NOVAVAX INC
For the period ended Jun 18, 2026. Filed Apr 27, 2026.
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Jun 18, 2026 · Filed Apr 27, 2026
Contents
Executive Compensation Program
Executive Officers and Compensation
EXECUTIVE COMPENSATION PROGRAM
Our executive compensation program is designed to attract and retain appropriately qualified and industry experienced executives capable of leading the company to the consistent delivery of our mission, vision, and goals. We maintain a compensation philosophy that rewards executives for Company performance tied to attainment of key performance goals.
The Compensation Committee believes the components of our executive compensation program provide the tools needed to deliver appropriate at-risk, variable compensation to retain and reward the executive team, aligned with general industry practices, and that aligns the interests of our executives with those of our stockholders.
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% |
2025 Performance Highlights
We made significant progress on our corporate strategic transformation in 2025, remaining focused on driving both near and long-term value with our game-changing technology built on a lean and efficient operating model. As the Company is evolving from a global commercial organization with a singular focus on COVID-19 to driving value through partnerships and R&D innovation, we successfully executed against our existing partnerships, made progress towards new potential partnerships, and advanced R&D innovation with our Matrix adjuvant and our organic pipeline.
In 2025, we achieved all $225 million in potential milestones for our Sanofi partnership, with continued strengthening and execution of other partnership agreements including those with Takeda and the Serum Institute of India for R21/Matrix-M malaria vaccine. We made significant progress securing new partners with multiple material transfer agreements (MTAs) signed and the foundation laid for our 2026 agreement with pharmaceutical giant, Pfizer. These agreements all demonstrated the value other companies with vaccine portfolios see in our Matrix adjuvant.
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Executive Officers and Compensation
In 2025, we continued our focus on leveraging R&D to strengthen our technology platform, expanded our Matrix adjuvant’s utility both within and potentially beyond infectious disease in areas like oncology, and drove further proof points and data to develop new assets with which we can partner.
We also continued our progress in stabilizing the Company financially, streamlining our operating expenses to enable value creation. In 2025, we reduced combined R&D and SG&A expenses by 31%, as compared to 2024.
Throughout the year, the Board, along with Mr. Jacobs, sought to build and strengthen the team in order to advance these efforts. The Compensation Committee believes that the 2025 compensation for our Named Executive Officers appropriately reflects the operational progress achieved by Novavax and will motivate the continued achievement of our corporate strategy and anticipated milestones in 2026 and beyond, with the goal of creating value for our stockholders. Our operational results in 2025 included the following highlights:
| Execution of Sanofi partnership with all $225 million in potential milestones achieved, including U.S. BLA approval for $175 million, marketing authorization transfers in the U.S. and European Union for $25 million each. Broadened Sanofi agreement to expand Sanofi's license to include use of Matrix-M through Phase 2 of their pandemic influenza vaccine candidate program, funded by the Biomedical Advanced Research and Development Authority within the Administration for Strategic Preparedness and Response, part of the U.S. Department of Health and Human Services. Significantly improved financial terms for Takeda agreement and earned a milestone payment for regulatory approval for Nuvaxovid® in Japan. Takeda delivered over 12% market share for Nuvaxovid in 2025 in Japan. R21/Matrix-M malaria vaccine (Serum Institute and Oxford University partnership) achieved 85% share in a growing market. Signed multiple MTAs with a variety of pharmaceutical companies, including large global pharmaceutical companies and small innovative firms, who are presently evaluating the potential of incorporating Matrix-M in their vaccine portfolios. | Expanded our early-stage efforts in infectious disease with our programs targeting C. Diff, shingles and RSV combo with encouraging preclinical data. Continued R&D work on new formulations of Matrix designed to broaden its utility both inside and outside infectious disease in areas such as oncology, and included potential versions to extend the shelf life and thermostability. Positive Phase 3 trial results for our COVID-19-Influenza Combination and Stand-alone Influenza Vaccine Candidates showed robust immune responses and were well tolerated in initial cohort of the trial with no new safety signals. Agreements signed with AstraZeneca to transfer one U.S.-based facility and sell certain equipment netting $60 million in cash and resulting in future cash savings of $230 million. |
2025 was a pivotal year, as the Company has evolved from a global commercial organization with a singular focus on COVID-19 to driving value through partnerships and R&D innovation. Through leadership changes, aggressive cost cutting and reducing liabilities, developing partnerships, and driving innovation on our technology platform, management has positioned the Company for long-term growth via a diversified revenue base and on a path to non-GAAP profitability as early as 2028.
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Executive Officers and Compensation
Executive Transitions
Effective June 20, 2025, Mr. Trizzino’s employment as President and Chief Operating Officer terminated with us. In connection with his termination, the Company and Mr. Trizzino entered into a consulting agreement pursuant to which Mr. Trizzino provided consulting services to the Company following his termination as President and Chief Operating Officer, until March 31, 2026, and received certain payments and benefits.
In addition, effective March 27, 2026, Dr. Draghia-Akli’s employment as Executive Vice President, Research &Development was terminated as an Involuntary Termination without Cause as described on page 56 below.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.