DEF 14A of Novavax Inc, Apr 27, 2026

DEF 14A of Novavax Inc

Filed Apr 27, 2026 · FY20250001628280-26-027328

Open on EDGAR

  1. Table of Contents

    | 50 | Summary Compensation Table | | 51 | Grants of Plan-Based Awards Table | | 52 | Outstanding Equity Awards at 2025 Fiscal Year End | | 53 | Options Exercised and Stock Vested | | 54 | Overview of Employment and Change In Control Agreements | | 58 | Potential Payments Upon Termination or Change in Control | | 60 | 2025 CEO Pay Ratio | | 61 | Pay Versus Performance | | 67 | Proposal 3—Amendment and Restatement of the 2015 Stock Plan | | 69 | Existing Equity Plan Information | | 80 | Proposal 4—Amendment and Restatement of the ESPP | | 86 | Audit Matters | | 86 | 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, 2026 | | 86 | Fees and Services | | 87 | Audit Committee Pre-Approval Policies and Procedures | | 88 | Audit Committee Report | | 89 | Stock Ownership Information | | 91 | Information about the Annual Meeting and Voting | | 98 | Additional Information | | 98 | Stockholder Proposals | | 99 | Other Matters | | 100 | Appendix A | | 116 | Appendix B |

  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 | Capital Allocation | | | CLASS I DIRECTORS, FOR TERMS EXPIRING AT THE 2026 ANNUAL MEETING | | | | | | | | | | | | John C. Jacobs President and Chief Executive Officer, Novavax, Inc. | 59 | 2023 | — | — | — | — | — | — | — | | | Gregg H. Alton, J.D. Former Interim Chief Executive Officer and Chief Patient Officer, Gilead Sciences | 60 | 2020 | 2 | | | — | | — | | | | Richard J. Rodgers Former Executive Vice President, and Chief Financial Officer, TESARO, Inc. | 59 | 2022 | 2 | | | | | — | | | | CLASS II DIRECTORS, FOR TERMS EXPIRING AT THE 2027 ANNUAL MEETING | | | | | | | | | | | | Richard H. Douglas, Ph.D. Former Senior Vice President, Corporate Development, Genzyme Corporation | 73 | 2010 | 2 | | | | — | | — | | | Margaret G. McGlynn, R. Ph. Former President, Merck Vaccines and Infectious Disease, Merck Inc. | 66 | 2020 | 1 | | — | — | | | — | | | David Mott Private Investor, Mott Family Capital | 60 | 2020 Since 2026 | 1 | | — | | — | | | | | CLASS III DIRECTORS, FOR TERMS EXPIRING AT THE 2028 ANNUAL MEETING | | | | | | | | | | | | Rachel K. King Founder and former Chief Executive Officer, GlycoMimetics, Inc. | 66 | 2018 | 1 | | — | | | — | — | | | John W. Shiver, Ph.D. Head of Research and Development, Vibrant Biomedicines | 68 | 2025 | — | | — | | — | | — | | | Charles W. Newton Former Chief Financial Officer, Lyell | 55 | 2025 | 2 | | | — | | — | | | | Number of meetings in 2025 | Board—4 | | | | 7 | 5 | 4 | 4 | 0(2) |

  4. Board of Directors

    (1)As of April 23, 2026. (2)The Capital Allocation Committee was formed in 2026.

  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 nine members, and currently includes the following nine individuals:

  8. Proposal 1—Election of Directors

    | Class I Directors Terms expiring at the 2026 Annual Meeting | Class II Directors Terms expiring at the 2027 Annual Meeting | Class III Directors Terms expiring at the 2028 Annual Meeting | | •John C. Jacobs •Gregg H. Alton, J.D. •Richard J. Rodgers | •Richard H. Douglas, Ph.D. •Margaret G. McGlynn, R. Ph. •David Mott, Chairman of the Board | •Rachel K. King •John W. Shiver, Ph.D. •Charles W. Newton |

  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 I directors expire at the 2026 Annual Meeting. The terms of the Class II and Class III directors will expire at the 2027 and 2028 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 2026 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 23, 2026, 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 I Directors

    Nominees for Election as Class I Directors After recommendation by the Nominating and Corporate Governance Committee, the Board has nominated John C. Jacobs, Gregg H. Alton, J.D., and Richard J. Rodgers for election as Class I directors of the Company at the Annual Meeting. If elected, each such nominee will serve until the expiration of their term at the 2029 Annual Meeting of Stockholders and until their successor is elected and qualified and until their earlier death, resignation, or removal. Mr. Jacobs, Mr. Alton, and Mr. Rodgers have consented to being named in this Proxy Statement and to serve if elected. The Board has no reason to believe that Mr. Jacobs, Mr. Alton, or Mr. Rodgers 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.

  12. Nominees for Election as Class I Directors

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  13. Nominees for Election as Class I Directors

    Information on the nominees follows.

  14. Nominees for Election as Class I Directors

    | AGE 59 DIRECTOR SINCE 2023 | 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 2017 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) | 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 positions for commercial biotechnology companies. |

  15. Nominees for Election as Class I Directors

    | AGE 60 INDEPENDENT DIRECTOR SINCE 2020 COMMITTEES •Audit •Nominating and Corporate Governance •Capital Allocation | GREGG H. 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 Compliance 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 Patient 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) •Brii Biosciences (Nasdaq: BRIBF) 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 due to his extensive industry experience and broad global experience across multiple business areas and his deep insight in infectious disease which will contribute to the Board’s understanding of our mission and corporate goals. |

  16. Nominees for Election as Class I Directors

    | NOVAVAX, INC. 2026 PROXY STATEMENT | 9 |

  17. Nominees for Election as Class I Directors

    | AGE 59 INDEPENDENT DIRECTOR SINCE 2022 COMMITTEES •Audit •Compensation •Capital Allocation | 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 an acquisition by GSK for over $5 billion Abraxis BioScience, inc. •Chief Financial Officer and Senior Vice President of Abraxis BioScience, Inc. (2009 to 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) •Opus Genetics, Inc. (Nasdaq: IRD) 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. |

  18. Directors Continuing as Class II Directors

    Directors Continuing as Class II Directors

  19. Directors Continuing as Class II Directors

    | AGE 73 INDEPENDENT DIRECTOR SINCE 2010 COMMITTEES •Audit •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, Inc. (Nasdaq: ALDX) •MaxCyte, Inc. (Nasdaq: MXCT) | OTHER CURRENT DIRECTORSHIPS •University of Michigan Innovation Partnerships 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. |

