UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K/A

(Amendment No. 1)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2020

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission File No. 000-26770

NOVAVAX, INC.

(Exact name of Registrant as specified in its charter)

Delaware	22-2816046
(State of incorporation)	(I.R.S. Employer Identification No.)

21 Firstfield Road,
Gaithersburg, Maryland	20878
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (240) 268-2000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, Par Value $0.01 per share	NVAX	The Nasdaq Global Select Market

Securities registered pursuant to Section 12(g) of the Act: Not Applicable

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No ¨

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ¨ No x

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	x	Accelerated filer	¨

Non-accelerated filer	¨	Smaller reporting company	¨

Emerging growth company	¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. x

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant (based on the last reported sale price of Registrants common stock on June 30, 2020 on the Nasdaq Global Select Market) was approximately $5,078,700,000.

As of April 27, 2021, there were 74,091,294 shares of the Registrant’s common stock outstanding.

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A (this “Form 10-K Amendment”) amends Novavax, Inc.’s (the “Company,” “Novavax,” “we,” “our” or “us”) Annual Report on Form 10-K for the fiscal year ended December 31, 2020, originally filed with the U.S. Securities and Exchange Commission (“SEC”) on March 1, 2021 (the “Original Report”). The purpose of this Form 10-K Amendment is to include the information required by Items 10 through 14 of Part III of Form 10-K. This information was previously omitted from the Original Report in reliance on General Instruction G(3) to Form 10-K. We are filing this Form 10-K Amendment to present the information required by Part III of Form 10-K as we will not file our definitive proxy statement within 120 days of the end of our fiscal year ended December 31, 2020.

In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Part III, including Items 10 through 14 of the Original Report, is hereby amended and restated in its entirety. This Form 10-K Amendment consists solely of the preceding cover page, this explanatory note, the information required by Part III, Items 10 through 14 of Form 10-K, a signature page and certifications required to be filed as exhibits. We are amending Part IV to add those certifications, which are attached hereto, and to correct certain hyperlinks that were incorrect in the Original Report.

This Form 10-K Amendment does not amend, modify, or otherwise update any other information in the Original Report. Accordingly, this Form 10-K Amendment should be read in conjunction with the Original Report. In addition, this Form 10-K Amendment does not reflect events that may have occurred subsequent to the Original Report date.

NOVAVAX, INC.

TABLE OF CONTENTS

		Page
	PART III
Item 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	4
Item 11.	EXECUTIVE COMPENSATION	21
Item 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	48
Item 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	51
Item 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	52
	PART IV
Item 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	54

PART III

Item 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

BOARD 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 ten members, and currently includes the following ten individuals.

Class I Directors	Class II Directors	Class III Directors
Terms expiring at the 2023 Annual Meeting	Terms expiring at the 2021 Annual Meeting	Terms expiring at the 2022 Annual Meeting
• Gregg H. Alton, Ph.D. • Stanley C. Erck • Rajiv I. Modi, Ph.D.	• Richard H. Douglas, Ph.D. • Margaret G. McGlynn, R. Ph. • David M. Mott • Gary C. Evans*	• Rachel K. King • Michael A. McManus, Jr., J.D. • James F. Young, Ph.D., Chairman of the Board

* Mr. Evans will not be standing for election at the Company’s 2021 Annual Meeting of Stockholders (the “Annual Meeting”).

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 term of the Class II directors expires at the 2021 Annual Meeting. The terms of the Class III and Class I directors will expire at the 2022 and 2023 Annual Meetings of Stockholders, respectively. The following information outlines our directors and their ages and positions as of April 19, 2021, as well as biographical information of each such director.

Class II Directors

AGE 68

INDEPENDENT DIRECTOR SINCE
2010

COMMITTEES

• Audit

• Compensation

• Research and 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 CURRENT PUBLIC COMPANY BOARDS

• Aldeyra Therapeutics (Nasdaq: ALDX)

OTHER CURRENT DIRECTORSHIPS

• University of Michigan Technology Transfer National Advisory Board

• MaxCyte, Inc. (LSE: MXCT)

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.

AGE 61

INDEPENDENT DIRECTOR SINCE
2020

COMMITTEES

• Compensation

• Nominating and

Corporate

Governance

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)

• Vertex Pharmaceuticals (Nasdaq: VRTX)

OTHER CURRENT DIRECTORSHIPS

• HCU Network America, a patient advocacy organization; Ms. McGlynn founded HCU Network America in 2016 which is focused on the rare genetic disease homocystinuria (HCU) and related disorders

• Hilleman Institute for Developing World Vaccine Research

• Gavi, The Vaccine Alliance

• The Biotechnology Innovation Organization

• Life Science Cares Philadelphia, a non-profit organization

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 the Novavax 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.

AGE 55

INDEPENDENT DIRECTOR SINCE
2020

COMMITTEES

• Compensation

• Research and Development

DAVID M. MOTT

CAREER HIGHLIGHTS

Mott Family Capital

• Private investor

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)

During the course of his career, Mr. Mott has been involved in more than $40 billion in corporate acquisitions, fundraising, partnerships and other capital formation ventures. He has supported more than 35 initial public offerings or corporate acquisitions, overseen more than a dozen new drugs from development to commercialization, and served on 25 corporate boards.

OTHER PUBLIC COMPANY BOARDS

• Chairman, Adaptimmune Therapeutics (Nasdaq: ADAP)

• Chairman, Ardelyx (Nasdaq: ARDX)

• Chairman, Epizyme (Nasdaq: EPZM)

• Chairman, Imara (Nasdaq GS: IMRA)

• Chairman, Mersana Therapeutics (Nasdaq GS: MRSN)

EDUCATION

• Bachelor of Arts, Dartmouth College

KEY SKILLS AND QUALIFICATIONS

Mr. Mott is well-suited to serve on our Board. His more than three decades of global management, board and investment experience across numerous private and public biopharmaceutical companies, as well as his extensive experience building, leading and financing biopharmaceutical companies adds significant value to our Board.

Class III Directors

AGE 61

INDEPENDENT DIRECTOR SINCE
2018

COMMITTEES

• Compensation

• Nominating and

Corporate Governance

RACHEL K. KING

CAREER HIGHLIGHTS

GlycoMimetics, Inc.

• Founder and Chief Executive Officer (2003 to present)

New Enterprise Associates

• Executive in Residence (2001 to 2003)

Novartis Corporation

• Senior Vice President (1999 to 2001)

Genetic Therapy, Inc.

• Manager of Laboratory Operations from 1989 to 1993 and Vice President for Product Planning from 1993 to 1996 including early-stage development, initial public offering and acquisition by Novartis; Chief Executive Officer of GTI, a wholly owned subsidiary of Novartis from 1996 to 1998.

Mrs. King worked previously at ALZA Corporation and Bain and Company

OTHER CURRENT PUBLIC COMPANY BOARDS

• GlycoMimetics (Nasdaq: GLYC)

OTHER CURRENT DIRECTORSHIPS

• Executive Committee of the Biotechnology Innovation Organization

• University of Maryland BioPark

EDUCATION

• M.B.A., Harvard Business School

• Bachelor of Arts, Dartmouth College

KEY SKILLS AND QUALIFICATIONS

Mrs. 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.

AGE 78

INDEPENDENT DIRECTOR SINCE
1998

COMMITTEES

• Audit

• Compensation

MICHAEL A. MCMANUS, JR., J.D.

CAREER HIGHLIGHTS

Misonix, Inc.

• President and Chief Executive Officer (1999 to 2016)

New York Bancorp Inc.

• President, Chief Executive Officer and Director (1991 to March 1998)

• President and Chief Executive Officer, Home Federal Savings Bank, the principal subsidiary of New York Bancorp Inc. (February 1995 to March 1998)

Jamcor Pharmaceuticals Inc.

• President and Chief Executive Officer (1990 to November 1991)

Office of the President of the United States

• Assistant to the President of the United States (1982 to 1985)

Mr. McManus held previous positions at Pfizer Inc. and Revlon Group

Mr. McManus served in the U.S. Army Infantry (1968 to 1970)

Mr. McManus is the recipient of the Ellis Island Medal of Honor

OTHER CURRENT PUBLIC COMPANY BOARDS

• The Eastern Company (Nasdaq: EML)

EDUCATION

• J.D., Georgetown University Law Center

• Bachelor of Arts in Economics, University of Notre Dame

KEY SKILLS AND QUALIFICATIONS

Mr. McManus’s successful growth and development of businesses and products, his experience as a chief executive officer of a public company, and his extensive experience in governance, legal, finance and risk management make him a well-qualified member of our Board.

AGE 68

INDEPENDENT DIRECTOR SINCE 2010

CHAIRMAN OF THE BOARD SINCE 2011

COMMITTEES

• Nominating and Corporate Governance

• Research and Development

JAMES F. YOUNG, PH.D.

