James P. Kelly
NOVAVAXAbout James P. Kelly
Executive Vice President, Chief Financial Officer and Treasurer of Novavax since August 2021; previously CFO at Supernus and Vanda, with earlier finance leadership at MedImmune. Education: MBA (Cornell University) and BS in Business (University of Vermont) . 2024 incentive outcomes for NVAX were lifted by a discretionary overlay to 107% corporate achievement; Kelly’s individual performance was assessed at 110%, yielding 118% of target bonus paid ($321,229) for 2024 . The company’s 2024 objectives included delivery of Nuvaxovid, financial health improvements (> $500M opex reduction and > $800M cash improvement), portfolio advancement (FDA alignment and Sanofi partnership), and culture/capabilities progress .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Novavax | EVP, Chief Financial Officer & Treasurer | Aug 2021–present | Negotiated and supported Sanofi partnership; supported CZ divestiture; oversaw improvements to Novavax’s financial position |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Supernus Pharmaceuticals | EVP, Chief Financial Officer | Oct 2020–Aug 2021 | — |
| Vanda Pharmaceuticals | EVP, CFO & Treasurer | Feb 2017–Mar 2020 | — |
| Vanda Pharmaceuticals | SVP, CFO & Treasurer | Dec 2010–Feb 2017 | — |
| MedImmune, LLC | Vice President & Controller | — | — |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $508,750 | $515,000 | $545,900 (earned); $556,200 (base rate as of 12/31/2024) |
| Target Bonus % of Base | — | — | 50% |
Notes:
- Base salary increases for 2024 were set at 8% for Kelly (merit & market adjustment) .
Performance Compensation
Cash Incentive Detail (2024)
| Executive | Target Bonus % | Corporate Achievement Factor | Individual Performance Factor | Actual Bonus as % of Target | Bonus Paid ($) |
|---|---|---|---|---|---|
| James P. Kelly | 50% | 107% | 110% | 118% | $321,229 |
2024 Corporate Objectives (Bonus Framework)
| Metric | Weight | Achievement % | Explanation |
|---|---|---|---|
| Deliver Nuvaxovid | 45% | 20% | US: prefilled syringe under EUA to meet service demand; EU/Intl: UDV not sufficient; revenue target missed |
| Improve Financial Health | 25% | 28% | Opex reduction >$500M; cash balance improved >$800M |
| Advance the Portfolio | 25% | 33% | FDA alignment on clinical design; transformational Sanofi partnership |
| Evolve Capabilities & Culture | 5% | 5% | Strategy redefinition; voluntary turnover at target; first ESG report; ethics embedded |
| Total Core Goals | 100% | 86% | — |
| Discretionary Overlay | — | +21% | Sanofi partnership, CZ divestiture, balance sheet strengthening (going concern removed), strategy shift to R&D focus |
| Final Corporate Payout | — | 107% | — |
Annual Equity Awards (2024)
| Grant Date | Award Type | Shares | Grant Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|
| 3/1/2024 | Time-vesting RSUs | 176,000 | $948,640 | Vests in 3 equal annual installments on first 3 anniversaries of grant date (expected 3/1/2025, 3/1/2026, 3/1/2027), subject to continued service |
| 2024 Options | — | — | — | No options granted to Kelly in 2024 |
Options and RSU Activity (2024)
| Metric | Value |
|---|---|
| Shares acquired on RSU vesting (2024) | 54,199 |
| Value realized on vesting (2024) | $405,767 |
| Options exercised (2024) | — |
Equity Ownership & Alignment
Beneficial Ownership (as of 4/21/2025)
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| James P. Kelly | 125,910 | <1% (out of 161,968,503 shares outstanding) |
- Includes 54,277 shares issuable upon exercise of options exercisable within 60 days .
- Stock ownership guidelines require executives to reach specified multiples of salary by year five; unvested RSUs count toward compliance, but stock options do not. As of 12/31/2024, all covered executives were in compliance or within the five-year grace period .
- Hedging and pledging of NVAX stock are prohibited for directors, officers, and employees; no pledging allowed for executives and VPs .
