective, these options vested as to 50% of the underlying shares on August 24, 2021 and as to 50% of the underlying shares on August 24, 2022. (7)These RSUs vest as to 100% on December 31, 2024, generally subject to continued employment with the Company through such vesting date. (8)Fifty percent of the shares subject to this option grant vest on each of the first two anniversaries of the grant date, generally subject to continued employment with the Company through the applicable vesting date.

  91. OPTIONS EXERCISED AND STOCK VESTED

    OPTIONS EXERCISED AND STOCK VESTED The following table sets forth certain information concerning the vesting of RSUs during the fiscal year ended December 31, 2023. None of our NEOs exercised any stock options during the fiscal year ended December 31, 2023.

  92. OPTIONS EXERCISED AND STOCK VESTED

    | | Stock Awards | | | Executive | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | John C. Jacobs | — | — | | Stanley C. Erck | 20,792 | 129,781 | | James P. Kelly | 6,975 | 46,920 | | Filip Dubovsky, M.D. | 26,409 | 191,953 | | John J. Trizzino | 7,697 | 49,412 | | Mark J. Casey | — | — |

  93. OPTIONS EXERCISED AND STOCK VESTED

    (1)Amounts in this column represent RSUs that vested during 2023. (2)The dollar amount in this column is determined by multiplying the number of shares of Common Stock underlying RSUs that vested during 2023 by the closing price of a share of Common Stock on the date the RSUs vested.

  94. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The following table summarizes the payments and benefits that would be payable to our NEOs as of December 31, 2023, in the event of the various termination scenarios, pursuant to the NEO’s applicable employment agreement and the Severance Plan, as applicable, including termination of employment other than for cause, termination of employment for cause, and termination of employment in connection with a change in control. Mr. Erck did not receive severance payments at the time his employment terminated. The payments and benefits he is entitled to receive under the terms of the consulting agreement entered into in connection with his retirement is described above under “Employment Agreements; Consulting Agreement.”

  95. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | | | Triggering Event | | | | Executive | Benefit | Termination Other Than for Cause or Resignation for Good Reason(1) ($) | Termination For Cause or Resignation Other Than for Good Reason(2) ($) | Termination in Connection with a Change in Control(3) ($) | | John C. Jacobs | Severance Payment | 1,050,000 | — | 1,400,000 | | | Bonus(4) | — | — | 1,050,000 | | | Equity Awards(5) | 1,198,032 | — | 1,198,032 | | | Health Insurance(6) | 44,508 | — | 44,508 | | | Total | 2,292,540 | — | 3,692,540 | | James P. Kelly | Severance Payment | 515,000 | — | 515,000 | | | Bonus(4) | — | — | 257,500 | | | Equity Awards(5) | — | — | 433,094 | | | Health Insurance(6) | 29,672 | — | 29,672 | | | Total | 544,672 | — | 1,235,266 | | Filip Dubovsky, M.D. | Severance Payment | 665,600 | — | 665,600 | | | Bonus(4) | — | — | 332,800 | | | Equity Awards(5) | — | — | 331,594 | | | Health Insurance(6) | 29,672 | — | 29,672 | | | Total | 695,272 | — | 1,359,666 | | John J. Trizzino | Severance Payment | 570,000 | — | 570,000 | | | Bonus(4) | — | — | 285,000 | | | Equity Awards(5) | — | — | 463,397 | | | Health Insurance(6) | 29,672 | — | 29,672 | | | Total | 599,672 | — | 1,318,397 | | Mark J. Casey | Severance Payment | 550,000 | — | 550,000 | | | Bonus(4) | — | — | 275,000 | | | Equity Awards(5) | — | — | 603,350 | | | Health Insurance(6) | 24,114 | — | 24,114 | | | Total | 574,114 | — | 1,428,350 |