CAREER HIGHLIGHTS

Targeted Microwave Solutions, Inc.

• Former Chairman of the Board and Chief Executive Officer (2016 to 2018)

MedImmune, Inc.

• Former President, Research and Development (2000 to 2008)

• Executive Vice President, Research and Development (1999 to 2000)

• Senior Vice President (1995 to 1999)

• Senior Vice President, Research and Development (1989 to 1995)

OTHER CURRENT DIRECTORSHIPS

• Sagimet Biosciences, a privately-held biopharmaceutical company

EDUCATION

• Ph.D. in Microbiology and Immunology, Baylor College of Medicine

• Bachelor of Science degrees in General Science and Biology, Villanova University

KEY SKILLS AND QUALIFICATIONS

Dr. Young is well-suited to serve on our Board due to his years of experience in the fields of molecular genetics, microbiology, immunology, and pharmaceutical development. In addition, Dr. Young brings extensive scientific background and experiences, particularly in the areas of vaccine research and development.

Class I Directors

AGE 55

INDEPENDENT DIRECTOR SINCE 2020

COMMITTEES

• Audit

GREGG ALTON

CAREER HIGHLIGHTS

Gilead Sciences

• Served in an array of leadership roles across a portfolio of responsibilities for more than 20 years from 1999 to 2019, including:

• Interim Chief Executive Officer

• Chief Patent Officer, responsible for Gilead’s government affairs, public affairs, patient outreach and engagement initiatives, as well as efforts to facilitate access to its medicines globally

• Oversight for commercial operations in Europe, Asia, Latin America and Africa, as well as government affairs, public affairs and global medical affairs

• General Counsel and Chief Compliance Officer

Cooley Godward, LLP

• Attorney, specializing in corporate finance transactions for healthcare and information technology companies (1993 to 1996 and 1998 to 1999)

OTHER PUBLIC COMPANY BOARDS

• Corcept Therapeutics (Nasdaq: CORT)

• Enochian Biosciences (Nasdaq: ENOB)

OTHER CURRENT DIRECTORSHIPS

• Several non-profit organizations, including Black Women’s Health Imperative, AIDSVu and the Boys and Girls Clubs of Oakland

EDUCATION

• J.D., Stanford University

• Bachelor of Science in Legal Studies, University of California, Berkeley

KEY SKILLS AND QUALIFICATIONS

Mr. Alton is well-suited to serve on the Novavax Board. His extensive industry experience and broad global experience across multiple business areas, as well as his deep insight in infectious disease will contribute to the Board’s understanding of our mission and corporate goals.

AGE 72

DIRECTOR SINCE 2009

COMMITTEES

• None

STANLEY C. ERCK

CAREER HIGHLIGHTS

Novavax, Inc.

• President and Chief Executive Officer of Novavax, Inc. (April 2011 to present)

• Interim Chief Financial Officer (November 2017 to March 2018)

• Executive Chairman (February 2010 to April 2011)

Iomai Corporation

• President and Chief Executive Officer (2000 to 2008, when it was acquired by Intercell AG)

Mr. Erck previously held leadership positions at Procept, a publicly traded immunology company, Integrated Genetics, now Sanofi Genzyme, and Baxter International

OTHER CURRENT DIRECTORSHIPS

• MaxCyte, Inc. (LSE: MXCT)

• MDBio Foundation

EDUCATION

• M.B.A., University of Chicago

• Bachelor of Science in Economics, University of Illinois

KEY SKILLS AND QUALIFICATIONS

Mr. Erck is well-suited to serve on our Board due to his leadership experience in the biotechnology industry, having held chief executive officer positions for several companies, and his extensive experience of serving on other public company boards.

AGE 60

DIRECTOR SINCE 2009

COMMITTEES

• None

RAJIV I. MODI, PH.D.

CAREER HIGHLIGHTS

Cadila Pharmaceuticals, Ltd.

• Chairman and Managing Director (1995 to present)

OTHER CURRENT DIRECTORSHIPS

• Cadila Pharmaceuticals, Ltd.

• Numerous other private companies and foreign public companies

EDUCATION

• Ph.D. in Biological Science, University of Michigan

• Bachelor’s degree of Technology in Chemical Engineering, University College, London

ELECTION TO NOVAVAX BOARD

Dr. Modi was elected to our Board based on his relationship with the Company’s largest stockholder in 2009. As of April 19, 2021, Satellite Overseas (Holdings) Limited, a subsidiary of Cadila Pharmaceuticals, Ltd., holds less than one percent of the Company’s outstanding Common Stock. Dr. Modi serves as a member of the boards of other Cadila group companies.

KEY SKILLS AND QUALIFICATIONS

Dr. Modi is well-suited to serve on our Board due to his extensive leadership experience, as well as technical expertise in the development and manufacturing of pharmaceutical products. He also brings broad experience in international joint ventures and pharmaceutical sales.

INFORMATION REGARDING THE BOARD AND CORPORATE GOVERNANCE MATTERS

On March 18, 2021, the Board determined, upon the recommendation by the Nominating and Corporate Governance Committee, that all of the members of the Board are “independent” directors as defined in the Nasdaq Global Select Market (“Nasdaq”) listing standards, except Dr. Modi and Mr. Erck.

Mr. Erck is currently the President and Chief Executive Officer of the Company. Dr. Modi is not an “independent” director due to his interest in Cadila Pharmaceuticals, Ltd. and the joint venture it has with the Company. These relationships are described in detail in the section titled “Certain Relationships and Related Transactions.”

During 2020, the Board met 14 times and acted by written consent in lieu of a meeting five times and the non-employee directors met four times in executive session during the same period. As the year progressed and the severity of the coronavirus global pandemic (“COVID-19”) became more clear, the directors convened an additional 17 times during 2020 during which management provided operational updates. 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 Meetings of Stockholders provides stockholders with an opportunity to communicate with members of the Board, the Company strongly encourages (but does not require) members of the Board to attend such meetings. All of the then-current Board members attended the 2020 Annual Meeting of Stockholders, held on June 25, 2020 (the “2020 Annual Meeting”).

Leadership Structure and Risk Oversight

One of the most critical roles of our Chief Executive Officer and board members is managing risk. Today’s environment consists of ongoing disruption, innovation, and technological change. Increasing disruption leads to greater risks, which may become greater still because they are often interconnected. The Board separates the positions of Chairman of the Board and Chief Executive Officer thereby allowing our Chief Executive Officer to focus on our day-to-day business, while allowing the Chairman of the Board to lead the Board in its fundamental role of providing advice to and independent oversight of management. The Board recognizes the commitment that our Chief Executive Officer is required to devote to his position, as well as the commitment required to serve as our Chairman of the Board, particularly as the Board’s oversight responsibilities continue to grow. Mr. Erck and Dr. Young each are responsible for:

PRESIDENT AND CHIEF EXECUTIVE OFFICER

Stanley C. Erck

• general charge and supervision of the business of the Company

• managing the risks the company faces in the ordinary course of operating the business including reputation risk, culture risk, cybersecurity risk and extended enterprise risk

CHAIRMAN OF THE BOARD

James F. Young, Ph.D.

• presiding at all meetings of the Board

• advising Board committee chairs in fulfilling their roles

• serving as a liaison between the Board and senior management team

• mentoring and advising the senior scientific team

• providing an extensive network of contacts

• reporting regularly to the Board

Our Chief Executive Officer and Chairman work closely together to execute our strategic plan. Our Chairman leads our Board, serves as a liaison between the Board and senior management team, mentors and advises the senior scientific team, provides an extensive network of contacts, and reports regularly to the Board. We believe the combination of Mr. Erck as the President and Chief Executive Officer and Dr. Young as the Chairman of the Board is an effective leadership structure. The additional avenues

of communication between the Board and management associated with having Dr. Young serve as Chairman provides the basis for the proper functioning of the Board and its oversight of management.

Our Chief Executive Officer and senior management team are primarily responsible for managing the risks Novavax faces in the ordinary course of operating the business. The Board actively oversees potential risks and risk management activities by receiving operational and strategic presentations from management, which include discussions of key risks to the business. In addition, the Board delegates risk oversight to each of its key committees within their areas of responsibility.

For example:

The AUDIT COMMITTEE

The
COMPENSATION
COMMITTEE

The NOMINATING
AND CORPORATE
GOVERNANCE
COMMITTEE

The RESEARCH AND
DEVELOPMENT COMMITTEE

• Reviews and discusses with management the system of disclosure controls and internal controls over financial reporting and discusses the key risks facing the Company and the processes or actions being taken to mitigate those risks

• Reviews specific risk areas, such as cybersecurity risk, on a regular basis with input from management

• Reviews and discusses with the Senior Vice President, Information Technology the current cybersecurity risks and our cybersecurity risk management program and activities

• Oversees incentive compensation programs and strategies, as well as key employee retention issues

• Periodically reviews the current Directors’ skill sets and the Company’s anticipated future needs.