  20. Directors Continuing as Class II Directors

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  21. Directors Continuing as Class II Directors

    | AGE 66 INDEPENDENT DIRECTOR SINCE 2020 COMMITTEES •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 •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. |

  22. Directors Continuing as Class II Directors

    | AGE 60 INDEPENDENT DIRECTOR SINCE 2020 CHAIRMAN OF THE BOARD SINCE 2026 COMMITTEES •Compensation •Research & Development •Capital Allocation | DAVID MOTT | | | | CAREER HIGHLIGHTS Sphinx Mountain Capital LLC •Chief Executive Officer and Chief Investment Officer (2025 to present) Mott Family Capital •Private investor (2020 to 2025) New Enterprise Associates •General Partner (2008 to 2020) 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) OTHER PUBLIC COMPANY BOARDS •Chairman, Ardelyx (Nasdaq: ARDX) | EDUCATION •Bachelor of Arts, Dartmouth College KEY SKILLS AND QUALIFICATIONS Mr. Mott is well-suited to serve on our Board due to 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 which adds significant value to our Board. |

  23. Directors Continuing as Class II Directors

    | NOVAVAX, INC. 2026 PROXY STATEMENT | 11 |

  24. Directors Continuing as Class III Directors

    Directors Continuing as Class III Directors

  25. Directors Continuing as Class III Directors

    | AGE 66 INDEPENDENT DIRECTOR SINCE 2018 COMMITTEES •Compensation •Nominating & Corporate Governance | RACHEL K. KING | | | | CAREER HIGHLIGHTS The Biotechnology Innovation Organization •Interim Chief Executive Officer (2022 to 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. •Chief Executive Officer of GTI, a wholly owned subsidiary of Novartis (1996 to 1998) •Vice President for Product Planning (1993 to 1996) including early-stage development, initial public offering and acquisition by Novartis •Manager of Laboratory Operations (1989 to 1993) | OTHER CURRENT PUBLIC COMPANY BOARDS •Fulcrum Therapeutics (Nasdaq: FULC) OTHER CURRENT DIRECTORSHIPS •Biotechnology Innovation Organization •University of Maryland BioPark •Maryland Life Sciences Advisory 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 68 INDEPENDENT DIRECTOR SINCE 2025 COMMITTEES •Compensation •Research & Development | JOHN W. SHIVER, PH.D. | | | | CAREER HIGHLIGHTS Vibrant Biomedicines •Head of Research and Development (2024 to present) F-Prime Capital •Special Advisor (2021 to present) University of Pennsylvania •Adjunct Professor, College of Medicine (2008 to present) IGM ID •Chief Strategy Officer, Infectious Disease Business Unit (2021 to 2023) Sanofi Pasteur •Senior Vice President (2013 to 2020) Merck & Co., Inc. •Vice President, Vaccine Basic Research & Franchise Head (2007 to 2013) •Vice President, Vaccines & Biologics Research (2004 to 2007) •Executive Director, Vaccines Research (1991 to 2004) | OTHER CURRENT DIRECTORSHIPS •Calder Biosciences •AuraVax Therapeutics EDUCATION •Ph.D. in Physical Chemistry, University of Florida •Bachelor of Science in Chemistry and Mathematics, Wofford College KEY SKILLS AND QUALIFICATIONS Dr. Shiver is well-suited to serve on our Board due to his more than 30 years of experience in pharmaceutical research and development and leadership of teams of scientists working with infectious and non-infectious diseases. Dr. Shiver also has experience with machine learning and artificial intelligence for the development of vaccines candidates. Dr. Shiver brings experience serving on various scientific advisory boards and committees. |

  27. Directors Continuing as Class III Directors

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  28. Directors Continuing as Class III Directors

    | AGE 55 INDEPENDENT DIRECTOR SINCE 2025 COMMITTEES •Audit •Nominating & Corporate Governance •Capital Allocation | CHARLES W. NEWTON | | | | CAREER HIGHLIGHTS Lyell Immunopharma, Inc. •Chief Financial Officer (2021 to 2025) Bank of America •Managing Director & Co-Head of Healthcare Investment Banking in the Americas (2015 to 2021) Credit Suisse •Managing Director, Co-Head of Healthcare Investment Banking in the Americas (2010 to 2015) Morgan Stanley •Managing Director and Head of Western Region Healthcare Investment Banking (June 1996 to September 2010) | OTHER CURRENT DIRECTORSHIPS •Coherus Oncology (Nasdaq: CHRS) •Keros Therapeutics, Inc. (Nasdaq: KROS) EDUCATION •M.B.A., The Tuck School of Business at Dartmouth College •Bachelor of Science in Finance, Miami University KEY SKILLS AND QUALIFICATIONS Mr. Newton is well-suited to serve on our Board due to his more than 30 years of experience in finance and healthcare investment. Mr. Newton brings experience serving on various public pharmaceutical company boards. |

  29. Directors Continuing as Class III Directors

    | NOVAVAX, INC. 2026 PROXY STATEMENT | 13 |

  30. Information Regarding the Board and Corporate Governance Matters

    Information Regarding the Board and Corporate Governance Matters The Board has affirmatively determined, upon the recommendation by the Nominating and Corporate Governance Committee, that all of the members of the Board qualify as “independent” directors as defined in the listing standards of Nasdaq Stock Market LLC (“Nasdaq”), except Mr. Jacobs. Mr. Jacobs is currently the President and Chief Executive Officer of the Company. During 2025, the Board met four times. 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-serving Board members attended the 2025 Annual Meeting of Stockholders.

  31. Compensation of Directors

    Compensation of Directors Pursuant to our non-employee director compensation policy, compensation paid to our non-employee directors is comprised of two components: (i) cash compensation and (ii) equity awards. Mr. Jacobs did not receive compensation for his service on the Board during the fiscal year ended December 31, 2025. The Compensation Committee, working with its independent compensation consultant, conducts annual 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.