  96. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    (1)On December 31, 2023, the Company had employment agreements with Messrs. Jacobs, Kelly, Trizzino and Casey and Dr. Dubovsky, which provided for a lump sum cash severance payment if the executive’s employment was terminated without “cause” or the executive resigned for “good reason” equal to 18 months’ base salary for Mr. Jacobs and 12 months’ base salary for Messrs. Kelly, Trizzino, and Casey and Dr. Dubovsky. In addition, each of Messrs. Kelly, Trizzino, and Casey and Dr. Dubovsky was also entitled to a lump sum payment of a specified number of months of COBRA premiums (18 months for Mr. Jacobs and 12 months for Messrs. Kelly, Trizzino, and Casey and Dr. Dubovsky). Mr. Jacobs was further entitled to the full accelerated vesting of the unvested portion of his stock option grant and RSU grant made by the Company on January 23, 2023 and is entitled to exercise all such outstanding vested stock options held at termination (including any accelerated options or grants) during the 90-day period following the date of termination. (2)In the event an NEO’s employment or service is terminated for cause or the NEO resigns without good reason, the Company has no further obligation to the NEO other than the obligation to pay any unpaid base salary and unused vacation accrued through the termination date.

  97. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | 62 | ir.novavax.com |

  98. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    (3)On December 31, 2023, each of our NEOs (other than Mr. Erck) was eligible to participate in the Severance Plan, which provides for payments and benefits upon an executive’s qualifying termination during the protected period, as described in more detail above under “Amended and Restated Change in Control Severance Benefit Plan.” Under the Severance Plan, all time-based equity or equity-based awards held by the participant will vest in full upon the triggering event and all performance-based equity or equity-based awards will become vested as to the number of shares that would have vested based on the greater of (A) assumed achievement of the applicable performance goals at the target level of performance and (B) actual achievement of the applicable performance goals through the date of the Change in Control, in either case determined as if any applicable service-based vesting requirement had been met. (4)Bonus equals 100% of the NEO’s target annual bonus award for 2023, expressed as a monthly payment, multiplied by the participant’s severance benefit period, expressed monthly (24 months for Mr. Jacobs and 12 months for each of Messrs. Kelly, Trizzino, and Casey and Dr. Dubovsky). (5)Column (3) amounts represent the value of all unvested equity awards outstanding at the closing price on December 29, 2023 ($4.80), the last trading day in 2023, minus any applicable exercise price. No amount is included for outstanding stock options because all of the stock options held by our NEOs as of December 31, 2023 were out-of-the-money on such date. (6)Reflects the premiums for health, dental, and vision coverage under the Company’s group health insurance program. Amounts are based on the premiums in effect at December 31, 2023.

  99. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Termination as a Result of Death or Disability |

  100. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    In the event an NEO’s employment or service is terminated as a result of death or disability, all outstanding equity awards granted to the NEO on or after March 2016 will vest as to 50% of the unvested portion of each grant as of the termination date. Otherwise, the Company has no further obligation to the NEO other than the obligation to pay any unpaid base salary and unused vacation accrued through the termination date. If the NEO dies while he is a service provider to the Company (or within three months after the date on which the NEO ceases to be a service provider), vested and exercisable options may be exercised by the NEO’s estate for one year following the NEO’s death (or until the end of the original term of the option, if earlier). If the NEO becomes disabled while he is a service provider to the Company, vested and exercisable options may be exercised by the NEO for a period of one year after the NEO ceases to be a service provider due to a disability (or until the end of the original term of the option, if earlier).