• Oversees the Company’s corporate governance structure.

• Periodically reviews and assesses our research and development programs

• Oversees strategies and investments specific to research and development programs

Board committees are chaired by independent directors and at each Board meeting the committee chairs deliver reports to the full Board on the activities and decisions made by the committees at recent meetings. In addition, there is significant cross-over of members of the various committees allowing information to flow freely outside of a full board meeting.

Board Committees

Our Board currently maintains four standing committees: Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee and Research and Development Committee. In addition to the descriptions below, please refer to the “Compensation Committee Report” included in this Form 10-K Amendment. The members of the committees are shown below.

		Committee Memberships
Director	Independent	Audit	Compensation	Nominating and Corporate Governance	Research and Development
Gregg H. Alton
Richard H. Douglas, Ph.D.
Stanley C. Erck
Gary C. Evans
Rachel K. King
Margaret G. McGlynn, R. Ph.
Michael A. McManus, Jr., J.D.
Rajiv I. Modi, Ph.D.
David M. Mott
James F. Young, Ph.D.

Committee Chair

Committee Member

Chairman of the Board

Audit Committee Financial Expert

Audit Committee

Meetings in 2020 5

MEMBERS

• Michael A. McManus, Jr., J.D.

• Gregg H. Alton

• Richard H. Douglas, Ph.D.

• Gary C. Evans

During 2020, the Audit Committee met five times and did not act by written consent in lieu of a meeting.

PRINCIPAL RESPONSIBILITIES

The Audit Committee is responsible for:

• the appointment, compensation, retention, and oversight of the work of any independent registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attestation services; the Audit Committee meets with our independent registered public accounting firm to discuss the scope and results of its examination and reviews the financial statements and reports contained in the Company’s periodic and other financial filings 

The Audit Committee’s role is to also:

• review the adequacy and efficacy of all accounting, auditing, and financial control systems, as well as disclosure controls and procedures

• monitor the adequacy of our accounting and financial reporting processes and practices

• consider any issues raised by its members, the independent registered public accounting firm, and employees

• oversee the Company’s compliance with applicable federal and state laws and regulations, and the implementation and operation of the Company’s corporate compliance program

• annually review the Company’s corporate compliance program with the Company’s Chief Legal Officer and Chief Compliance Officer, and monitor the program’s progress and results during the year

The Audit Committee is authorized to investigate any matter brought to its attention, retain the services of independent advisors (including legal counsel, auditors, and other experts), and receive and respond to concerns and complaints relating to accounting, internal accounting controls, and auditing matters.

The Audit Committee meets regularly with both the Company’s management team and its independent auditor. At times, the Audit Committee meets in executive session without management or the independent auditor present.

CHARTER

• The Audit Committee acts pursuant to a written charter as adopted by the Board. A current copy of the charter is available on the Company’s website at www.novavax.com.

• The Audit Committee reviews and evaluates its charter annually to ensure its adequacy and accuracy, and is charged with performing an annual self-evaluation with the goal of continuing improvement. 

QUALIFICATIONS

• Each Audit Committee member is an “independent director,” as defined by the listing standards of the Nasdaq.

• The Board has determined that each of Mr. McManus, Mr. Alton, and Mr. Evans qualifies as an “audit committee financial expert” as defined by the rules and regulations of the Securities and Exchange Commission, and is financially sophisticated as required by the listing standards of the Nasdaq.

Compensation Committee		Meetings in 2020 8
	MEMBERS • David M. Mott • Richard H. Douglas, Ph.D. • Rachel K. King	• Margaret G. McGlynn, R. Ph. • Michael A. McManus, Jr., J.D.
During 2020, the Compensation Committee met eight times and acted by written consent in lieu of a meeting four times.
PRINCIPAL RESPONSIBILITIES The Compensation Committee is responsible for: • assisting the Board with its responsibilities relating to the compensation of the Company’s officers and directors and the development, administration and oversight of the Company’s compensation and benefits plans • reviews and recommends salaries and other compensatory benefits for employees, executive officers, and directors The Compensation Committee’s authority and responsibilities include, but are not limited to: • review and recommend to the Board the goals and objectives relevant to our Chief Executive Officer and other executive officers; annually evaluate the performance of the Chief Executive Officer and other executive officers; approve or recommend to the Board the compensation levels and annual awards for the Chief Executive Officer and other executive officers • oversee our overall compensation philosophy, policies, and programs • make recommendations to the Board about the compensation of directors • approve and administer our equity-based plans and awards and management incentive compensation plans • review and approve employment agreements, severance arrangements, retirement arrangements, change in control provisions, and any supplemental benefits or perquisites for executive officers and senior management The Compensation Committee has the authority to engage independent compensation consultants or advisors, as it may deem appropriate in its sole discretion, and to approve related fees and retention terms. The Compensation Committee routinely holds meetings, some of which management attends, as well as executive sessions without management, where compensation is discussed. The chair of the Compensation Committee is responsible for leadership of the Compensation Committee and sets meeting agendas.		The Compensation Committee may request that any executive officer or employee, outside counsel, or consultant attend Compensation Committee meetings or confer with any members of, or consultants to, the Compensation Committee. The Compensation Committee is supported in its efforts by our Legal and Human Resources teams, to which the Compensation Committee delegates authority for certain administrative functions. The Chief Executive Officer gives performance assessments and compensation recommendations for each executive officer (other than himself). The Chairman gives performance assessments and compensation recommendations for the Chief Executive Officer. The Compensation Committee considers the Chief Executive Officer’s and the Chairman’s recommendations and the information provided by the Human Resources team in its deliberations regarding executive compensation. The compensation of the executive officers is based on these deliberations. The Chief Executive Officer and the Executive Vice President, Chief Human Resources Officer generally attend Compensation Committee meetings but are not present for executive sessions or any discussion of their own compensation. CHARTER • The Compensation Committee acts pursuant to a written charter as adopted by the Board; a current copy of the charter is available on the Company’s website at www.novavax.com • The Compensation Committee reviews and evaluates its charter annually to ensure its adequacy and accuracy, and is charged with performing an annual self-evaluation with the goal of continuing improvement COMPENSATION COMMITTEE REPORT • The Compensation Committee Report is on page 33 of this Form 10-K Amendment QUALIFICATIONS • Each Compensation Committee member is a “non-employee director,” as defined by Rule 16b-3 of the Exchange Act and an “independent director,” as defined by the listing standards of the Nasdaq, including the heightened standards that apply to compensation committee members

Nominating and Corporate Governance Committee

Meetings in 2020 9

MEMBERS

• Gary Evans

• Rachel K. King

• Margaret G. McGlynn, R. Ph.

• James F. Young, Ph.D.

During 2020, the Nominating and Corporate Governance Committee met nine times and did not act by written consent in lieu of a meeting.

PRINCIPAL RESPONSIBILITIES

The primary function of the Nominating and Corporate Governance Committee is to:

• review and make recommendations to the Board regarding the Board’s size, structure, and composition

• establish criteria for Board membership

• identify and evaluate candidates qualified to become members of the Board, including candidates proposed by stockholders

• select, or recommend for selection, director nominees to be presented for approval at the Annual Meeting of Stockholders and to fill vacancies on the Board

• oversee the Company’s corporate governance guidelines

• evaluate Company policies relating to the recruitment of Board members

• develop and recommend to the Board corporate governance policies and practices

• oversee management’s plans for succession to senior management positions

The Nominating and Corporate Governance Committee’s goal is to contribute to the effective representation of the Company’s stockholders and to play a leadership role in shaping the Company’s corporate governance.

In reviewing and evaluating director candidates, including candidates submitted by stockholders, the Nominating and Corporate Governance Committee does not differentiate between candidates based on the proposing constituency, but rather applies the same criteria to each candidate.

CHARTER

• The Nominating and Corporate Governance Committee acts pursuant to a written charter as adopted by the Board; a current copy of the charter is available on the Company’s website at www.novavax.com.

• The Nominating and Corporate Governance Committee reviews and evaluates its charter annually to ensure its adequacy and accuracy, and is charged with performing an annual self-evaluation with the goal of continuing improvement

QUALIFICATIONS

• Each Nominating and Corporate Governance Committee member is an “independent director,” as defined by the listing standards of the Nasdaq.

Research and Development Committee

Meetings in 2020 -

MEMBERS

• James F. Young, Ph.D.

• David M. Mott

• Richard H. Douglas, Ph.D.

The Research and Development Committee was formed in December 2020 and did not meet or act by written consent in lieu of a meeting in 2020.

