Gregg H. Alton
NOVAVAXAbout Gregg H. Alton
Independent Class I director of Novavax since 2020; age 59 as of April 29, 2025. Former Interim CEO and Chief Patent Officer at Gilead Sciences with two decades of senior leadership across legal, compliance, global commercial, and access functions; J.D. from Stanford and B.S. in Legal Studies from UC Berkeley. Serves as an Audit Committee Financial Expert and is designated independent by the Board under Nasdaq standards. Core credentials span biopharma leadership, governance, financial oversight, and infectious disease domain knowledge .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gilead Sciences | Interim CEO; Chief Patent Officer; General Counsel; Chief Compliance Officer; oversight of global gov’t/public affairs, patient access; regional commercial ops | 1999–2019 | Deep operating, legal/IP, compliance and global commercial leadership in infectious diseases |
| Cooley LLP | Attorney (corporate finance, healthcare/IT) | 1993–1996; 1998–1999 | Capital markets and transactional grounding |
External Roles
| Organization | Role | Public/Private/Non-profit | Tenure/Notes |
|---|---|---|---|
| Corcept Therapeutics (Nasdaq: CORT) | Director | Public | Current |
| Black Women’s Health Imperative; AIDSVu; Boys & Girls Clubs of Oakland | Director/Trustee (various) | Non-profit | Current |
Board Governance
- Independence: Board determined all directors other than the CEO are independent; Alton serves as an independent director .
- Committees and designations:
- Audit Committee member; designated Audit Committee Financial Expert .
- Nominating & Corporate Governance Committee member .
- Attendance/engagement: Board met 20 times in 2024; each incumbent director attended at least 75% of Board and committee meetings and all then-serving directors attended the 2024 Annual Meeting .
- Leadership/structure: Independent Chair; regular executive sessions of independent directors; four fully independent standing committees (Audit, Compensation, Nominating & Corporate Governance, R&D) .
- Risk oversight: Audit oversees ERM and cybersecurity; Compensation reviews incentive risk; Nominating & Corporate Governance oversees governance/ESG; R&D oversees R&D and regulatory risk .
| Committee | Role | Chair? | Notes |
|---|---|---|---|
| Audit | Member | No | Audit Committee Financial Expert; ERM/cyber oversight |
| Nominating & Corporate Governance | Member | No | Oversees governance policies and ESG |
Fixed Compensation
Policy (2024 non-employee director cash fees):
| Component | Amount (USD) |
|---|---|
| Board member annual retainer | $55,000 |
| Audit Committee member | $12,000 |
| Nominating & Corporate Governance Committee member | $5,000 |
| Board Chair retainer (if applicable) | $102,500 |
| Committee Chair retainers (Audit/Comp/NCG/R&D) | $25,000 / $20,000 / $12,500 / $15,000 |
| Meeting fees | None; expenses reimbursed |
Alton’s 2024 director compensation (reported):
| Item | 2024 Amount (USD) |
|---|---|
| Fees earned or paid in cash (elected 100% stock in lieu; 7,915 shares issued for fees) | $67,313; elected stock in lieu of cash |
| Option award grant-date fair value | $220,853 |
| Stock (RSU) award grant-date fair value | $165,261 |
| Total | $453,427 |
- Election into stock: Directors may elect 50% or 100% of annual cash fees in common stock; converted quarterly at 10-day avg. close. Alton elected 100% for 2024 .
- Deferred fee plan available (cash or company stock accounts) .
Performance Compensation
2024 annual director equity awards (granted June 12, 2024):
| Security | Shares Granted | Exercise Price | Vesting | Grant-Date Value (Alton) |
|---|---|---|---|---|
| Stock options | 15,630 | $15.86 | 100% vests on 1st anniversary (service-based) | $220,853 |
| RSUs | 10,420 | N/A | 100% vests on 1st anniversary (service-based) | $165,261 |
- Mix/objective: Director equity targeted near 50th percentile of peer group and structured to conserve cash and align interests; 2024 awards were time-based (no performance metrics disclosed) .
- No meeting-based fees; emphasis on equity and alignment .
Other Directorships & Interlocks
| Company | Role | Interlock/Notes |
|---|---|---|
| Corcept Therapeutics (Nasdaq: CORT) | Director | Corcept is included in Novavax’s compensation Peer Group; Alton is not on Novavax’s Compensation Committee (no compensation committee interlock) |
- Compensation Committee interlocks: None disclosed for NVAX in 2024; NVAX Comp Committee members were Douglas, King, Mott, Rodgers .
- Related-party transactions: Audit Committee oversees and must approve any related-party transactions; none disclosed involving directors/executives for 2024 .