  101. 2023 CEO Pay Ratio

    2023 CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, the following information describes the relationship of the annual and quarterly total compensation of our employees and the annual total compensation of John C. Jacobs, our President and Chief Executive Officer, who was serving as our Chief Executive Officer as of the determination date. For 2023:

  102. 2023 CEO Pay Ratio

    | | 2023 Annual Total Compensation ($) | Pay Ratio Estimate (Approximately) | | Mr. Jacobs (our President and Chief Executive Officer) | 7,342,308 | | | The median of all employees, other than Mr. Jacobs | 122,236 | | | | | 60:1 |

  103. 2023 CEO Pay Ratio

    To identify its median employee and determine the annual total compensation of that median employee and the CEO: •The Company determined that, as of December 31, 2023, its employee population consisted of approximately 1,650 individuals, with approximately 1,037 employees based in the United States, 392 employees located in the Czech Republic, 190 employees located in Sweden, 23 employees located in Switzerland, 6 employees located in the United Kingdom, and 2 employees located in Germany. All employees are included, whether employed as full-time, part-time, temporary, or seasonal employees, and compensation was annualized for any full-time employee that was not employed for all of fiscal year 2023.

  104. 2023 CEO Pay Ratio

    | NOVAVAX, INC. 2024 PROXY STATEMENT | 63 |

  105. 2023 CEO Pay Ratio

    •We identified our median employee by reviewing compensation data reflected in payroll records consisting of base salary and annual and quarterly cash incentive payments, which was consistently applied to all employees included in the calculation. Base salary and annual and quarterly cash incentive payments were used because they represent the Company’s principal broad-based compensation elements. •No cost-of-living adjustments were made in identifying the median employee. For compensation of employees located in the Czech Republic, Germany, Sweden, Switzerland, and the United Kingdom, the exchange rate used was the same as for financial statement translation purposes at December 31, 2023. •After identifying the median employee, we determined that the median employee had anomalous compensation characteristics relating to the individual’s partial year of employment with the Company. We instead selected an employee whose 2023 base salary and annual and quarterly cash incentive payments were substantially similar to those of the original median employee. All of the elements of such employee’s compensation for 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, were totaled, resulting in annual total compensation of $122,236. In determining Mr. Jacobs’ total annual compensation, we adjusted the compensation reported in the Summary Compensation Table to reflect his compensation as if he were the CEO for the full calendar year by increasing his base salary to the annualized base salary of $700,000 and increasing his housing and travel allowance to the annualized allowance of $100,000. For purposes of calculating the pay ratio, this resulted in total annual compensation of $7,342,308 for the CEO. The CEO Pay Ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules, based on our internal records, and the methodology described above. The SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the CEO Pay Ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  106. Pay Versus Performance

    Pay Versus Performance As required by Item 402(v) of Regulation S-K, the following table reports the compensation of our CEO (our Principal Executive Officer, or PEO) and the average compensation of the Named Executive Officers other than our PEO (Other NEOs or Non-PEO NEOs) as reported in the Summary Compensation Table in our proxy statements for the past three years, as well as their “compensation actually paid” (CAP), as calculated pursuant to recently adopted SEC rules and certain financial performance measures required by the rules. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  107. Pay Versus Performance

    | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year(1) (a) | Summary Compensation Table Total for Former PEO(2) (b) | Compensation Actually Paid to Former PEO(3) (c) | Summary Compensation Table Total for Current PEO(2A) (d) | Compensation Actually Paid to Current PEO(3A) (e) | Average Summary Compensation Table Total for Non-PEO NEOs(4) (f) | Average Compensation Actually Paid to Non-PEO NEOs(5) (g) | Total Shareholder Return(6) (h) | Peer Group Total Shareholder Return(7) (i) | Net Income (Loss) (in thousands)(8) (j) | Revenue (in thousands)(9) (h) | | 2023 | $3,827,483 | $144,984 | $7,301,009 | $3,806,763 | $1,712,674 | $1,290,595 | $121 | $89 | $(545,062) | $983,705 | | 2022 | $8,401,283 | $(36,557,042) | $— | $— | $3,337,772 | $(11,908,990) | $258 | $78 | $(657,939) | $1,981,872 | | 2021 | $1,118,030 | $43,604,574 | $— | $— | $1,546,408 | $10,871,879 | $3,595 | $107 | $(1,743,751) | $1,146,290 | | 2020 | $48,086,018 | $84,787,218 | $— | $— | $17,068,972 | $29,793,244 | $2,802 | $153 | $(418,259) | $474,598 |