  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 2025:

  33. DIRECTOR COMPENSATION TABLE

    | Name | Fees Earned or Paid in Cash(1) ($) | Option Awards(2) ($) | Stock Awards ($)(3) | Total ($) | | Gregg H. Alton, J.D. | 72,000 | 162,070 | 121,021 | 355,091 | | Richard H. Douglas, Ph.D. | 81,371 | 162,070 | 121,021 | 364,462 | | Rachel K. King | 70,000 | 162,070 | 121,021 | 353,091 | | Margaret G. McGlynn, R. Ph. | 119,187 | 162,070 | 121,021 | 402,278 | | David Mott | 82,500 | 162,070 | 121,021 | 365,591 | | Charles W. Newton(4) | 45,982 | 255,472 | 190,495 | 491,949 | | Richard J. Rodgers | 92,358 | 162,070 | 121,021 | 375,449 | | John W. Shiver, Ph.D.(4) | 59,987 | 261,547 | 195,011 | 516,545 | | James F. Young, Ph.D.(Former Director)(5) | 58,750 | — | — | 58,750 |

  34. DIRECTOR COMPENSATION TABLE

    (1)Represents fees earned in 2025. (2)Represents options granted in 2025 in respect of 2025 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 14 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on February 26, 2026. As of December 31, 2025, the aggregate number of stock options held by each non-employee director is as follows:

  35. DIRECTOR COMPENSATION TABLE

    | Mr. Alton | 65,270 | | Dr. Douglas | 96,970 | | Ms. King | 90,470 | | Ms. McGlynn | 65,270 |

  36. DIRECTOR COMPENSATION TABLE

    | Mr. Mott | 69,970 | | Mr. Newton | 42,840 | | Mr. Rodgers | 68,765 | | Dr. Shiver | 35,770 | | Dr. Young | 63,020 |

  37. DIRECTOR COMPENSATION TABLE

    (3)Represents restricted stock units granted in 2025 in respect of 2025 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, 2025, the aggregate number of restricted stock units held by each non-employee director is as follows:

  38. DIRECTOR COMPENSATION TABLE

    | Mr. Alton | 18,880 | | Dr. Douglas | 18,880 | | Ms. King | 18,880 | | Ms. McGlynn | 18,880 |

  39. DIRECTOR COMPENSATION TABLE

    | Mr. Mott | 18,880 | | Mr. Newton | 28,560 | | Mr. Rodgers | 18,880 | | Dr. Shiver | 23,840 | | Dr. Young | — |

  40. DIRECTOR COMPENSATION TABLE

    (4)Mr. Newton commenced service on the Board on April 25, 2025 and Dr. Shiver commenced service on the Board on March 10, 2025. (5)Dr. Young resigned from the Board on March 10, 2025.

  41. DIRECTOR COMPENSATION TABLE

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  42. CONTENTS

    | 40 | Elements of Compensation | | 40 | Base Salary | | 41 | Incentive Cash Bonus Program | | 42 | 2025 Performance and Outcomes | | 44 | Equity Awards | | 45 | Annual Stock Option Awards | | 45 | Annual Restricted Stock Unit Awards | | 45 | Clawback Policy | | 46 | Stock Ownership Guidelines | | 46 | Equity Grant Policies and Procedures | | 48 | Perquisites and Other Personal Benefits | | 48 | Employment Agreements and Severance Benefits | | 48 | Tax and Accounting Implications | | 48 | Insider Trading Policy | | 48 | Prohibition on Hedging and Pledging | | 49 | Compensation Risk Assessment |

  43. OVERVIEW

    (1)As discussed further below under “Executive Transitions”, effective June 20, 2025, Mr. Trizzino’s employment as President and Chief Operating Officer terminated due to the elimination of the position of Chief Operating Officer. Mr. Trizzino continued to provide consulting services to us thereafter pursuant to a consulting agreement with us, as described in the “Overview of Employment and Change in Control Agreements” on page 54 below. (2)As discussed further below under “Executive Transitions”, effective March 27, 2026, Dr. Draghia-Akli’s employment as Executive Vice President, Research and Development was terminated as an Involuntary Termination without Cause. The terms of Dr. Draghia-Akli’s separation agreement with us are described in the “Overview of Employment and Change in Control Agreements” on page 54 below.

  44. COMPENSATION PROGRAM BEST PRACTICES

    | | What We Do | | What We Do NOT Do | | | Engage independent and expert compensation consultant | | 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 | | Reprice underwater stock options or stock appreciation rights without stockholder approval | | | Align executives’ interests with those of our stockholders | | Provide excessive executive perquisites | | | Link what we pay our Named Executive Officers (“NEOs”) to our short- and long-term performance | | Allow hedging or pledging of our stock | | | Emphasize at-risk compensation that is based on performance | | Provide change in control excise tax gross-ups under current agreements | | | Require stock ownership guidelines for our executive officers | | Provide single‑trigger severance or equity acceleration upon a change in control | | | Determine salary increases based on performance | | | | | Cap annual cash incentive payouts at 150% | | |

  45. OBJECTIVES OF THE EXECUTIVE COMPENSATION PROGRAM

    | | | | | | | Attract and retain appropriately qualified and industry experienced executives | Align executive compensation with competitive market practices | Align executives’ interests with those of our stockholders | Reward executives for meeting the strategic goals and objectives of the Company | Reward strong individual performance |

  46. OBJECTIVES OF THE EXECUTIVE COMPENSATION PROGRAM

    The Compensation Committee believes that the Company’s 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 as well as value creation. We generally grant equity awards on a predetermined annual cadence, and do not have a typical practice of awarding off-cycle, special, or supplemental equity awards. For a discussion of equity grants made to our NEOs, see “Equity Awards” below.

  47. OBJECTIVES OF THE EXECUTIVE COMPENSATION PROGRAM

    As described under “Incentive Cash Bonus Program” below, the Compensation Committee assessed individual performance for each of Mr. Kelly, Ms. O’Hara, Mr. Casey, and Dr. Draghia-Akli and determined that such individual performance was achieved at a level of 120%, 117%, 110%, and 100% of target, respectively. Each executive’s bonus payout was different in 2025, which reflects each executive’s individual performance and contributions and areas of oversight. Mr. Jacobs’ 2025 annual bonus was based 100% on achievement of the 2025 Objectives, as described below. In addition, as a result of his termination of employment, Mr. Trizzino was not eligible to receive a 2025 annual bonus.

