Charles W. Newton
NOVAVAXAbout Charles W. Newton
Independent Class III Director at Novavax (NVAX); age 54; appointed April 25, 2025; finance and capital markets specialist. Background includes CFO of Lyell Immunopharma since February 2021 and over two decades leading healthcare investment banking teams at Bank of America, Credit Suisse, and Morgan Stanley. Education: MBA (Tuck School of Business, Dartmouth) and BS in Finance (Miami University). Other current public company boards: Coherus BioSciences (CHRS) and 2seventy bio (TSVT).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lyell Immunopharma, Inc. | Chief Financial Officer | Feb 2021 – Present | Finance leadership for cell therapy; capital markets oversight |
| Bank of America | Managing Director & Co-Head, Healthcare Investment Banking (Americas) | Nov 2015 – Feb 2021 | Led dealmaking across biopharma; cross-border transactions |
| Credit Suisse | Managing Director & Co-Head, Healthcare Investment Banking (Americas) | Sep 2010 – Nov 2015 | Built healthcare coverage; complex financings |
| Morgan Stanley | Managing Director & Head, Western Region Healthcare Investment Banking | Jun 1996 – Sep 2010 | Led regional healthcare IB; IPOs and M&A |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Coherus BioSciences (CHRS) | Director | Current | Public company board experience |
| 2seventy bio, Inc. (TSVT) | Director | Current | Oncology/cell therapy board perspective |
Board Governance
- Board class and tenure: Class III Director; appointed April 25, 2025; independent under Nasdaq rules .
- Committee assignments: None indicated in the proxy summary at the time of filing (columns show no committee memberships for Newton) .
- Board leadership: Independent Chairperson is Margaret G. McGlynn (since 2025); committees chaired by independent directors .
- Attendance and engagement: Board held 20 meetings in 2024; Board committees held an aggregate of 22 meetings; company reports directors attended at least 75% of meetings they were eligible to attend in 2024 (Newton joined in 2025) .
- Executive sessions: Regular executive sessions of independent directors; Audit and Compensation Committees hold executive sessions .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer – Board member | $55,000 | Standard non-employee director retainer |
| Annual cash retainer – Board Chair | $102,500 | Applies to Chair only |
| Committee chair retainers | Audit $25,000; Compensation $20,000; Nominating & Corporate Governance $12,500; Research & Development $15,000 | Per policy; Newton had no committee assignments at filing |
| Committee member retainers | Audit $12,000; Compensation $10,000; Nominating & Corporate Governance $5,000; Research & Development $7,500 | Per policy |
| Meeting fees | $0 | No per-meeting fees; reasonable expenses reimbursed |
| Stock-in-lieu election | 50% or 100% of annual cash fees can be elected to be paid in common stock | Granted quarterly in arrears using 10-day average price |
Performance Compensation
- Program structure: Non-employee directors receive equity grants with time-based vesting; no performance metrics (TSR, revenue, etc.) apply to director awards .
- Annual equity awards: Approximate grant date fair value ~$350,000 (options + RSUs); annual grants vest in full one year after grant .
- Initial equity awards for new directors: 1.5x annual grant ($525,000) with vesting in three equal annual installments .
| Grant Type | Grant Date | Shares/Units | Value/Terms | Vesting |
|---|---|---|---|---|
| Initial Option | Apr 25, 2025 | 42,840 options | Aggregate initial equity target ~$525,000 (options + RSUs combined) | 3 equal annual installments over 3 years |
| Initial RSU | Apr 25, 2025 | 28,560 RSUs | Aggregate initial equity target ~$525,000 (options + RSUs combined) | 3 equal annual installments over 3 years |
| Annual Option (policy) | Next eligible in Q2 2026 | Determined by Board; typical mix | Annual aggregate equity value ~$350,000 | 1-year cliff vest |
| Annual RSU (policy) | Next eligible in Q2 2026 | Determined by Board; typical mix | Annual aggregate equity value ~$350,000 | 1-year cliff vest |
No director performance metrics (e.g., EBITDA, TSR) are tied to Newton’s compensation; grants are time-based to support alignment and retention .
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict Commentary |
|---|---|---|
| Coherus BioSciences (CHRS) | Director | No Novavax-related party transactions disclosed involving Newton; Board determined independence |
| 2seventy bio (TSVT) | Director | As above; independence affirmed; no Item 404(a) related-party interest |
Expertise & Qualifications
- Accounting/Financial/Investment experience; Executive leadership; Industry experience; Cybersecurity/IT/AI; Public company board experience (skills matrix marks) .
- Capital markets expertise from senior healthcare investment banking roles across major bulge-bracket platforms .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Charles W. Newton | — | * (<1%) | As of April 21, 2025; initial grants occurred April 25, 2025 (post-cutoff); beneficial ownership includes exercisable/vestable within 60 days |
- Stock ownership guidelines: Directors must hold shares equal in value to a multiple of annual cash retainer within five years of becoming subject; unvested RSUs count toward compliance; retention of at least 50% of net shares until guidelines met. As of Dec 31, 2024, covered executives and non-employee directors were in compliance or within the grace period (Newton became a director in 2025 and will be subject to the guidelines) .
Governance Assessment
- Independence and conflicts: Board affirmatively determined Newton is independent; no material direct or indirect interest in related-party transactions requiring disclosure under Item 404(a) at appointment. Audit Committee oversees any related-party transactions; none disclosed involving Newton .
- Alignment: Initial and annual equity grants with time-based vesting, stock ownership guidelines, and strict anti-hedging/anti-pledging policies promote alignment with shareholders .
- Board effectiveness: Adds deep finance and healthcare capital markets expertise amid Novavax’s partnership- and licensing-focused strategy; complements existing board skills matrix across finance, public boards, and cybersecurity/IT/AI .
- Attendance and engagement: Strong overall board cadence (20 meetings in 2024) and committee activity; independent committee leadership and executive sessions support robust oversight (Newton appointed in 2025; individual 2024 attendance not applicable) .
- Say-on-pay signal: 73.5% support in 2024; continued shareholder outreach, indicating moderate but supportive sentiment toward compensation practices (director program reviewed against Pearl Meyer peer data) .
RED FLAGS
- Shares pledged/hedged: Company prohibits hedging and pledging by directors; no pledging disclosed for Newton .
- Related party transactions: None disclosed involving Newton; Audit Committee controls such approvals .
- Option repricing: Company states it does not reprice underwater options without shareholder approval .
Notes on Committee Roles
- As of the proxy summary, Newton had no committee assignments; any future committee membership would impact cash retainers and governance responsibilities .
Shareholder Engagement Context
- The company contacted top holders representing ~52% of institutional ownership and 36% of shares; focus included compensation design and strategic performance metrics (executive program); reinforces governance dialogue framework affecting board oversight .