Elaine O’Hara
NOVAVAXAbout Elaine O’Hara
Elaine O’Hara (age 57) is Executive Vice President, Chief Strategy Officer at Novavax, serving since March 2023. Her background spans senior commercial leadership at Sanofi Vaccines (Chief Commercial Officer, 2017–March 2023), Otsuka America Pharmaceuticals (SVP, Commercial Operations, 2012–2017), and Pfizer (team lead roles in U.S. Specialty Care, 2010–2012). She holds an MBA from Saint Joseph’s University’s Haub School of Business and a BA from the National University of Ireland . For 2024, corporate achievement was set at 107%, and her individual objectives were assessed at 125%, resulting in an actual cash bonus equal to 134% of target (payout $358,163) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sanofi Vaccines | Chief Commercial Officer | 2017–Mar 2023 | Led global commercial strategy and operations for vaccines portfolio . |
| Otsuka America Pharmaceuticals | SVP, Commercial Operations | 2012–2017 | Oversaw commercial operations and execution across therapeutic areas . |
| Pfizer Pharmaceuticals | Anti-Infective Portfolio Commercial Lead – U.S. Specialty Care; Senior Director/Team Lead – U.S. Zyvox® | 2010–2012 | Led U.S. specialty care anti-infectives and Zyvox® brand execution . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Actual Bonus Paid ($) | Actual Bonus vs Target | All Other Compensation ($) |
|---|---|---|---|---|---|
| 2024 | 540,800 | 50% | 358,163 | 134% | 97,553 (incl. $83,753 commuting allowance with $23,753 tax reimbursement, plus 401(k) match $13,800) |
Performance Compensation
2024 Corporate Objectives and Payout
| Metric | Weighting | Achievement % | Corporate Payout % |
|---|---|---|---|
| Deliver Nuvaxovid | 45% | 20% (partially met; revenue target missed) | 107% overall payout |
| Improve Financial Health | 25% | 28% (>$500M opex reduction; cash balance +>$800M) | 107% overall payout |
| Advance the Portfolio | 25% | 33% (FDA alignment on clinical programs; Sanofi partnership) | 107% overall payout |
| Evolve Capabilities & Culture | 5% | 5% (strategy redefinition; ESG report; ethics/compliance embedding) | 107% overall payout |
| Total/Discretionary Overlay | — | Core 86% + discretionary +21% → 107% payout | 107% overall payout |
- Individual performance (Elaine O’Hara): Delivered and led Sanofi partnership; led Novavax CZ divestiture; renegotiated supply/partnership agreements; assessed at 125% of target .
- Bonus calculation: For NEOs other than CEO, actual bonus = corporate achievement (107%) × individual achievement (Elaine 125%) × target; paid $358,163 (134% of target) .
Equity Awards – Structure and Vesting
| Grant Date | Award Type | Shares/Options | Grant-Date Fair Value ($) | Strike Price ($) | Expiration | Vesting Schedule |
|---|---|---|---|---|---|---|
| 3/1/2024 | RSUs (time-vesting) | 120,000 | 964,800 (market value at 12/31/2024) | — | — | Vests in three equal annual installments on the first three anniversaries of grant (subject to continued service) . |
| 3/1/2023 | RSUs (time-vesting) | 39,200 | 315,168 (market value at 12/31/2024) | — | — | Vests in three equal annual installments on the first three anniversaries of grant (subject to continued service) . |
| 3/1/2023 | Stock Options | 29,706 exercisable; 38,194 unexercisable | — | 6.86 | 3/1/2033 | All options generally vest 25% on first grant anniversary; remaining 75% in equal monthly installments over three years (subject to continued service) . |
Vesting timeline example (RSUs granted 3/1/2024): 40,000 RSUs scheduled on 3/1/2025, 3/1/2026, and 3/1/2027 (equal annual installments per plan) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of 4/21/2025) | 95,674 shares; less than 1% of outstanding (161,968,503 shares outstanding) . |
| Unvested RSUs at 12/31/2024 | 120,000 (market value $964,800); 39,200 (market value $315,168) . |
| Options Outstanding at 12/31/2024 | 29,706 exercisable; 38,194 unexercisable; strike $6.86; expiring 3/1/2033 . |
| Ownership Guidelines | Executives subject to stock ownership multiples; counts include unvested RSUs; all covered executives/directors in compliance or within grace period as of 12/31/2024 . |
| Hedging/Pledging | Prohibited for directors, officers, employees; no pledging permitted for directors/executive officers/VPs . |
Employment Terms
| Provision | Terms for Elaine O’Hara |
|---|---|
| Role/Start | EVP, Chief Strategy Officer since March 2023 (to present) . |
| Employment Agreement | At-will; eligible for severance if terminated without cause or resigns for good reason . |
| Severance (no CIC) | Lump-sum equal to 12 months’ base salary; 12 months COBRA subsidy . |
| Change-in-Control (CIC) Plan | Protected period 12 months; severance equal to 12 months’ salary; COBRA subsidy 12 months; bonus equal to 100% of target annual bonus × years in severance benefit period (i.e., 1x target for 12 months) . |
| Equity Treatment on CIC | Time-based equity vests in full; performance-based equity vests at greater of target or actual through CIC date; options remain exercisable for 12 months (or original term if shorter) . |
| Clawback | Dodd-Frank-compliant recoupment policy adopted June 2023 covering incentive-based compensation upon restatements . |
| Perquisites | Housing/commuting allowance; additional tax reimbursement on commuting allowance ($23,753 for Elaine); 401(k) match ($13,800) . |
| Insider Trading | Policy filed; hedging/pledging prohibitions in effect . |
Compensation Committee and Benchmarking
- Independent consultant Pearl Meyer advises on market data, peer selection, and risk assessments; no conflicts identified .
- 2024 comparative peer group (20 companies) used for benchmarking (e.g., Dynavax, Emergent BioSolutions, Supernus, Vir Biotechnology, Ultragenyx) .
- 2024 say-on-pay approval: ~73.6% in favor; ongoing shareholder outreach conducted .
Investment Implications
- Incentive alignment: 2024 bonuses combined corporate achievement (107%) with individual performance (Elaine 125%) to deliver 134% of target, signaling meaningful pay-for-performance linkage tied to strategic milestones (Sanofi partnership, CZ divestiture) .
- Retention risk vs selling pressure: Significant time-vesting RSUs from 2024 and 2023 vest annually through 2027, creating recurring vesting events that can contribute to insider selling pressure in open windows; hedging/pledging prohibitions mitigate misalignment risks .
- CIC economics: Double-trigger CIC plan provides 1x salary and 1x target bonus with full acceleration of time-based equity; options remain exercisable 12 months, balancing retention amid strategic transactions with potential overhang from accelerated equity .
- Ownership and governance: Beneficial ownership is <1%, but unvested RSUs count towards guidelines and all covered executives are compliant or within grace period as of year-end; clawback policy strengthens governance .
- Pay structure evolution: 2024 equity mix shifted to RSUs (time-based) for executives other than CEO, lowering risk versus options and emphasizing retention during strategic repositioning, while committee indicated future shift to include performance-based equity .