  108. Pay Versus Performance

    (1)Mr. Stanley C. Erck served as our former President and Chief Executive Officer, during 2020, 2021, 2022 and 2023, until he retired from such position on January 23, 2023. Mr. John C. Jacobs has served as our President and Chief Executive Officer since January 23, 2023. The Other NEOs reflected in columns (f) and (g) above represent the following individuals for each of the years shown:

  109. Pay Versus Performance

    | 64 | ir.novavax.com |

  110. Pay Versus Performance

    2023 – James Kelly, Filip Dubovsky M.D., John Trizzino, and Mark Casey 2022 – James Kelly, John Trizzino, Gregory Glenn, and John Herrmann III 2021 – James Kelly, Gregory Covino, John Trizzino, Gregory Glenn, and John Herrmann III 2020 – Gregory Covino, John Trizzino, Gregory Glenn, and John Herrmann III (2)(2A)(4) The dollar amounts reported in column (b) and column (d) are the amounts of total compensation reported for Mr. Erck and Mr. Jacobs, respectively, for each corresponding year in the “Total” column of the Summary Compensation Table. The dollar amounts reported in column (f) represent the average of the amounts reported for the Company’s Other NEOs as a group in the “Total” column of the Summary Compensation Table in each applicable year. Refer to “Executive Compensation – Executive Compensation Tables – Summary Compensation Table.” (3)(3A)(5)The dollar amounts reported in column (c) and column (e) represent the amount of “compensation actually paid” to Mr. Erck and Mr. Jacobs, respectively, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts reported in column (g) represent the average amount of “compensation actually paid” to the Other NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to our current PEO, our former PEO, or the Other NEOs during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to our PEOs’ and the Other NEOs’ total compensation for each year to determine the compensation actually paid for the relevant year:

  111. Pay Versus Performance

    | NOVAVAX, INC. 2024 PROXY STATEMENT | 65 |

  112. Pay Versus Performance

    | | 2023 | | | 2022 | | 2021 | | 2020 | | | | Former PEO | Current PEO | Non-PEO NEOs | Former PEO | Non-PEO NEOs | Former PEO | Non-PEO NEOs | Former PEO | Non-PEO NEOs | | Summary Compensation Table Total | $3,827,483 | $7,301,009 | $1,712,674 | $8,401,283 | $3,337,772 | $1,118,030 | $1,546,408 | $48,086,018 | $17,068,972 | | Adjustments | | | | | | | | | | | Deduction for amounts reported under the “Stock Awards” and “Option Awards” columns of the Summary Compensation Table(a) | $(3,191,787) | $(5,971,358) | $(1,116,961) | $(7,310,966) | $(2,660,411) | $— | $(999,607) | $(46,825,974) | $(16,497,414) | | Year End Fair Value of Equity Awards Granted in the Year | $— | $2,477,112 | $827,412 | $850,358 | $309,440 | $— | $582,765 | $49,077,607 | $13,584,409 | | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | $(277,020) | $— | $(77,716) | $(8,258,670) | $(3,694,679) | $10,034,931 | $2,592,920 | $22,186,722 | $8,538,763 | | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | $(213,693) | $— | $(54,814) | $(30,239,047) | $(9,201,112) | $32,451,613 | $7,477,076 | $12,262,845 | $7,098,514 | | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | $— | $— | $— | $— | $— | $— | $(327,683) | $— | $— | | Total Equity Award Adjustments | $(3,682,500) | $(3,494,246) | $(422,079) | $(44,958,325) | $(15,246,762) | $42,486,544 | $9,325,471 | $36,701,200 | $12,724,272 | | Compensation Actually Paid | $144,984 | $3,806,763 | $1,290,595 | $(36,557,042) | $(11,908,990) | $43,604,574 | $10,871,879 | $84,787,218 | $29,793,244 |