PRINCIPAL RESPONSIBILITIES

The primary function of the Research and Development Committee is to:

• review and assess the Company’s research and development programs, with the Committee Chair playing a day-to-day role providing input on key aspects of such research and development programs

• evaluate the Company’s progress in achieving research and development goals and objectives, and make recommendations to the Board on modifications to the Company’s research and development goals and objectives

• review and assess the Company’s intellectual property portfolio and strategy

• review the Company’s regulatory efforts and strategy

• oversee management’s exercise of its responsibility to assess and manage risks associated with the Company’s research and development programs and regulatory matters

• select, retain, and supervise any advisors as the Committee deems necessary, in its discretion, to fulfill its mandates under its Charter, and compensate, at the expense of the Company, such advisors 

The Research and Development Committee’s goal is to contribute to the Company’s development of a robust intellectual property portfolio, and to play a leadership role in shaping the Company’s research and development programs and strategies.

CHARTER

• The Research and Development Committee acts pursuant to a written charter as adopted by the Board; a current copy of the charter is available on the Company’s website at www.novavax.com.

• The Research and Development Committee reviews and evaluates its charter annually to ensure its adequacy and accuracy, and is charged with performing an annual self-evaluation with the goal of continuing improvement

QUALIFICATIONS

• Each Research and Development Committee member is an “independent director,” as defined by the listing standards of the Nasdaq.

Nomination Procedures

Stockholders who wish to nominate qualified candidates to serve as directors may do so in accordance with the procedures set forth in the Company’s Amended and Restated By-Laws (“By-Laws”), which procedures did not change during the last fiscal year. As stated in the By-Laws, a stockholder must notify the Company in writing, by notice delivered to the attention of the Secretary of the Company at the address of the Company’s principal executive offices, of a proposed nominee.

In order to ensure meaningful consideration of such candidates, notice must be received not less than 60 days nor more than 90 days prior to the anniversary date of the applicable year’s Annual Meeting of Stockholders. However, in the event the date of the applicable year’s Annual Meeting of Stockholders is more than 30 days before or after the anniversary date of the prior year’s Annual Meeting of Stockholders, notice by the stockholder to be timely it must be received not later than the close of business on the 10th day following the day on which such notice of the date of the meeting was mailed or public disclosure of the date of such meeting was made, whichever occurs first.

The notice must include the following information for each proposed nominee:

•

name, age, business and residence address;

	•	his or her principal occupation or employment;
	•	the class and number of shares of capital stock and other securities of the Company, if any, which are beneficially owned by such nominee and whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding has been made, the effect or intent of which is to increase or decrease the voting power or economic interest of, such person with respect to the Company’s securities; and
	•	any other information concerning the nominee that must be disclosed as to nominees in proxy solicitations, or is otherwise required, in each case pursuant to applicable law.

The notice must also include with respect to the stockholder giving the notice and each Stockholder Associated Person:

	•	the name and address, as they appear on the Company’s books, of such stockholder;
	•	a description of all direct and indirect compensation and other material monetary arrangements, agreements or understandings during the past three years, and any other material relationship, if any, between or concerning such stockholder and each Stockholder Associated Person, on the one hand, and each proposed nominee, and his or her respective affiliates and associates, on the other hand;
	•	the class and number of shares of capital stock and other securities of the Company that are owned by such person; and

•

any derivative positions held of record or beneficially by such person and whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding has been made, the effect or intent of which is to increase or decrease the voting power or economic interest of, such person, with respect to the Company’s securities.

For purposes of this Form 10-K Amendment, a “Stockholder Associated Person” of any stockholder means:

(i)

any “affiliate” or “associate” (as those terms are defined in Rule 12b-2 under the Exchange Act) of the stockholder who owns beneficially or of record any capital stock or other securities of the Company or, through one or more derivative positions, has an economic interest (whether positive or negative) in the price of securities of the Company, and

(ii)

any person acting in concert with such stockholder or any affiliate or associate of such stockholder with respect to the capital stock or other securities of the Company.

In addition, any nominee proposed by a stockholder shall complete a questionnaire, in a form provided by the Company. The completed questionnaire shall be submitted within ten days after the Company provides the questionnaire. The Company may require any proposed nominee to furnish other information as may reasonably be required to determine the eligibility of the nominee to serve as a director. Nominations received through this process will be forwarded to the Nominating and Corporate Governance Committee for review.

The Nominating and Corporate Governance Committee strives to maintain a board of directors with a diverse set of skills and qualifications to ensure the board of directors is adequately serving the needs of the Company’s stockholders. Before evaluating director candidates, the Nominating and Corporate Governance Committee reviews the skills and qualifications of the directors currently serving on the Board and identifies any areas of weakness or skills of particular importance. On

the basis of that review, the Nominating and Corporate Governance Committee will evaluate director candidates with those identified skills. While the Nominating and Corporate Governance Committee does not have a formal policy on Board diversity, the committee takes into account a broad range of diversity considerations when assessing director candidates, including individual backgrounds and skill sets, professional experiences, underrepresented classes, and other factors that contribute to the Board having an appropriate range of expertise, talents, diversity, experiences, and viewpoints. The Nominating and Corporate Governance Committee considers the following skills and experiences necessary to the Board: industry knowledge, clinical development expertise, commercialization expertise, manufacturing expertise, financial expertise and capital raising experience, and scientific or medical education and experience, particularly in vaccine-related fields.

While there are no set minimum requirements, a candidate should:

•

be intelligent, thoughtful, and analytical

•

have excelled in both academic and professional settings

•

possess superior business-related knowledge, skills, and experience

	•	demonstrate achievement in his or her chosen field
	•	reflect the highest integrity, ethics, and character
	•	be free of actual or potential conflicts of interest
	•	have the ability to devote sufficient time to the business and affairs of the Company
	•	demonstrate the capacity and desire to represent the best interests of our stockholders as a whole

In addition to the above criteria (which may be modified from time to time), the Nominating and Corporate Governance Committee may consider such other factors as it deems in the best interests of the Company and its stockholders and that may enhance the effectiveness and responsiveness of the Board and its committees. Finally, the Nominating and Corporate Governance Committee must consider a candidate’s independence to make certain the Board includes at least a majority of “independent” directors to satisfy all applicable independence requirements, as well as a candidate’s financial sophistication and special competencies.

The Nominating and Corporate Governance Committee identifies potential candidates through referrals and recommendations, including by incumbent directors, management, and stockholders, as well as through business and other organizational networks. To date, the Nominating and Corporate Governance Committee has not retained or paid any third party to identify or evaluate, or assist in identifying or evaluating, potential director nominees, although it reserves the right to engage executive search firms and other third parties to assist in finding suitable candidates.

Current members of the Board with the requisite skills and experience are considered for re-nomination, balancing the value of the member’s continuity of service with that of obtaining a new perspective, and considering each individual’s contributions, performance and level of participation, the current composition of the Board, and the Company’s needs. The Nominating and Corporate Governance Committee also must consider the age and length of service of incumbent directors.

The Board adopted a policy in 2005 not to re-nominate a director for re-election if such director has served ten years as a director or has reached 75 years of age, unless circumstances exist which cause the Nominating and Corporate Governance Committee to believe that despite such factors, such a nomination was in the best interest of the Company and its stockholders.

If any existing members do not wish to continue in service or if it is decided not to re-nominate a director, new candidates are identified in accordance with those skills, experience, and characteristics deemed necessary for new nominees, and are evaluated based on the qualifications set forth above. In every case, the Nominating and Corporate Governance Committee meets (in person or telephonically) to discuss each candidate and may require personal interviews before final approval. Once a slate of nominees is selected, the Nominating and Corporate Governance Committee presents it to the full Board.

Corporate Governance Guidelines

The Board has adopted corporate governance guidelines that are available on the Company’s website at www.novavax.com.

Code of Business Conduct and Ethics

The Board has adopted a Code of Business Conduct and Ethics (“Code of Ethics”) that applies to each employee, officer, and director, including but not limited to, the Chief Executive Officer and Chief Financial Officer. The Code of Ethics is reviewed at least annually by the Nominating and Corporate Governance Committee. A current copy of the Code Ethics, is available on the Company’s website at www.novavax.com. The Company intends to disclose on its website any future amendments to and waivers of the Code of Ethics that apply to its Chief Executive Officer, Principal Financial Officer and Principal Accounting Officer, and persons performing similar functions.

Stockholder Communications with the Board of Directors

The Board welcomes communications from stockholders and has adopted a procedure for receiving and addressing such communications. Stockholders may send written communications to the entire Board or individual directors, addressing them to:

MAIL

Novavax, Inc.

Attention: Corporate Secretary

21 Firstfield Road

Gaithersburg, Maryland 20878

EMAIL

ir@novavax.com

Mark “Attention: Corporate Secretary” in the “Subject” field

All such communications will be forwarded to the full Board or to any individual director or directors to whom the communication is directed unless the communication is clearly of a marketing nature or is unduly hostile, threatening, illegal, or similarly inappropriate, in which case the Company has the authority to discard the communication or take appropriate legal action.