Expertise & Qualifications
- Board skills matrix indicates Alton has: industry experience; executive leadership; accounting/financial/investment; cybersecurity/IT/AI; public company board experience .
- Audit Committee Financial Expert designation (SEC and Nasdaq) .
- Infectious disease and access/commercial insight from Gilead leadership .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership | 65,745 shares; less than 1% of class |
| Included options exercisable within 60 days | 36,940 shares |
| Outstanding RSUs at 12/31/2024 (directors) | 10,420 RSUs (per director) outstanding as of year-end 2024 |
| Ownership guidelines | Stock ownership guidelines apply to directors; all covered directors were compliant or within the five-year grace period as of 12/31/2024 |
| Hedging/pledging | Prohibited for directors and officers (alignment safeguard) |
| Section 16 compliance | Inadvertent late Form 4s in 2024 for shares issued in lieu of cash fees for Alton and McGlynn |
Notes: Beneficial ownership percentages based on 161,968,503 shares outstanding as of April 21, 2025 .
Governance Assessment
- Strengths
- Independent director since 2020 with Audit Committee Financial Expert status; serves on Audit and Nominating & Corporate Governance, reinforcing oversight of financial reporting, ERM/cyber, and governance/ESG .
- High engagement: Board met 20x; all incumbents ≥75% attendance; all directors attended 2024 AGM .
- Alignment: Elected 100% of 2024 cash fees in stock; director equity awarded annually; ownership guidelines; anti-hedging/pledging policy .
- No related-party transactions; no compensation committee interlocks .
- Watch items
- Minor administrative lapse: inadvertent late Form 4 filings for stock-in-lieu fee issuances in 2024 (process, not economic risk) .
- Network overlap: Alton is a director at Corcept Therapeutics, which is in Novavax’s compensation Peer Group—this is not a formal interlock (he is not on NVAX’s Compensation Committee), but investors may monitor for potential perceptions of “peer ratcheting” across boards .
- Shareholder sentiment and engagement
- 2024 say‑on‑pay approval ~73.6%; company conducted outreach to top holders representing ~52% of institutional ownership and 36% of shares outstanding to discuss compensation design and governance .
Director Compensation (Structure and 2024 Actuals)
| Component | Policy/Structure | Alton 2024 |
|---|---|---|
| Cash retainer | $55,000 Board member; committee member fees (Audit $12k; NCG $5k) | $67,313 (elected 100% stock; 7,915 shares issued) |
| Equity | Annual grant targeting ~50th percentile peer value; options + RSUs; 1-year vest | Options $220,853; RSUs $165,261 (grant 6/12/2024; 15,630 options @ $15.86; 10,420 RSUs) |
Compensation Peer Group (context)
- 2024 peer group includes 20 biopharma companies such as Corcept Therapeutics (among others), used for benchmarking executive/director compensation and plan design .
Say‑on‑Pay & Shareholder Feedback
| Year | Say‑on‑Pay Approval | Engagement Notes |
|---|---|---|
| 2024 | ~73.6% of votes cast FOR | Outreach to top holders (~52% of institutional ownership; 36% shares outstanding); focus on aligning pay with strategic milestones . |
Related Party Transactions and Policies
- No director/officer related-party transactions disclosed; Audit Committee must pre-approve any such transactions .
- Clawback policy (Dodd-Frank compliant) applies to executives; supports a robust control environment (positive governance tone) .
Risk Indicators & Red Flags
- Hedging/pledging prohibited (mitigates alignment risk) .
- No option repricing without stockholder approval (policy prohibition) .
- No reported legal proceedings involving Alton in proxy; Section 16 compliance note limited to inadvertent timing delays on Form 4 for stock-in-lieu director fees .
Equity Ownership (Detail Table)
| Metric | Value |
|---|---|
| Shares beneficially owned | 65,745 (<1% of class) |
| Options exercisable within 60 days | 36,940 |
| RSUs outstanding at 12/31/2024 | 10,420 (per director outstanding total) |
| Ownership guidelines status | In compliance or within grace period for all directors |
| Hedging/Pledging | Prohibited by policy |
Summary Implications for Investors
- Alton’s audit depth and financial expert designation bolster board effectiveness in controls, ERM, and capital stewardship—key in a transition to milestone/royalty-driven revenue .
- His election to receive fees in stock, combined with equity-heavy director pay and ownership guidelines, signal alignment; no related-party exposure disclosed. Monitoring items include the minor 2024 Form 4 timing and his board seat at a peer-group company (perception risk rather than a formal interlock) .