Outstanding Equity Awards (as of 12/31/2024)
| Award Type | Grant Date | Exercisable | Unexercisable | Exercise Price | Expiration | Unvested RSUs (#) | RSU Market Value ($) |
|---|---|---|---|---|---|---|---|
| Stock Options | 8/16/2021 | 11,833 | 2,367 | $229.31 | 8/16/2031 | — | — |
| Stock Options | 3/10/2022 | 14,256 | 6,481 | $77.77 | 3/10/2032 | — | — |
| Stock Options | 3/7/2023 | 18,528 | 23,822 | $6.97 | 3/7/2033 | — | — |
| RSUs | 3/10/2022 | — | — | — | — | 4,608 | $37,048 (at $8.04) |
| RSUs | 3/7/2023 | — | — | — | — | 24,446 | $196,546 (at $8.04) |
| RSUs | 3/1/2024 | — | — | — | — | 176,000 | $1,415,040 (at $8.04) |
Notes:
- Unless otherwise noted, options vest 25% on the first anniversary of grant and the remaining 75% in equal monthly installments over three years; RSUs vest in three equal annual installments over three years .
Employment Terms
Employment Agreements and Severance
| Term | Kelly Specifics |
|---|---|
| Employment status | At-will; annual base salary review; eligible for incentive bonus and equity awards |
| Confidentiality/IP | Required; work product belongs to the company |
| Non-compete / Non-solicit | 12 months post-termination; prohibits competition and interference/solicitation in the U.S. |
| Termination without Cause / Good Reason (no CIC) | Lump-sum severance equal to 12 months’ base salary plus 12 months COBRA subsidy; no bonus |
| Change-in-Control Severance Plan | Protected period 12 months; severance payment equal to 12 months salary; bonus equal to 100% of target annual bonus × years of severance period (1× for Kelly); COBRA subsidy (1.02 × 12 × monthly premium) |
| Equity treatment upon CIC | Time-based equity vests in full; performance-based equity vests at greater of target or actual achievement through CIC; vested awards remain exercisable up to 12 months (or original term if shorter) |
Potential Payments (as of 12/31/2024)
| Scenario | Severance ($) | Bonus ($) | Equity ($) | Health Insurance ($) | Total ($) |
|---|---|---|---|---|---|
| Termination Other Than for Cause or Resignation for Good Reason | $556,200 | — | — | $31,747 | $587,947 |
| Termination for Cause or Resignation Other Than for Good Reason | — | — | — | — | — |
| Death or Disability | — | — | $837,062 | — | $837,062 |
| Termination in Connection with a Change in Control | $556,200 | $272,922 | $1,674,124 | $31,747 | $2,534,993 |
Clawback and Trading Policies
- Clawback: Second Amended and Restated Recoupment Policy (June 2023) for restatements due to material errors or non-compliance; incentive-based compensation subject to recovery .
- Insider Trading: Prohibits hedging; prohibits pledging for directors, executive officers, and vice presidents .
Compensation Structure Analysis
- 2024 shift to RSUs only for non-CEO executives (including Kelly) aimed at retention and share usage management; CEO received options plus RSUs .
- Year-over-year mix: Option awards declined to zero for Kelly in 2024 vs $255,218 (2023) and $1,361,844 (2022); RSU grant-date fair value rose to $948,640 (2024) from $532,440 (2023) and $1,075,170 (2022) .
- Discretionary overlay added +21% to corporate results, lifting payout to 107% despite revenue target miss under “Deliver Nuvaxovid” (20% achievement) .
Governance and Shareholder Input
- Compensation Committee members: David M. Mott (Chair), Richard H. Douglas, Ph.D., Rachel K. King, Richard J. Rodgers .
- Independent consultant Pearl Meyer provides market data to the Committee; annual equity awards set in March 2024 following guidance .
- 2024 stockholder outreach contacted top holders representing ~52% of institutional ownership and 36% of shares outstanding to align compensation program design .
Investment Implications
- Alignment and retention: Large unvested RSUs (176,000 from 2024 plus prior grants) and option overhang align Kelly with long-term equity value; hedging/pledging bans reduce misalignment risk .
- Near-term selling pressure: 54,199 RSUs vested in 2024 with $405,767 value realized; continued annual RSU tranches may create periodic supply as awards vest and taxes are settled .
- Pay-for-performance calibration: Despite missing revenue targets, a discretionary overlay recognized strategic actions (Sanofi, CZ sale, balance sheet), lifting corporate payout to 107%; Kelly’s 110% individual factor indicates CFO’s centrality to the pivot—watch for future mix shifting to performance-based equity as indicated by committee expectations .
- Change-in-control economics: Double-trigger-like CIC severance framework provides 12 months’ salary, 1× target bonus, COBRA subsidy, and full acceleration of time-based equity; this can materially increase realized pay in a transaction scenario, but also supports retention through potential deal uncertainty .