EXECUTIVE OFFICERS

Our executive officers hold office until the first meeting of the Board following the Annual Meeting of Stockholders and until their successors are duly chosen and qualified, or until they resign or are removed from office in accordance with our By-Laws. The following information outlines our executive officers, their ages and positions as of April 19, 2021, followed by biographical information for each executive officer.



STANLEY C. ERCK	GREGORY M. GLENN, M.D.	JOHN J. TRIZZINO	JOHN A. HERRMANN III
Age 72	Age 67	Age 61	Age 55
President and Chief Executive Officer and Director	President, Research and Development	Executive Vice President, Chief Commercial Officer, Chief Business Officer and Interim Chief Financial Officer	Executive Vice President, Chief Legal Officer and Corporate Secretary

President

and Chief Executive

Officer and Director

STANLEY C. ERCK

CAREER HIGHLIGHTS

Novavax, Inc.

• President and Chief Executive Officer of Novavax, Inc. (April 2011 to present)

• Interim Chief Financial Officer (November 2017 to March 2018)

• Executive Chairman (February 2010 to April 2011)

Iomai Corporation

• President and Chief Executive Officer (2000 to 2008, when it was acquired by Intercell AG)

Mr. Erck previously held leadership positions at Procept, a publicly traded immunology company, Integrated Genetics, now Sanofi Genzyme, and Baxter International

EDUCATION

• M.B.A., University of Chicago

• Bachelor of Science in Economics, University of Illinois

President,

Research and

Development

Gregory M. Glenn, M.D.

CAREER HIGHLIGHTS

Novavax, Inc.

• President, Research and Development (March 2016 to present)

• Senior Vice President, Research and Development (January 2014 to March 2016)

• Senior Vice President, Chief Medical Officer (January 2011 to January 2014)

• Senior Vice President and Chief Scientific Officer (June 2010 to January 2011)

Iomai Corporation, which was acquired by Intercell AG in 2008

• Chief Scientific and Founder

Johns Hopkins University’s School of Public Health

• Associate in International Health

Walter Reed Army Institute of Research

• Clinical and Basic Research Scientist

EDUCATION

• Graduate of the Medical Research Fellowship, Walter Reed Army Institute of Research

• M.D., Oral Roberts University School of Medicine

• Bachelor of Arts in Biology and Chemistry, Whitman College

Executive Vice

President, Chief

Commercial
Officer, Chief
Business Officer

and Interim Chief
Financial Officer

John J. Trizzino

CAREER HIGHLIGHTS

Novavax, Inc.

• Executive Vice President, Chief Commercial Officer and Chief Business Officer (November 2020 to present) and Interim Chief Financial Officer (as of April 2021)

• Senior Vice President, Chief Business Officer and Chief Financial Officer and Treasurer (March 2018 to November 2020)

• Senior Vice President, Commercial Operations (March 2014 to March 2018)

• Senior Vice President, Business Development (August 2010 to September 2011)

• Senior Vice President, International and Government Alliances (July 2009 to September 2011)

ImmunoVaccine, Inc.

• Chief Executive Officer (September 2011 to September 2013)

Medimmune, LLC

• Vice President, Vaccine Franchise

ID Biomedical

• Senior Vice President, Business Development

Henry Schein, Inc.

• Vice President, Business Development in the Medical Group

• Vice President, General Manager, GIV Division

CURRENT DIRECTORSHIPS

• The Maryland Tech Council

EDUCATION

• M.B.A., New York University

• Bachelor of Science, Long Island University, CW Post

Executive Vice
President, Chief
Legal Officer and
Corporate Secretary

John A. Herrmann III

CAREER HIGHLIGHTS

Novavax, Inc.

• Executive Vice President, Chief Legal Officer and Corporate Secretary (June 2020 to present)

• Senior Vice President, General Counsel and Corporate Secretary (June 2014 to June 2020)

• Vice President, General Counsel and Corporate Secretary (March 2012 to June 2014)

• Executive Director, Legal Affairs and Corporate Secretary (April 2010 to March 2012)

Ore Pharmaceuticals

• General Counsel

Gene Logic

• Deputy General Counsel (prior to Gene Logic becoming Ore Pharmaceuticals)

Celera Genomics

• Senior Counsel

Baxter Healthcare

• Senior Corporate Counsel, Renal Division

EDUCATION

• J.D., University of Illinois

• Bachelor of Arts. in Political Science and History, Brown University

Item 11.

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

OVERVIEW

The Compensation Discussion and Analysis (the “CD&A”) discusses the compensation of our five executive officers for 2020 (each a “Named Executive Officer” or an “NEO”):

NEO	Title
Stanley C. Erck	President and Chief Executive Officer
Gregory F. Covino⁽¹⁾	Former Executive Vice President, Chief Financial Officer and Treasurer
Gregory M. Glenn, M.D.	President, Research and Development
John J. Trizzino	Executive Vice President, Chief Commercial Officer, Chief Business Officer and Interim Chief Financial Officer
John A. Herrmann III	Executive Vice President, Chief Legal Officer and Corporate Secretary

⁽¹⁾Effective April 12, 2021, Mr. Covino stepped down from his position as our Executive Vice President, Chief Financial Officer and Treasurer and will remain with the Company as an executive advisor. As of this same date, Mr. Trizzino was appointed interim Chief Financial Officer of the Company.

The CD&A reviews:

• the Company’s executive compensation philosophy

• the objectives and operation of the compensation program

• how compensation was set for 2020

• the various elements of compensation paid to the executive officers for services during 2020.

EXECUTIVE COMPENSATION PROGRAM

Our executive compensation program is designed to attract, retain, and reward highly qualified executives in an extremely competitive recruitment and retention market to achieve the Company’s mission, vision, and goals. We maintain a compensation philosophy that rewards Company performance as it relates to key performance goals.

The Compensation Committee believes the components of our executive compensation program provide the tools needed to deliver performance-vesting compensation to retain and reward high-performing executives, align with general industry practices, and benefit our stockholders.

2020 Performance Highlights

2020 was an extraordinary year beset by profound challenges and uncertainty. We confronted challenges retaining remaining employees, including senior team members, following, in 2019, disappointing Phase 3 clinical trial results for ResVax for prevention of RSV disease in infants via maternal immunization and the sale of manufacturing assets and capabilities to Catalent Biologics’ Paragon Gene Therapy unit (including the transfer of leases to two Novavax product development and manufacturing facilities and over 100 Novavax employees). Following the emergence of the COVID-19 pandemic, the Board determined to focus Novavax on developing a COVID-19 vaccine and to seek to retain the team necessary to advance these efforts. Despite the impediments created by the COVID-19 pandemic and the company-specific challenges we faced entering 2020, we produced remarkable operational results in 2020, resulting in significant value creation for our stockholders. The Compensation Committee believes that the 2020 compensation of all our employees, including our Named Executive Officers, is appropriate not only due to the achievement of critical milestones under exceedingly difficult conditions, but also because it serves to continue to encourage their extraordinary efforts towards the achievement of our key priorities and anticipated milestones in 2021 and beyond. Over the past year, we leveraged our years of vaccine expertise to help global health authorities address, control and eradicate the SARS-CoV-2 virus. These efforts are reflected by the following highlights:

We responded to the COVID-19 pandemic at an unprecedented pace, engineering a recombinant protein subunit-based vaccine, NVX-CoV2373, within one month of the SARS-CoV-2 sequence being published in early 2020.

We successfully secured over $2 billion of funding from partners including the Coalition for Epidemic Preparedness (CEPI), the Bill and Melinda Gates Foundation, and the U.S. government through both Operation Warp Speed and the Department of Defense.

We advanced our coronavirus vaccine candidate (“NVX-CoV2373”) through various clinical trials including into three efficacy trials globally, as well as scaled our manufacturing capabilities.

Over the course of 2020, our employee base grew at a rapid pace. We began 2020 with approximately 150 employees and ended the year with almost 700 employees globally.

We acquired Novavax CZ (formerly, Praha Vaccines, a.s.) in the Czech Republic, including a 150,000-square foot state of the art vaccine and biologics manufacturing facility and other support buildings, along with the existing employees and all related and required infrastructure.

Throughout 2020 and continuing into 2021, we built a global supply chain comprised of manufacturing sites and partners across over 10 countries. Through these efforts, our projected manufacturing capacity is over 2 billion annualized doses.

We secured licensing agreements in 2020 and early 2021 with the Serum Institute of India (Serum), SK bioscience, and Takeda Pharmaceutical Company Limited (Takeda) for supply of NVX-CoV2373 in India, South Korea and Japan, respectively.

We successfully demonstrated remarkable results in terms of NVX-CoV2373’s safety and efficacy. In our U.K. Phase 3 clinical trial initiated in September 2020, we demonstrated 96% efficacy against the original strain of COVID-19 and 86% efficacy against the B.1.1.7 variant strain. In volunteers 65 years of age and older, 10 cases of COVID-19 were observed, with 90% of those cases occurring in the placebo group.

