NOVAVAX INC
For the period ended Jun 18, 2026. Filed Apr 27, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 18, 2026 · Filed Apr 27, 2026
Contents
Pay Versus Performance
Executive Officers and Compensation
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.
| Value of Initial Fixed $100Investment Based On: | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Year(1)(a) | SummaryCompensationTable Total forFormer PEO(2)(b) | CompensationActually Paid toFormer PEO(3)(c) | SummaryCompensationTable Total forCurrent PEO(2A)(d) | CompensationActually Paid toCurrent PEO(3A)(e) | AverageSummaryCompensationTable Total forNon-PEONEOs(4)(f) | AverageCompensationActually Paid toNon-PEONEOs(5)(g) | TotalShareholderReturn(6)(h) | Peer GroupTotalShareholderReturn(7)(i) | Net Income(Loss) (inthousands)(8)(j) | Revenue (inthousands)(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 |
(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:
| NOVAVAX, INC. 2026 PROXY STATEMENT | 61 |
|---|
Executive Officers and Compensation
| 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 |
(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.
| 62 | ir.novavax.com |
Executive Officers and Compensation
Graphs & Narratives
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.
(1)TSR: Company versus Peer Group
The following chart compares (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:
| NOVAVAX, INC. 2026 PROXY STATEMENT | 63 |
|---|
Executive Officers and Compensation
(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:
| 64 | ir.novavax.com |
Executive Officers and Compensation
(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:
| NOVAVAX, INC. 2026 PROXY STATEMENT | 65 |
|---|
Executive Officers and Compensation
(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:
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 2025 to the Company’s performance:
Revenue (our CSM)
Relative TSR (the Company’s TSR as compared to a peer group)
Net income
| 66 | ir.novavax.com |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.