  48. OVERSIGHT AND OPERATION OF THE EXECUTIVE COMPENSATION PROGRAM

    | Independent Compensation Consultant |

  49. PROCESS FOR SETTING EXECUTIVE COMPENSATION

    | Use of Market Data |

  50. PROCESS FOR SETTING EXECUTIVE COMPENSATION

    When determining overall compensation for 2025, 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 2025 consists of the following 20 companies*:

  51. PROCESS FOR SETTING EXECUTIVE COMPENSATION

    * The following companies were removed from the 2024 peer group: Amarin Corporation plc, Amneal Pharmaceuticals Inc., Halozyme Therapeutics, Inc., Insmed Incorporated, Organogenesis Holdings, Inc., and Vanda Pharmaceuticals Inc. due to being outside of our stated size criteria (market cap, revenue, headcount); and Intercept Pharmaceuticals, Inc due to the Company being acquired. The following companies were added to the 2025 peer group: Arvinas, Inc, Beam Therapeutics Inc., Bicycle Therapeutics plc, Crinetics Pharmaceuticals, Inc., Denali Therapeutics Inc., Intellia Therapeutics Inc., and Sana Biotechnology, Inc. 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.

  52. PROCESS FOR SETTING EXECUTIVE COMPENSATION

    For 2025, Pearl Meyer benchmarked each executive officer’s current total cash compensation against the 50th percentile of the Comparative Market Data. The Compensation Committee determined that this benchmarking was appropriate for targeting compensation opportunities, such as target bonus levels, in order to ensure that our programs remain aligned with market practices and position the overall cost of our program reasonably relative to those of our peers. In line with our compensation philosophy of pay-for-performance, actual compensation levels, such as earned bonuses, will reflect the Company’s and the individual’s performance.

  53. ELEMENTS OF COMPENSATION

    | Incentive Cash Bonus Program |

  54. ELEMENTS OF COMPENSATION

    The 2025 incentive cash bonus program was designed to motivate and reward executive officers for the achievement of specific corporate objectives and to drive overall Company performance. 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 and an assessment of overall Company performance, as well as individual performance. We did not make any increases to the target bonus opportunities for our Named Executive Officers in 2025 from 2024. In the first quarter of 2025, the Compensation Committee set and approved the performance objectives for the 2025 incentive cash bonus program (the “2025 Objectives”). In setting the 2025 Objectives, the Committee considered the evolution of the Company’s business strategy from a global commercial organization with a singular focus on COVID-19 to driving value through partnerships and R&D innovation. The objectives reflect the Company’s ongoing strategic transformation in 2025 and are intended to promote future value creation for shareholders, with focus on optimizing future cash flow through partnerships and royalties, creating long-term stability through operational expense reduction, and advancing our early-stage pipeline. Under our partnership agreement with Sanofi, they became responsible for commercialization of Nuvaxovid in 2025. We replaced the commercial objective from 2024 with two objectives: advancing our Sanofi partnership and closing additional business development deals. Each of these objectives was given a weight of 30%, reflecting the importance of generating milestone payments and future royalties to creating long-term value for shareholders. A continued focus on advancing our technology platform and early-stage pipeline remained important in 2025 for long-term growth opportunities. Additionally, the objectives reflect our continued focus on refining our organization, cost, and capital structure critical for long-term stability, as well as evolving our company capabilities and culture in support of the ongoing business transformation.

  55. 2025 PERFORMANCE AND OUTCOMES

    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, Mr. Casey, Ms. O’Hara, and Dr. Draghia-Akli achieved his/her applicable individual performance metrics at 120%, 110%, 117%, and 100%, respectively, of target. The actual bonus paid to each executive, other than the CEO, was determined by multiplying the overall company achievement factor of 95% by 65% of the target bonus value and multiplying the individual achievement factor for each executive multiplied by 35% of the target bonus value.

  56. 2025 PERFORMANCE AND OUTCOMES

    | Executive(1) | Bonus Target as Percentage of Base Salary | Incentive Cash Bonus Award Received ($)(2),(3) | Actual Bonus as a Percentage of Target Bonus | | John C. Jacobs | 85% | $640,331 | 95% | | James P. Kelly | 50% | $297,362 | 104% | | Elaine O’Hara | 50% | $288,143 | 103% | | Mark J. Casey, J.D. | 50% | $289,660 | 100% | | Ruxandra Draghia-Akli, M.D., PhD | 50% | $290,250 | 97% |

  57. 2025 PERFORMANCE AND OUTCOMES

    | Equity Awards |

  58. 2025 PERFORMANCE AND OUTCOMES

    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. 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. We generally grant equity awards on pre-determined annual cadence and do not have a typical practice of awarding off-cycle, special, or supplemental equity awards. The Compensation Committee reviews the structure and design of our equity awards each year as part of the compensation planning process. The Company has historically granted an equity mix comprised of both stock options and RSUs to executive officers. For 2025, the Compensation Committee considered implementing performance-based equity awards as part of our equity mix, but ultimately determined that this equity vehicle was not suitable at this time in light of our ongoing strategic transformation. In addition, the Committee’s independent Compensation Consultant, Pearl Meyer, confirmed that the use of a mix of stock options and RSUs is the most common approach in the peer group, and that granting performance-based equity is a minority practice. In evaluating the use of the different equity award instruments, the Committee carefully considered these competitive market findings and the objective to structure a compensation program that reflects the competitive market. For 2025, the Committee determined that each executive would receive 50% of their annual award in stock options and 50% of their annual award in RSUs. In the case of stock options, the recipients are motivated by the potential appreciation in stock price above the exercise price at which they are granted. RSUs encourage continued employment as these awards require the executive to remain in continued service with the Company for three years before the award is fully vested. 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 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 eligible employees, including Mr. Jacobs, Mr. Kelly, Mr. Casey, Ms. O’Hara and Dr. Draghia-Akli in March 2025.

  59. 2025 PERFORMANCE AND OUTCOMES

    | Annual Stock Option Awards |

  60. 2025 PERFORMANCE AND OUTCOMES

    In March 2025, the Compensation Committee awarded options to purchase shares of Common Stock to each of Mr. Jacobs, Mr. Kelly, Mr. Casey, Ms. O’Hara, and Dr. Draghia-Akli. 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 options granted to the NEOs in 2025:

  61. 2025 PERFORMANCE AND OUTCOMES

    | Executive | Time-Vesting Stock Options | | John C. Jacobs | 676,000 | | James P. Kelly | 194,500 | | Elaine O'Hara | 253,500 | | Mark J. Casey, J.D. | 169,000 | | Ruxandra Draghia-Akli, M.D., Ph.D. | 120,000 |

  62. 2025 PERFORMANCE AND OUTCOMES

    | Annual Restricted Stock Unit Awards |

  63. 2025 PERFORMANCE AND OUTCOMES

    In March 2025, the Compensation Committee awarded time-vesting RSUs to each of Mr. Jacobs, Mr. Kelly, Ms. O’Hara, Mr. Casey, and Dr. Draghia-Akli. 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 the NEOs.