We gathered critical data from our Phase 2b clinical trial initiated in South Africa in August 2020, when the B.1.351 variant was widely circulating. In this trial, we demonstrated efficacy of 55% in the portion of the study population that was HIV-negative, as well as efficacy of 49% in the overall trial population. There were no severe cases of disease in the vaccine arms of our U.K. Phase 3 or South Africa Phase 2b trials.

In late 2020, we initiated our PREVENT-19 pivotal Phase 3 trial in the U.S. and Mexico, and in early 2021, we completed enrollment in a diverse study population of 30,000 participants underscoring our commitment to serving diverse populations.

2020 Pay Decisions

In early 2020, Novavax faced substantial challenges. When the COVID-19 pandemic hit, we decided to pivot to developing a COVID-19 vaccine, despite our very limited resources and the high level of risk inherent in the undertaking.

During 2020, we maintained an executive compensation program designed to provide incentives that were necessary to retain key employees to avoid disruption to the Company’s important work around COVID-19, as described above. In April 2020, in acknowledgment of the extraordinary work of our employees to implement a new vaccine program against SARS-CoV-2, our Compensation Committee approved a grant of performance-vesting equity awards to our employees, including a grant of stock options to our Named Executive Officers. Our Compensation Committee will continue to monitor our executive compensation program and consider further changes as our business continues to evolve in the future, including a focus on including financial metrics in our annual incentive plan as we expand our commercial operations.

We conducted our most recent advisory vote on executive compensation at our 2020 Annual Meeting of Stockholders. Our Board and our Compensation Committee value the opinions of our stockholders. Close attention was given to the outcome of this vote even though it is non-binding. Approximately 88% of the votes cast on the advisory vote on executive compensation were in favor of our Named Executive Officer compensation as disclosed in our 2020 proxy statement.

We continued our stockholder outreach in late 2020 to discuss topics related to our business, corporate governance, and executive compensation. Stockholder feedback is important, and the information we glean from these engagements is highly valued. Certain of our stockholders had previously expressed a preference for performance-vesting long-term compensation (as compared to time-vesting). Accordingly, as further discussed below in this CD&A, consistent with 2019, in April 2020 the Compensation Committee awarded performance-vesting awards to our executive officers.

OBJECTIVES OF THE EXECUTIVE COMPENSATION PROGRAM

The Compensation Committee believes the compensation for our executive officers should be designed to attract, motivate, incentivize and retain highly qualified executive officers responsible for the success of Novavax and should be determined within a framework that rewards performance and aligns the interests of the executive officers with the interests of the Company’s stockholders.

Within this overall philosophy, the Compensation Committee’s objectives are to:


Attract and retain highly qualified executives		Reward executives for meeting strategic goals and objectives		Reward strong individual performance		Align executives’ interests with those of our stockholders

Attract and Retain Highly Qualified Executives

Our executive compensation program is designed to attract, motivate, and retain, from a limited pool of resources, individuals who are highly experienced with proven records of success, and to provide total compensation that is competitive with Company peers within the biotechnology and pharmaceutical industries.

Reward Executives for Meeting Strategic Goals and Objectives of the Company

The Compensation Committee believes a significant portion of an executive officer’s total compensation should reflect overall Company performance. The executive compensation program rewards the Company’s executive officers for achieving specified corporate performance goals, as well as goals that fall within their individual functional areas. Incentives are based on meeting criteria in each of these categories and reflect the executive officer’s overall contribution to the Company. As described above, because of the unprecedented and dedicated activity of the Company’s employees related solely to the development of NVX-CoV2373, the Company’s vaccine candidate against SARS-CoV2, on a global scale, the strategic goals for purposes of our executive compensation plans centered around this main Company objective.

Align Executives’ Interests with Those of Our Stockholders

The Compensation Committee believes that Novavax’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. The Compensation Committee granted equity awards to our Named Executive Officers in April 2020 in the form of performance-vesting stock options and in December 2020 in the form of time-vesting stock options and RSUs. We consider grants of stock options to align the interests of our executives with our stockholders’ interest because value is created in such grants when the value of the Company’s common stock, par value $0.01 (the “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.

In April 2020, our NEOs (other than Mr. Covino, who was not then employed by the Company) received performance-vesting stock options that became eligible to vest upon the initiation of a Phase 2 clinical trial of the Company’s vaccine candidate against SARS-CoV-2 and will vest 50% on August 24, 2021 and 50% on August 24, 2022, the first and second anniversaries of such initiation, subject to the executive officer’s continued service through the vesting date.

In December 2020, our NEOs (other than Mr. Covino, who was not eligible for an annual grant and who received equity awards in connection with his appointment) received the following equity awards:

(i)

time-vesting RSU grants that will vest in equal annual installments on the first, second, and third anniversary of the grant date, subject to continued service through the vesting date;

(ii)

time-vesting stock options that 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, subject to continued service through the vesting date, as further discussed in the section entitled “Elements of Compensation – Equity Awards” below.

For a discussion of all equity grants made to our NEOs during 2020, see “Equity Awards” below.

OVERSIGHT AND OPERATION OF THE EXECUTIVE COMPENSATION PROGRAM

The Compensation Committee is appointed by the Board to assist in the development, review and approval of the compensation of the Company’s directors, officers, and employees, as well as the development and administration of the Company’s compensation plans. For details on the Compensation Committee’s oversight of the executive compensation program, see the section titled “Information Regarding the Board and Corporate Governance Matters — Compensation Committee” beginning on page 8 of this Form 10-K Amendment.

The Chief Executive Officer (the “CEO”) evaluates and provides to the Compensation Committee performance assessments and compensation recommendations for each executive officer other than himself. The Chairman of the Board evaluates the CEO’s performance and makes compensation recommendations for the CEO to the Compensation Committee. The Compensation Committee considers the CEO’s and the Chairman’s recommendations, information provided by the Human Resources team, and advice provided by its compensation consultant in its deliberations regarding executive compensation and recommends to the Board the compensation of the executive officers based on such deliberations. The Board determines executive compensation based on the recommendation of the Compensation Committee. In 2020, the CEO and the Executive Vice President, Chief Human Resources Officer generally attended Compensation Committee meetings, but were not present for executive sessions or any discussion of their own compensation.

PROCESS FOR SETTING EXECUTIVE COMPENSATION

Generally, compensation packages for each executive officer are analyzed and discussed separately at the first Compensation Committee meeting each year. Prior to that meeting, an independent compensation consultant performs a comprehensive competitive analysis on the compensation package for each executive officer. In September 2016, the Compensation Committee retained Radford, a part of the Total Rewards practice at Aon plc (“Radford”), to conduct annual analyses of each executive’s compensation and provide ongoing compensation support. In the fourth quarter of 2020, Radford completed a thorough competitive analysis for 2021 executive compensation, and this analysis was used by the Compensation Committee to inform decisions made regarding the type and amount of equity granted to executive officers in December 2020.

Survey Data

When determining overall compensation for 2020, the Compensation Committee reviewed analysis based on a combination of compensation survey data and peer group data provided by Radford, with survey data provided through the Radford Global Life Sciences Survey (the “Survey”). The Survey provides total compensation and practices data for more than 900 life sciences companies and more than 600,000 individuals. Global market data is available for 50 countries and positions at the executive, management, professional, sales, and support levels, as well as overall

compensation practices. Target industries include biotechnology, pharmaceutical, diagnostic and clinical research organizations. In 2018, Radford used a customized selection of Survey data comprised of public biopharmaceutical companies with 100-1,000 employees and a market capitalization of $200M-$1.5 billion to better align the Survey data with Novavax’s compensation programs.

Radford benchmarks each executive officer’s current compensation against the 50th percentile of the Survey and available peer group data. The Compensation Committee believes this is a common reference point among biotechnology companies similar in size to Novavax. The Company remains competitive by targeting the 50th percentile of the Survey data.

Peer Data

The Compensation Committee also considered peer group data in making its executive compensation decisions in 2020. In doing so, the Compensation Committee used comparative compensation information from a relevant peer group of companies (the “Peer Group”). The Compensation Committee selected the companies in the Peer Group with the assistance of Radford 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 2020 consists of the following 17 companies, all with a market cap up to approximately 3x of Novavax’s market capitalization as of September 17, 2020:


• Acceleron Pharma	• Emergent BioSolutions	• Moderna
• Alnylam Pharmaceuticals	• Exelixis	• Nektar Therapeutics
• BioMarin Pharmaceutical	• FibroGen	• Neurocrine Biosciences
• bluebird bio	• Immunomedics	• Sarepta Therapeutics
• ChemoCentryx	• Inovio Pharmaceuticals	• United Therapeutics
• Dynavax Technologies	• Ionis Pharmaceuticals

Internal Equity

The Compensation Committee considers internal equity when determining executive compensation to ensure the Company is fair in its compensation practices across roles similar in scope and level of responsibility.

