David Mott
NOVAVAXAbout David Mott
David M. Mott, age 59, is an independent director of Novavax, Inc. since 2020 and currently serves as Chair of the Compensation Committee and as a member of the Research & Development Committee . He is a private investor (Mott Family Capital) and former President, CEO and Vice Chair of MedImmune, where he led the $15.6B sale to AstraZeneca; previously he held CFO/COO roles at MedImmune and was a General Partner at New Enterprise Associates (NEA) . He holds a BA from Dartmouth College and has more than three decades of global management, board, and investment experience across biopharma, including oversight of >$40B in deals and >35 IPOs/acquisitions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MedImmune | President & CEO; Vice Chairman | 2000–2008 | Led sale to AstraZeneca for $15.6B; prior CFO/COO roles (1992–2000) |
| New Enterprise Associates | General Partner | 2008–2020 | Supported >35 IPOs/acquisitions; extensive capital formation experience |
| Mott Family Capital | Private Investor | 2020–present | Ongoing investment leadership |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Adaptimmune Therapeutics (Nasdaq: ADAP) | Chairman | Current | Public company board chair |
| Ardelyx (Nasdaq: ARDX) | Chairman | Current | Public company board chair |
| Mersana Therapeutics (Nasdaq GS: MRSN) | Chairman | Current | Public company board chair |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Research & Development Committee .
- Independence: Board is 8 of 9 independent; all Compensation and R&D Committee members are independent under Nasdaq’s heightened standards .
- Attendance: Board met 20 times in 2024; all incumbent directors attended at least 75% of board and applicable committee meetings; all directors attended the 2024 Annual Meeting .
- Committee engagement: Compensation Committee met 5 times in 2024; R&D Committee met 5 times; Audit Committee met 7 times; Nominating & Corporate Governance met 5 times .
- Compensation governance: Uses independent consultant (Pearl Meyer); conducts annual risk assessment; maintains clawback policy; prohibits hedging and pledging .
- Stock ownership guidelines: Directors must meet ownership multiples within 5 years and retain at least 50% of net shares until in compliance; as of Dec 31, 2024, all covered directors were compliant or within grace period .
Fixed Compensation
| Component | Policy Detail | Amount/Status |
|---|---|---|
| Annual cash retainer (Board member) | $55,000 | $55,000 |
| Committee chair fee (Compensation) | $20,000 | $20,000 (Chair) |
| Committee member fee (R&D) | $7,500 | $7,500 (Member) |
| Meeting fees | None (no per-meeting fees) | N/A |
| Fees earned in 2024 (actual) | Reported total cash fees | $82,500 |
Note: Directors may elect to receive company stock in lieu of 50% or 100% of cash fees; two directors did so in 2024 (Alton, McGlynn), but Mott did not .
Performance Compensation
Director equity is time-based (not performance-based); annual awards are generally targeted near the peer 50th percentile and vest in full one year from grant for directors .
| Grant | Instrument | Shares/Units | Exercise Price | Vesting | Grant Date |
|---|---|---|---|---|---|
| 2024 Annual Director Grant (Mott) | Stock Options | 15,630 | $15.86/share | Vests in full after 1 year | June 12, 2024 |
| 2024 Annual Director Grant (Mott) | RSUs | 10,420 | N/A | Vests in full after 1 year | June 12, 2024 |
| 2025 Annual Director Grant (Mott) | Stock Options | 28,326 | $6.42/share | Director award; Form 4 reported | June 20, 2025 |
| 2025 Annual Director Grant (Mott) | RSUs | 18,884 | N/A | Director award; Form 4 reported | June 20, 2025 |
2024 Director Compensation Mix (reported fair values):
| Year | Cash Fees ($) | Option Awards ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 82,500 | 220,853 | 165,261 | 468,614 |
Other Directorships & Interlocks
- Current public boards: Chairman at ADAP, ARDX, MRSN .
- Compensation Committee interlocks: None; no NVAX executive served on boards/comp committees of entities with reciprocal relationships in 2024 .
- Related-party transactions: Audit Committee must approve any related-party dealings; none disclosed for directors/officers .
Expertise & Qualifications
- Capital markets/M&A leadership: >$40B in acquisitions/financings and >35 IPOs/acquisitions; board experience across 25 corporate boards .
- Skills matrix: Accounting/financial/investment experience; executive leadership; public company board experience .
- Education: BA, Dartmouth College .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notable Derivatives |
|---|---|---|---|
| David Mott | 102,530 | <1% | 41,640 options exercisable within 60 days ; 10,420 RSUs outstanding at 12/31/2024 |
Policy safeguards:
- Anti-hedging and anti-pledging: Prohibited for directors/officers .
- Ownership guidelines: Retain at least 50% of net shares until reaching guideline; compliant or within grace period as of 12/31/2024 .
Insider trades (recent):
| Date | Transaction | Shares | Price | Source |
|---|---|---|---|---|
| Jun 12, 2025 | RSU vest/settlement (A/M) | 10,420 | — | |
| Jun 20, 2025 | Option award | 28,326 | $6.42 | |
| Jun 20, 2025 | RSU award | 18,884 | — | |
| Jun 11, 2024 | Open-market purchase | 6,670 | N/A |
Governance Assessment
- Strengths:
- Chair of Compensation Committee with use of independent consultant (Pearl Meyer) and annual risk assessment; robust clawback, anti-hedging/pledging policies, and stock ownership guidelines reinforce alignment and discipline .
- Active committee work (Compensation 5 meetings; R&D 5 meetings) and overall board engagement (20 meetings; attendance ≥75%) .
- No related-party transactions or interlocks; board independence high (8/9) .
- Considerations/Red flags to monitor:
- Multiple external chair roles (ADAP, ARDX, MRSN) may pose bandwidth risk; NVAX notes he has capacity and peers value his contributions, but this should be monitored for sustained engagement effectiveness .
- Director equity is time-based (no performance conditions), which aligns ownership but provides limited direct pay-for-performance linkage at the director level; ensure executive pay programs maintain rigorous performance metrics as overseen by the Compensation Committee .
- Say-on-pay support in 2024 was ~73–74%, indicating room for continued engagement and refinement of executive pay design .
Stockholder alignment signals:
- Beneficial ownership and annual equity grants indicate ongoing skin-in-the-game; ownership guidelines and anti-pledging eliminate misalignment risks from hedging/pledging .
- Board notes and Form 4 activity show routine director award vesting and new grants consistent with policy .