  113. Pay Versus Performance

    (a) Compensation Actually Paid excludes the amounts reported in the Stock Awards and Option Awards columns from the relevant fiscal year’s Summary Compensation Table. For the values of equity awards included in the above table, fair values are calculated in accordance with FASB ASC Topic 718. which, in the case of performance-based awards, are based on the probable outcome of the performance conditions as of the applicable measuring date or actual performance results approved by the Compensation Committee as of the applicable vesting date. Otherwise, the valuation assumptions used to calculate fair values did not materially differ from those used in our disclosures of fair value as of the grant.

  114. Pay Versus Performance

    | 66 | ir.novavax.com |

  115. Pay Versus Performance

    (6) Represents the cumulative total return on $100 invested in the Company’s Common Stock as of the last day of public trading of the Company’s Common Stock in fiscal year 2019 through the last day of public trading of the Company’s Common Stock in the applicable fiscal year for which the cumulative total return is reported. The Company did not pay dividends for any of 2023, 2022, 2021, or 2020. (7) Represents the weighted cumulative total return on $100 invested as of the last day of public trading in fiscal year 2019 through the last day of public trading in the applicable fiscal year for which the cumulative total return is reported, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the Russell 2000 Growth Biotechnology Subsector Index for all four fiscal years disclosed, which is the same peer group used in our Annual Report on Form 10-K for each of these years for purposes of Item 201(e) of Regulation S-K. The return of this index is calculated assuming reinvestment of dividends during the period presented. (8) The dollar amounts reported represent the amount of net income (loss) reflected in our Annual Report on Form 10-K for the applicable year. (9) The dollar amounts reported represent the amount of revenue reflected in our Annual Report on Form 10-K for the applicable year. We have identified revenue as our company selected measure (“CSM”) as we believe it represents the most important financial performance measure used to link compensation actually paid to our NEOs to Company performance.

  116. Pay Versus Performance

    | Graphs & Narratives |

  117. Pay Versus Performance

    In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table.

  118. 2. TSR: Compensation Actually Paid and Cumulative TSR

    2. TSR: Compensation Actually Paid and Cumulative TSR The following chart compares compensation actually paid to (i) the cumulative total return on $100 invested as of the end of fiscal year 2019 in the Company’s Common Stock and (ii) the weighted cumulative total return on $100 invested as of the end of fiscal year 2019 for the Russell 2000 Growth Biotechnology Subsector Index, in each case, for the four most recently completed fiscal years:

  119. 2. TSR: Compensation Actually Paid and Cumulative TSR

    | 68 | ir.novavax.com |

  120. 3. Net Income: Compensation Actually Paid and Net Income (Loss)

    3. Net Income: Compensation Actually Paid and Net Income (Loss) The following chart compares compensation actually paid to our net income (loss) during the four most recently completed fiscal years:

  121. 3. Net Income: Compensation Actually Paid and Net Income (Loss)

    | NOVAVAX, INC. 2024 PROXY STATEMENT | 69 |

  122. 4. Compensation Actually Paid and Company Selected Measure – Revenue

    4. Compensation Actually Paid and Company Selected Measure – Revenue The following chart compares compensation actually paid to our revenue during the four most recently completed fiscal years:

  123. 4. Compensation Actually Paid and Company Selected Measure – Revenue

    | 70 | ir.novavax.com |

  124. 4. Compensation Actually Paid and Company Selected Measure – Revenue

    Financial Performance Measures The performance measures listed below represent the most important financial performance measures used by the Company to link compensation actually paid to the current PEO and the Other NEOs in 2023 to the Company’s performance: •Revenue (our CSM) •Relative TSR (the Company’s TSR as compared to a peer group) •Net income

  125. 4. Compensation Actually Paid and Company Selected Measure – Revenue

    | NOVAVAX, INC. 2024 PROXY STATEMENT | 71 |