Independent Compensation Analysis

As required by rules adopted by the SEC under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the Compensation Committee engaged Radford after assessing Radford’s independence. Based upon this assessment, it was determined the engagement of Radford did not raise any conflicts of interest or similar concerns. The Compensation Committee assesses Radford’s independence and potential conflicts of interest on a regular basis, no less than annually.

Radford was authorized by the Compensation Committee to work with certain executive officers of the Company, as well as other employees in the Company’s Human Resources, Legal, and Finance departments in connection with Radford’s work on behalf of the Compensation Committee.

WHAT THE COMPENSATION PROGRAM IS DESIGNED TO REWARD

Company Performance

The executive compensation program is designed to reward both individual and Company performance. Because of the key roles the executive officers play in the success of the Company, a significant portion of the achievement of corporate goals is reflective of the executive officers’ individual performance. Accordingly, a significant portion of an executive officer’s total compensation package is based on the Company’s performance and the achievement of certain corporate goals. During 2020, in recognition of the unprecedented and dedicated activity of the Company’s employees related solely to the development of NVX-CoV2373, the Company’s vaccine candidate against SARS-CoV2, on a global scale, the Board determined that traditional corporate objectives would not be set and instead set a single corporate objective to develop NVX-CoV2373 (“2020 Objective”). This 2020 Objective is described below under “2020 Performance and Outcomes.”

Individual Performance

Typically, the CEO recommends individual performance goals and objectives for executive officers other than himself at the beginning of the year, and, in the first quarter of the following year, reviews each executive officer’s achievement of specific performance goals and objectives. Because of his key role in the overall success of the Company, the CEO’s performance goals and objectives typically are the same as the Company’s performance goals. As described above, for 2020, all our NEOs’ incentive compensation was based entirely on achievement of the 2020 Objective and the discretion of the Compensation Committee.

2020 PERFORMANCE AND OUTCOMES

During the first quarter of 2021, the Compensation Committee reviewed the Company’s performance related to the 2020 Objective. The following table summarizes its conclusions regarding this objective:

2020 Objective	Weight	Achievement	Percent	Explanation
Development of NVX- CoV2373	100%	Exceeded objective	150%	Over $2B in funding secured Acquired Novavax CZ Established global supply chain of 2B potential doses of NVX-CoV2373 at full production capacity Over 50,000 participants enrolled in COVID-19 clinical trials Onboarded approximately 525 employees globally, representing a 311% growth rate Successful UK Phase 3 NVX-CoV2373 results that met primary endpoint and key secondary endpoints Successful South African Phase 2b NVX-CoV2373 results that met primary endpoint
Total	100%		150%

ELEMENTS OF COMPENSATION

The Compensation Committee believes the most effective executive compensation program is one that:

•

provides a competitive base salary

•

rewards the achievement of established annual and long-term goals and objectives

•

provides an incentive for retention

For this reason, the executive compensation program is comprised of three primary elements:

(i)

base salary

(ii)

an incentive cash bonus program

(iii)

equity awards

The Compensation Committee believes these three elements are the most effective combination to motivate and retain executive officers.

The Compensation Committee has not adopted any formal guidelines for allocating total compensation between equity compensation and cash compensation, but generally seeks to provide an overall executive compensation package designed to attract, motivate, and retain highly qualified executive officers, to reward them for performance over time, and to align the interests of the executive officers with the interests of our stockholders.

Base Salary

The Compensation Committee’s philosophy is to maintain base salaries at a competitive level sufficient to recruit and retain individuals possessing the skills and capabilities necessary to achieve the Company’s goals over the long term.

The base salaries for the NEOs as of December 31, 2020 were:

Executive	Base Salary ($)	Percentage Increase in Base Salary from December 31, 2019
Stanley C. Erck	662,000	3.0%
Gregory F. Covino⁽¹⁾	440,000	—
Gregory M. Glenn, M.D.	487,000	3.0%
John J. Trizzino⁽²⁾	430,000	9.3%⁽²⁾
John A. Herrmann III⁽³⁾	415,000	8.8%⁽³⁾

(1)	Mr. Covino was hired as the Company’s Executive Vice President, Chief Financial Officer and Treasurer in November 2020. His base salary was determined after reviewing the Survey.

(2)	In June 2020, the Board approved Mr. Trizzino’s promotion to Executive Vice President, Chief Business Officer and Chief Financial Officer. Mr. Trizzino’s additional responsibilities in his new role, along with the growth of the Company and the related increase in the complexity of the chief financial officer and chief business officer position, his individual performance, and a review of the Survey data, were factors used by the Compensation Committee in its decision to increase his base salary on July 1, 2020. On November 7, 2020, upon Mr. Covino’s acceptance of his offer letter and employment agreement, the Company determined that Executive Vice President John J. Trizzino would transition from his role of Chief Financial Officer and take on the newly created role of Chief Commercial Officer, in addition to continuing his role as Chief Business Officer, effective November 16, 2020.

(3)

In June 2020, the Board approved Mr. Herrmann’s promotion to Executive Vice President, Chief Legal Officer and Corporate Secretary. Mr. Herrmann’s additional responsibilities for his new role, including overseeing the Company’s global program management and business development departments beginning in June 2020, along with the growth of the Company and the complexity of his new position, his individual performance, and a review of the Survey data, were factors used by the Compensation Committee in its decision to increase his base salary on July 1, 2020.

Incentive Cash Bonus Program

The incentive cash bonus program is designed to motivate and reward executive officers for the achievement of specific corporate and, for our executive officers other than our CEO, individual objectives. As described below, for purposes of 2020 bonuses, individual objectives were not taken into account. 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.

As described above, for 2020, in recognition of the unprecedented and dedicated activity of the Company’s employees related solely to the development of NVX-CoV2373, the Company’s vaccine candidate against SARS-CoV2, on a global scale, the Board determined that traditional corporate objectives would not be set and instead set a single corporate objective, the 2020 Objective, to develop this vaccine, as described above. In reviewing the Company’s achievement against the 2020 Objective during the first quarter of 2021, the Compensation Committee determined that the 2020 Objective was achieved at a level of 150% of target, based on the achievements described above under “2020 Performance and Outcomes”.

A target bonus for each named executive officer is set at a percentage of the executive officer’s base salary, with such percentages being based on market data, although the ultimate amount of any bonus payout is at the discretion of the Compensation Committee. The Compensation Committee believes the higher the individual’s position within Novavax, the more closely his or her bonus award should be tied to the Company’s success.

The 2020 NEO bonus targets, which remained unchanged from 2019, and actual incentive cash bonus awards received, based on the achievement of the 2020 Objective, as described above, were as follows:

Executive	Bonus Target as Percentage of Base Salary	Incentive Cash Bonus Award Received ($)
Stanley C. Erck	60.0%	591,463
Gregory F. Covino⁽¹⁾	40.0%	33,000
Gregory M. Glenn, M.D.	50.0%	362,582
John J. Trizzino	40.0%	249,535
John A. Herrmann III	40.0%	241,705

(1)	Mr. Covino was hired as the Company’s Executive Vice President, Chief Financial Officer and Treasurer in November 2020. For 2020, Mr. Covino’s annual bonus was pro-rated for the portion of the year he was employed by the Company.

Equity Awards

Equity awards are a fundamental incentive element 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 key executives. In addition, they are crucial to a competitive compensation program for executive officers because they act as a powerful retention tool. Most importantly, given the significant and high potential outcome the Company faces around its development of NVX-CoV2373, its vaccine candidate for the SARS-CoV-2 virus responsible for the COVID-19 pandemic, as well as the ongoing efforts to attain licensure for its nanoparticle seasonal quadrivalent influenza vaccine candidate (“NanoFlu™” vaccine), the Compensation Committee

believes that equity awards create appropriate incentives for rewarding our executives for increases in stock performance as a result of our efforts towards improved global health and align the executives’ interests with those of our stockholders.

In the case of stock options, the executive officers are further motivated by the potential appreciation in stock price above the exercise price of the stock options. To encourage continued employment, equity grants to executive officers, other than retention- and performance-vesting grants, typically require the executive to remain an employee of the Company for three or four years before the award is fully vested. In addition, the Compensation Committee may grant equity awards that vest as the Company achieves certain performance milestones. The Compensation Committee believes it is important to tie the long-term benefit potentially realizable by the executive to a long-term commitment with Novavax.

Annual equity grants are awarded to executive officers at the discretion of the Board upon a recommendation by the Compensation Committee or at the discretion of the Compensation Committee pursuant to the authority delegated by the Board. In making its recommendations or determinations, the Compensation Committee considers Company performance, competitive data, and the individual’s scope of responsibility and continuing performance. With guidance from Radford based on its analysis of competitive data, annual equity awards were awarded to all eligible employees including the NEOs, in December 2020.