  64. 2025 PERFORMANCE AND OUTCOMES

    | Executive | Time-Vesting Restricted Stock Units | | John C. Jacobs | 450,500 | | James P. Kelly | 129,500 | | Elaine O'Hara | 169,000 | | Mark J. Casey, J.D. | 112,500 | | Ruxandra Draghia-Akli, M.D., Ph.D. | 80,000 |

  65. 2025 PERFORMANCE AND OUTCOMES

    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 or deferred compensation retirement plan, and •unvested restricted stock units. 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, 2025, 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.

  66. EQUITY GRANT POLICIES AND PROCEDURES

    EQUITY GRANT POLICIES AND PROCEDURES Our practice is to grant stock options and similar awards in the ordinary course of business in connection with our annual compensation program, hiring new employees, and the retention of employees from time to time. Although we do not have a formal policy with respect to the timing of our equity award grants, we typically grant annual stock options to employees including executive officers at our regularly scheduled first quarter Compensation Committee meeting with the grant date to be effective each March after the public release of earnings for the previous fiscal year. Stock options are granted with an exercise price equal to the closing price of our common stock on the grant date. We grant annual equity awards to non-employee directors on the date of the annual meeting of stockholders in accordance with our Non-Employee Director Compensation Policy. We do not time the granting of equity awards with any favorable or unfavorable news released by the Company. We do not take material nonpublic information into account when determining the timing and terms of equity awards or for the purpose of affecting the value of executive compensation. Proximity of any awards to an earnings announcement or other market events is coincidental. In the event material nonpublic information were to become known to the Compensation Committee before the grant of an equity award, the Compensation Committee would consider the information and use its business judgment to determine whether to delay the grant to avoid any appearance of impropriety.

  67. EQUITY GRANT POLICIES AND PROCEDURES

    | 46 | ir.novavax.com |

  68. EQUITY GRANT POLICIES AND PROCEDURES

    Consistent with our annual stock option practice described above, during the fiscal year ended December 31, 2025, the Compensation Committee awarded stock options to the NEOs other than Mr. Trizzino in the period beginning four business days before our filing of a periodic report on Form 10-K or Form 10-Q, or the filing or furnishing of a current report on Form 8-K that disclosed material nonpublic information (other than a current report on Form 8-K disclosing a material new stock option award under Item 5.02(e) of such Form 8-K), and ending one business day after the filing or furnishing of such report (the “Designated Periods”). Pursuant to SEC rules, we are providing the following information relating to the options awarded to such NEOs in the Designated Periods occurring during the fiscal year ended December 31, 2025:

  69. EQUITY GRANT POLICIES AND PROCEDURES

    | Name | Grant Date | Number of Securities Underlying the Award (#) | Exercise Price of the Award ($/share) | Grant Date Fair Value of Award ($) | Percentage Change in the Closing Market Price of the Securities Underlying the Award Between the Trading Day Ending Immediately Prior to the Disclosure of Material Nonpublic Information and the Trading Day Beginning Immediately Following the Disclosure of Material Nonpublic Information | | John C. Jacobs | 3/3/2025 | 676,000 | 7.87 | 3,763,292 | 0.3% | | James P. Kelly | 3/3/2025 | 194,500 | 7.87 | 1,082,782 | 0.3% | | Elaine O’Hara | 3/3/2025 | 253,500 | 7.87 | 1,411,235 | 0.3% | | Mark J. Casey, J.D. | 3/3/2025 | 169,000 | 7.87 | 940,823 | 0.3% | | Ruxandra Draghia-Akli, M.D., Ph.D. | 3/3/2025 | 120,000 | 7.87 | 668,040 | 0.3% |

  70. EQUITY GRANT POLICIES AND PROCEDURES

    | NOVAVAX, INC. 2026 PROXY STATEMENT | 47 |

  71. EMPLOYMENT AGREEMENTS AND SEVERANCE BENEFITS

    EMPLOYMENT AGREEMENTS AND SEVERANCE BENEFITS As of December 31, 2025, the Company had employment agreements in place with all of the currently employed NEOs and Dr. Draghia-Akli. 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 NEOs were “at will” employees during their employment with us. 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.

  72. 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, 2025, 2024, and 2023, as applicable.

  73. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary(1) ($) | Bonus ($) | Stock Awards(2) ($) | Option Awards(3) ($) | Non-Equity Incentive Plan Compensation(4) ($) | All Other Compensation(5) ($) | Total ($) | | John C. Jacobs President and CEO | 2025 | 792,917 | — | 3,545,435 | 3,763,292 | 640,331 | 114,040 | 8,856,015 | | | 2024 | 752,500 | — | 1,347,500 | 2,189,350 | 684,311 | 113,800 | 5,087,461 | | | 2023 | 662,868 | 250,000 | 2,975,113 | 2,996,245 | 236,250 | 149,033 | 7,269,509 | | James P. Kelly EVP, Chief Financial Officer and Treasurer | 2025 | 572,886 | — | 1,019,165 | 1,082,782 | 297,362 | 14,033 | 2,986,228 | | | 2024 | 545,900 | — | 948,640 | — | 321,229 | 13,720 | 1,829,489 | | | 2023 | 515,000 | — | 532,440 | 255,218 | 187,975 | 13,200 | 1,503,833 | | Elaine O'Hara EVP, Chief Strategy Officer | 2025 | 561,080 | — | 1,330,030 | 1,411,235 | 288,143 | 97,788 | 3,688,276 | | | 2024 | 535,600 | — | 646,800 | — | 358,163 | 97,553 | 1,638,116 | | Mark J. Casey, J.D. EVP, Chief Legal Officer and Corporate Secretary | 2025 | 577,831 | — | 885,375 | 940,823 | 289,660 | 116,764 | 2,810,453 | | | 2024 | 558,250 | — | 64,680 | — | 319,562 | 119,842 | 1,062,334 | | | 2023 | 36,137 | 94,000 | 700,138 | 697,092 | — | 7,220 | 1,534,587 | | John J. Trizzino Former President and Chief Operating Officer | 2025 | 310,016 | — | 368,624(6) | 209,724(6) | — | 821,586 | 1,709,950 | | | 2024 | 582,825 | — | 776,160 | — | 261,911 | 12,521 | 1,633,417 | | | 2023 | 526,250 | — | 604,090 | 603,243 | 131,100 | 13,200 | 1,877,883 | | Ruxandra Draghia-Akli, M.D., Ph.D. Former EVP, Head of Research & Development | 2025 | 600,000 | — | 629,600 | 668,040 | 290,250 | 115,490 | 2,303,380 |