The following table contains information about the grant, vesting, and forfeiture of outstanding performance-vesting awards as of December 31, 2020:

	Number of S	hares
Non-vested at December 31, 2016	55,000
Granted	―
Vested	―
Forfeited	(6,250)
Non-vested at December 31, 2017	48,750
Granted	―
Vested	―
Forfeited	―
Non-vested at December 31, 2018	48,750
Granted	38,758
Vested	―
Forfeited	(31,009)
Non-vested at December 31, 2019	56,499
Granted	830,000
Vested	(40,243)
Forfeited	(16,256)
Non-vested at December 31, 2020	830,000

Stock Options

In April 2020, in acknowledgment of the extraordinary work of our employees to implement a new vaccine program against SARS-CoV-2, our Compensation Committee approved a grant of performance-vesting stock options to our employees, including to our NEOs (other than Mr. Covino, who was not then employed by the Company). The stock options vest subject to the satisfaction of a performance-based vesting requirement, followed by time-based vesting. The performance metric required the Company to initiate a COVID-19 Phase 2 clinical trial within twelve (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, fifty percent (50%) of the shares

underlying the stock option will vest on August 24, 2021, the first anniversary of the initiation date, and the remaining fifty percent (50%) of the shares underlying the stock option will vest on August 24, 2022, the second anniversary of the initiation date, in each case subject to continued service with the Company through such vesting date. The following table contains the performance-vesting stock options granted to each NEO:

Executive	Performance-Vesting Stock Options
Stanley C. Erck	400,000
Gregory F. Covino ⁽¹⁾	―
Gregory M. Glenn, M.D.	165,000
John J. Trizzino	140,000
John A. Herrmann III	125,000

	(1)	Mr. Covino was hired as the Company’s Executive Vice President, Chief Financial Officer and Treasurer in November 2020.

In November 2020, the Board granted 8,200 time-vesting stock options to Mr. Covino pursuant to his appointment as the Company’s Executive Vice President, Chief Financial Officer, and Treasurer. The stock options will vest as to 25% of the shares underlying the option on the first anniversary of the grant date and as to the remaining 75% in equal monthly installments over a three-year period subject to continued service with the Company through such vesting date.

In December 2020, the Compensation Committee awarded to each Named Executive Officer, other than Mr. Covino, an option to purchase Common Stock. The stock options vest as to 25% of the shares underlying the option on the first anniversary of the grant date and as to the remaining 75% in equal monthly installments over a three-year period, subject to continued service with the Company through the applicable vesting date. The following table contains the time-vesting stock options granted to each NEO:

Executive	Time-Vesting Stock Options
Stanley C. Erck	41,700
Gregory F. Covino ⁽¹⁾	―
Gregory M. Glenn, M.D.	18,700
John J. Trizzino	9,500
John A. Herrmann III	12,700

(1)

Mr. Covino was hired as the Company’s Executive Vice President, Chief Financial Officer and Treasurer in November 2020, and was therefore not eligible for an annual equity grant.

Restricted Stock Units

In June 2020, the Compensation Committee awarded Mr. Trizzino 2,500 time-vesting RSUs in connection with his promotion to Executive Vice President, Chief Business Officer and Chief Financial Officer and his assumption of additional responsibilities for his new role; and awarded Mr. Herrmann 2,500 time-vesting RSUs in connection with his promotion to Executive Vice President, Chief Legal Officer and Corporate Secretary and his assumption of additional responsibilities for his new role. The RSUs vest in three equal annual installments on the first three

anniversaries of the date of grant, in each case subject to continued service with the Company through the applicable vesting date.

In November 2020, the Board awarded Mr. Covino 7,300 time-vesting RSUs in connection with his appointment as the Company’s Executive Vice President, Chief Financial Officer, and Treasurer. The RSUs vest in three equal annual installments on the first three anniversaries of the date of grant, in each case subject to continued service with the Company through the applicable vesting date.

In December 2020, the Compensation Committee recommended to the Board to include the executive officers in our annual grant process in order to further promote the retention of key leadership talent to support the Company’s 2020 Objective. In December 2020, the Board awarded the executive officers time-vesting RSUs that vest in three equal annual installments on the first three anniversaries of the date of grant, subject to continued service with the Company through the applicable vesting date. The following table contains the RSUs granted to each NEO:

Executive	Time-Vesting RSUs
Stanley C. Erck	20,900
Gregory F. Covino ⁽¹⁾	―
Gregory M. Glenn, M.D.	9,300
John J. Trizzino	4,800
John A. Herrmann III	6,300

(1)

Mr. Covino was hired as the Company’s Executive Vice President, Chief Financial Officer and Treasurer in November 2020, and was therefore not eligible for an annual equity grant.

Clawback Policy

On April 26, 2017, the Board adopted a policy providing that, if the Company is required to prepare an accounting restatement due to material non-compliance with financial reporting requirements under applicable securities laws, with respect to any cash bonus or other cash compensation paid or awarded, or equity-based bonus or other equity-based incentive compensation that was exercised, vested or settled, within six months preceding such restatement, and that was granted or earned or became vested based wholly or in part upon the attainment of any financial reporting measure, if the recipient of such cash or equity-based bonus or other cash or equity-based incentive compensation engaged in fraud, intentional misconduct, or gross negligence that caused or partially caused the need for the restatement, the Board generally may seek reimbursement of any amount paid under an award in excess of what would have been paid had such material noncompliance not occurred.

Perquisites and Other Personal Benefits

The Company does not have any executive perquisite programs. From time to time, on a limited or exception basis, it may decide to provide other benefits that are related to a business purpose or are customary among peer public companies that may otherwise be considered perquisites. All of the NEOs are eligible to participate in the Company’s benefit plans offered to all employees, including health, dental and vision insurance, a prescription drug plan, flexible spending accounts, short- and long-term disability, life insurance, and a 401(k) plan. The NEOs are also eligible to participate in the Company’s Amended and Restated 2013 Employee Stock Purchase Plan (the “ESPP”).

Employment Agreements and Severance Benefits

As of December 31, 2020, the Company had employment agreements in place with all of the NEOs. The employment agreements provide for certain payments if the NEO is terminated by the Company without cause or leaves for good reason. The terms of these agreements are described in greater detail in the section titled “Overview of Employment and Change in Control Agreements.” All of the NEOs are “at will” employees.

The Company has established a Change in Control Severance Benefit 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 NEOs participate in the Change in Control Severance Benefit Plan.

Tax and Accounting Implications

Section 162(m) limits to $1 million the amount a company may deduct for compensation paid to certain current and former executive officers, subject to certain limited exceptions. The Compensation Committee believes its primary responsibility is to provide a compensation program that attracts, retains and rewards the executives necessary for our success. Accordingly, the Compensation Committee has authorized, and will continue to authorize, compensation arrangements that are not deductible in whole or in part. The Compensation Committee may consider the accounting implications of significant equity-related compensation decisions.

Prohibition on Hedging and Pledging Our Common Stock

Our insider trading policy prohibits all directors, officers and other employees from engaging in hedging of Common Stock or similar transactions that transfer to another, in whole or in part, any of the economic consequences of ownership of Common Stock, such as put and call options and short and long sales, convertible debentures or preferred stock and debt securities (debentures, bonds and notes). Further, our insider trading policy provides that no director, executive officer or vice president may engage in any transaction involving pledging of Common Stock.

Compensation Risk Assessment

The Compensation Committee regularly reviews the Company’s compensation and benefits programs, policies and practices, including its executive compensation program and its incentive-based compensation programs for its executive officers, to determine whether such programs, policies and practices create risks that are reasonably likely to have a material adverse effect on the Company. Our compensation and governance-related policies are enhanced by our clawback policy, described in the section titled “Elements of Compensation — Clawback Policy” on page 31 of this Form 10-K Amendment, as well as a policy prohibiting hedging and pledging of our securities by our directors and officers, including our NEOs. Based on its assessment, the Compensation Committee does not believe that our compensation programs, policies and practices, in conjunction with our existing processes and controls, create risks that are reasonably likely to have a material adverse effect on our business and operations.

Compensation Committee Interlocks and Insider Participation

During 2020, Dr. Douglas, Ms. King, Mr. McManus, Mr. Mott and Dr. Young served as members of the Compensation Committee. None of the members of the Compensation Committee were at any time during 2020 an employee or executive officer of Novavax.

No executive officer of the Company currently serves, or during 2020 served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of the Company’s Board or Compensation Committee.

Stockholder Outreach

Active stockholder outreach and interaction is paramount to Novavax’s investor relations strategy. Consistent with that, Novavax attended nine investor conferences in 2020, the majority of which included presentations and opportunities to meet with institutional investors in virtual one-on-one settings. Novavax further conducted one non-

STOCKHOLDER OUTREACH FORUMS

• Nine investor conferences, with presentations and one-on-one meetings with institutional investors

• One non-deal roadshow in the U.S.

SEC Form 10-K/A filed by Novavax, Inc. (Amendment)