  74. 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 amounts reported in this column represent the grant date fair value of time-vesting RSUs granted to our NEOs in 2025 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. (3)The amounts reported in this column represent the grant date fair value of time-vesting stock options granted in 2025, as applicable, calculated in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 14 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 26, 2026. (4)The amounts reported in this column represent annual performance bonuses awarded in 2025, as applicable, under the Company’s incentive cash bonus program. For a description of the 2025 incentive cash bonus program, see page 41 in the CD&A. (5)For 2025, All Other Compensation consisted of (i) employer matching contributions to the Company’s 401(k) plan for Mr. Jacobs ($14,040), Mr. Kelly ($14,033), Mr. Trizzino ($13,021), Ms. O’Hara ($14,035), Dr. Draghia-Akli ($13,625), and Mr. Casey ($11,489); (ii) housing allowance provided to Mr. Jacobs ($100,000); (iii) commuting allowance provided to Mr. Casey ($105,275, including $33,275 to reimburse Mr. Casey for personal income taxes associated with the commuting allowance), Ms. O’Hara ($83,753, including $23,753 to reimburse Ms. O’Hara for personal income taxes associated with the commuting allowance), and Dr. Draghia-Akli ($101,865, including $29,865 to reimburse Dr. Draghia-Akli for personal income taxes associated with the commuting allowance; (v) accrued but unused paid time off paid on termination to Mr. Trizzino ($92,581); consulting fees for services provided by Mr. Trizzino following his termination ($95,500), COBRA premiums paid on his behalf under his consulting agreement $18,707, and Severance payment to Mr. Trizzino of $601,778. (6)Includes the incremental fair value associated with the modification of the outstanding awards held by Mr. Trizzino pursuant to his consulting agreement.

  75. SUMMARY COMPENSATION TABLE

    | 50 | ir.novavax.com |

  76. 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, 2025:

  77. GRANTS OF PLAN-BASED AWARDS TABLE

    | Name | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | Grant Date | Approval 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 | 674,033 | 1,011,050 | | | | | | | | | | | 3/3/2025 | 2/4/2025 | — | 676,000 | 7.87 | 3,763,292 | | | | | 3/3/2025 | 2/4/2025 | 450,500 | — | — | 3,545,435 | | James P. Kelly | 286,614 | 429,921 | | | | | | | | | | | 3/3/2025 | 2/4/2025 | — | 194,500 | 7.87 | 1,082,782 | | | | | 3/3/2025 | 2/4/2025 | 129,500 | — | | 1,019,165 | | Elaine O’Hara | 280,568 | 420,852 | | | | | | | | | | | 3/3/2025 | 2/4/2025 | — | 253,500 | 7.87 | 1,411,235 | | | | | 3/3/2025 | 2/4/2025 | 169,000 | — | | 1,330,030 | | Mark J. Casey, J.D. | 288,938 | 433,407 | | | | | | | | | | | 3/3/2025 | 2/4/2025 | — | 169,000 | 7.87 | 940,823 | | | | | 3/3/2025 | 2/4/2025 | 112,500 | — | | 885,375 | | Ruxandra Draghia-Akli, M.D., Ph.D. | 300,000 | 450,000 | | | | | | | | | | | 3/3/2025 | 2/4/2025 | — | 120,000 | 7.87 | 668,040 | | | | | 3/3/2025 | 2/4/2025 | 80,000 | — | | 629,600 |

  78. GRANTS OF PLAN-BASED AWARDS TABLE

    (1)The target cash bonus amount for fiscal 2025 was based on achievement of 100% of the 2025 Objectives (and, if applicable, 100% of individual performance objectives) and the individual’s earned base salary for 2025 and represented 85% of Mr. Jacobs’ base salary, and 50% of each of Messrs. Kelly’s, and Casey’s, Ms. O’Hara’s, and Dr. Draghia-Akli’s base salary. The maximum cash bonus amount for fiscal 2025 was capped at achievement of 150% of target. The target and maximum amounts reported in the table account for the increase to NEO’s base salary during the year. Mr. Trizzino was not eligible for a cash bonus due to his termination effective June 20, 2025. (2)Represents time-vesting RSUs granted under the 2015 Stock Plan that vest in three equal annual installments on the first three anniversaries of the grant date. 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. 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 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 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 14 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 26, 2026. 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).

  79. GRANTS OF PLAN-BASED AWARDS TABLE

    | NOVAVAX, INC. 2026 PROXY STATEMENT | 51 |

  80. GRANTS OF PLAN-BASED AWARDS TABLE

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

  81. GRANTS OF PLAN-BASED AWARDS TABLE

    During 2025, each of the currently employed NEOs and Dr. Draghia-Akli was party to an employment agreement that provides for a base salary and other benefits. The currently employed NEOs and Dr. Draghia-Akli were eligible to participate in the 2015 Stock Plan and the ESPP, and our benefit plans and programs during 2025. Each of the currently employed NEO’s and Dr. Draghia-Akli’s annual cash bonus opportunity was established and determined pursuant to the 2025 Objectives, as more fully described in the CD&A above. During 2025, each currently employed NEO and Dr. Draghia-Akli 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 separation agreements that we entered into with Dr. Draghia-Akli and Mr. Trizzino and consulting agreement with Mr. Trizzino at the time of their termination of employment are described below under “Overview of Employment and Change in Control Agreements.”

  82. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END

    OUTSTANDING EQUITY AWARDS AT 2025 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, 2025:

  83. OUTSTANDING EQUITY AWARDS AT 2025 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 | 211,968 | 78,732 | 11.92 | 1/23/2033 | — | — | | Jacobs | 1/23/2023 | — | — | — | — | 83,197 | 559,084 | | | 3/1/2024 | 218,749 | 281,251 | 5.39 | 3/1/2034 | — | — | | | 3/1/2024 | — | — | — | — | 166,666 | 1,119,996 | | | 3/3/2025 | — | 676,000 | 7.87 | 3/3/2035 | — | — | | | 3/3/2025 | — | — | — | — | 450,500 | 3,027,360 | | James P. | 8/16/2021 | 14,200 | — | 229.31 | 8/16/2031 | — | — | | Kelly | 3/10/2022 | 19,440 | 1,297 | 77.77 | 3/10/2032 | — | — | | | 3/7/2023 | 29,115 | 13,235 | 6.97 | 3/7/2033 | — | — | | | 3/7/2023 | — | — | — | — | 12,223 | 82,139 | | | 3/1/2024 | — | — | — | — | 117,333 | 788,478 | | | 3/3/2025 | — | 194,500 | 7.87 | 3/3/2035 | — | — | | | 3/3/2025 | — | — | — | — | 129,500 | 870,240 | | Elaine | 3/1/2023 | 46,681 | 21,219 | 6.86 | 3/1/2033 | — | — | | O'Hara | 3/1/2023 | — | — | — | — | 19,600 | 131,712 | | | 3/1/2024 | — | — | — | — | 80,000 | 537,600 | | | 3/3/2025 | | 253,500 | 7.87 | 3/3/2035 | — | — | | | 3/3/2025 | — | — | — | — | 169,000 | 1,135,680 | | Mark J. | 12/11/2023 | 72,346 | 72,348 | 5.57 | 12/11/2033 | — | — | | Casey, J.D. | 12/11/2023 | — | — | — | — | 41,899 | 281,561 | | | 3/1/2024 | — | — | — | — | 8,000 | 53,760 | | | 3/3/2025 | — | 169,000 | 7.87 | 3/3/2035 | — | — | | | 3/3/2025 | — | — | — | — | 112,500 | 756,000 |

  84. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END

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  85. OUTSTANDING EQUITY AWARDS AT 2025 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 J. | 12/15/2017 | 3,341 | — | 27.60 | 12/15/2027 | — | — | | Trizzino | 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(5) | — | — | | | 12/14/2020 | 9,500 | — | 129.70 | 12/14/2030 | — | — | | | 3/10/2022 | 19,440 | 1,297 | 77.77 | 3/10/2032 | — | — | | | 3/7/2023 | 100,100 | — | 6.97 | 3/7/2033 | — | — | | | 3/7/2023 | — | — | — | — | 28,890 | 194,141 | | | 3/1/2024 | — | — | — | — | 96,000 | 645,120 | | Ruxandra | 11/11/2024 | 17,373 | 46,777 | 9.01 | 11/11/2034 | — | — | | Draghia-Akli, | 11/11/2024 | — | — | — | — | 28,513 | 191,607 | | M.D., Ph.D. | 3/3/2025 | — | 120,000 | 7.87 | 3/3/2025 | — | — | | | 3/3/2025 | — | — | — | — | 80,000 | 537,600 |

  86. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END

    (1)All stock options and SARs included in this table were awarded under the Amended and Restated 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 $6.72 which was the closing price of the Common Stock on December 31, 2025, the last trading day in 2025. (5)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.

  87. OPTIONS EXERCISED AND STOCK VESTED

    OPTIONS EXERCISED AND STOCK VESTED The following table sets forth certain information concerning the vesting of RSUs and exercising of Options during the fiscal year ended December 31, 2025.

  88. OPTIONS EXERCISED AND STOCK VESTED

    | | Option Awards | | Stock Awards | | | Executive | Number of Shares Acquired on Exercise (#)(1) | Value Realized on Exercise ($)(2) | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(3) | | John C. Jacobs | — | — | 166,530 | 1,488,694 | | James P. Kelly | — | — | 75,498 | 628,329 | | Elaine O'Hara | — | — | 59,600 | 496,468 | | Mark J. Casey, J.D. | — | — | 45,899 | 313,624 | | John J. Trizzino | — | — | 81,498 | 678,476 | | Ruxandra Draghia-Akli, M.D., Ph.D. | — | — | 14,257 | 106,072 |

  89. OPTIONS EXERCISED AND STOCK VESTED

    (1)Amounts in this column represent RSUs that vested or options that were exercised during 2025. (2)The dollar amount in this column is determined by multiplying the excess of the fair market value of our common stock at exercise over the option exercise price, by the number of shares for which the option was exercised. (3)The dollar amount in this column is determined by multiplying the number of shares of Common Stock underlying RSUs that vested during 2025 by the closing price of a share of Common Stock on the date the RSUs vested.

  90. OPTIONS EXERCISED AND STOCK VESTED

    | NOVAVAX, INC. 2026 PROXY STATEMENT | 53 |

  91. 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, 2025, 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.

  92. 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 as a Result of Death or Disability(3) ($) | Termination in Connection with a Change in Control(4) ($) | | John C. Jacobs | Severance Payment | 1,196,250 | — | — | 1,595,000 | | | Bonus(5) | — | — | — | 1,348,066 | | | Equity Awards(6) | 559,084 | — | 2,540,252 | 5,080,503 | | | Health Insurance(7) | 56,120 | — | — | 56,120 | | | Total | 1,811,454 | — | 2,540,252 | 8,079,689 | | James P. Kelly | Severance Payment | 576,223 | — | — | 576,223 | | | Bonus(5) | — | — | — | 286,614 | | | Equity Awards(6) | — | — | 870,428 | 1,740,856 | | | Health Insurance(7) | 37,413 | — | — | 37,413 | | | Total | 613,636 | — | 870,428 | 2,641,106 | | Elaine O'Hara | Severance Payment | 565,136 | — | — | 565,136 | | | Bonus(5) | — | — | — | 280,568 | | | Equity Awards(6) | — | | 902,496 | 1,804,992 | | | Health Insurance(7) | 37,413 | — | — | 37,413 | | | Total | 602,549 | — | 902,496 | 2,688,109 | | Mark J. Casey, J.D. | Severance Payment | 581,196 | — | — | 581,196 | | | Bonus(5) | — | — | — | 288,938 | | | Equity Awards(6) | — | — | 587,261 | 1,174,521 | | | Health Insurance(7) | 30,403 | — | — | 30,403 | | | Total | 611,599 | — | 587,261 | 2,075,058 | | Ruxandra Drahia-Akli, M.D., Ph.D. | Severance Payment | 600,000 | — | — | 600,000 | | | Bonus(5) | — | — | — | 300,000 | | | Equity Awards(6) | — | — | 364,604 | 729,207 | | | Health Insurance(7) | 29,550 | — | — | 29,550 | | | Total | 629,550 | — | 364,604 | 1,658,757 |

  93. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    (1)On December 31, 2025, the Company had employment agreements with Messrs. Jacobs, Kelly, and Casey, Ms. O’Hara, and Dr. Draghia-Akli 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 and Casey, Ms. O’Hara, and Dr. Draghia-Akli. In addition, each of Messrs. Kelly and Casey, Ms. O’Hara, and Dr. Draghia-Akli was also entitled to a payment of a specified number of months of the COBRA Subsidy (18 months for Mr. Jacobs and 12 months for Messrs. Kelly and Casey, Ms. O’Hara, and Dr. Draghia-Akli). 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. (3)In the event an NEO’s employment or service is terminated as a result of Death or Disability, 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, as well as the equity acceleration set forth above.

  94. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

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  95. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    (4)On December 31, 2025, each of our NEOs (other than Mr. Trizzino) 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. (5)Bonus equals 100% of the NEO’s target annual bonus award for 2025, 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 and Casey, Ms. O’Hara, and Dr. Draghia-Akli). (6)Column (3) amounts represent the value of all unvested equity awards outstanding at the closing price on December 31, 2025, the last trading day in 2025, $6.72, minus any applicable exercise price. (7)Reflects the premiums for medical, dental, vision and EAP coverage under the Company’s group health insurance program. Amounts are based on the premiums in effect at December 31, 2025.

  96. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Termination as a Result of Death or Disability |

  97. 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).

  98. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | NOVAVAX, INC. 2026 PROXY STATEMENT | 59 |

  99. 2025 CEO Pay Ratio

    2025 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 2025:

  100. 2025 CEO Pay Ratio

    | | 2025 Annual Total Compensation ($) | Pay Ratio Estimate (Approximately) | | Mr. Jacobs (our President and Chief Executive Officer) | 8,856,015 | | | The median of all employees, other than Mr. Jacobs | 169,449 | | | | | 52:1 |

  101. 2025 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, 2025, its employee population consisted of approximately 751 individuals, with approximately 587 employees based in the United States, 148 employees located in Sweden, 15 employees located in the Czech Republic, and 1 employee located in Switzerland. All employees are included, whether employed as full-time, part-time, temporary, or seasonal employees, and base compensation was annualized for any full-time employee that was not employed for all of fiscal year 2025. •We identified our median employee by reviewing data reflected in compensation records consisting of base salary and annual cash incentive payments, which were consistently applied to all employees included in the calculation. Base salary and annual 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 Sweden, Czech Republic, and Switzerland, the exchange rate used was the same as for financial statement translation purposes at December 31, 2025. •All of the elements of such employee’s compensation for 2025 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, were totaled, resulting in annual total compensation of $169,449. 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.

  102. 2025 CEO Pay Ratio

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  103. 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 five years, as well as their “compensation actually paid” (CAP), as calculated pursuant to 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.

  104. 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) | | 2025 | $— | $— | $8,856,015 | $6,310,790 | $2,699,657 | $2,020,841 | $6.03 | $84.57 | $440,302 | $1,123,479 | | 2024 | $— | $— | $5,087,461 | $7,106,840 | $1,543,545 | $2,097,066 | $7.21 | $60.09 | $(187,499) | $682,162 | | 2023 | $3,827,483 | $144,984 | $7,269,509 | $3,775,263 | $1,712,674 | $1,290,595 | $4.30 | $59.25 | $(545,062) | $983,705 | | 2022 | $8,401,283 | $(36,557,042) | $— | $— | $3,337,772 | $(11,909,621) | $9.22 | $50.34 | $(657,939) | $1,981,872 | | 2021 | $1,118,030 | $43,604,574 | $— | $— | $1,546,408 | $10,871,879 | $128.30 | $69.59 | $(1,743,751) | $1,146,290 |

  105. Pay Versus Performance

    (1) Mr. Stanley C. Erck served as our former President and Chief Executive Officer, during 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: 2025 – James Kelly, Elaine O'Hara, Ruxandra Draghia-Akli M.D., John Trizzino, and Mark Casey 2024 – James Kelly, Elaine O'Hara, Filip Dubovsky M.D., John Trizzino, and Mark Casey 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 (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 2025:

  106. Pay Versus Performance

    | NOVAVAX, INC. 2026 PROXY STATEMENT | 61 |

  107. Pay Versus Performance

    | | 2025 | | | | Current PEO | Non-PEO NEOs | | Summary Compensation Table Total | $8,856,015 | $2,699,657 | | Adjustments | | | | Deduction for amounts reported under the “Stock Awards” and “Option Awards” columns of the Summary Compensation Table(a) | $(7,308,727) | $(1,709,079) | | Year End Fair Value of Equity Awards Granted in the Year | $5,805,314 | $1,265,630 | | Change in Fair Value of Outstanding and Unvested Equity Awards based on Change in Fair Value from Prior Year End to Applicable Year End | $(982,072) | $(173,632) | | Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Applicable Year based on Change in Fair Value from Prior Year End to Vesting Date | $(59,740) | $(61,735) | | Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year | $— | $— | | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | $— | $— | | Total Equity Award Adjustments | $(2,545,225) | $(678,816) | | Compensation Actually Paid | $6,310,790 | $2,020,841 |

  108. 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. (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 2020 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 2025, 2024, 2023, 2022, or 2021. (7)Represents the weighted cumulative total return on $100 invested as of the last day of public trading in fiscal year 2020 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.

  109. Pay Versus Performance

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  110. Pay Versus Performance

    | Graphs & Narratives |

  111. 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.

  112. (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 2020 in the Company’s Common Stock and (ii) the weighted cumulative total return on $100 invested as of the end of fiscal year 2020 for the Russell 2000 Growth Biotechnology Subsector Index, in each case, for the five most recently completed fiscal years:

  113. (2)TSR: Compensation Actually Paid and Cumulative TSR

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  114. (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 five most recently completed fiscal years:

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

    | NOVAVAX, INC. 2026 PROXY STATEMENT | 65 |

  116. (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 five most recently completed fiscal years:

  117. (4)Compensation Actually Paid and Company Selected Measure – Revenue

    | Financial Performance Measures |

  118. (4)Compensation Actually Paid and Company Selected Measure – Revenue

    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 2025 to the Company’s performance: •Revenue (our CSM) •Relative TSR (the Company’s TSR as compared to a peer group) •Net income

  119. (4)Compensation Actually Paid and Company Selected Measure – Revenue

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