John C. Jacobs
NOVAVAXAbout John C. Jacobs
John C. Jacobs, 58, has served as President & CEO of Novavax and a Class I director since January 23, 2023; he holds an MBA from SUNY Binghamton and a BS in Business from SUNY Plattsburgh . Under his tenure, Novavax executed a strategic pivot toward a partnership- and pipeline-led model (e.g., multi-year Sanofi partnership) and materially reduced operating expenses; revenue was $983.7M in 2023 and $682.2M in 2024, while EBITDA losses narrowed materially year over year (see table) . Revenues (FY2023–FY2024) and EBITDA trends are shown below.
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenue (USD) | $983,705,000 | $682,162,000 |
| EBITDA (USD) | -$510,986,000* | -$183,435,000* |
Values with an asterisk were retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Novavax, Inc. | President & Chief Executive Officer | 2023–present | Led pivot to partnerships/pipeline; struck Sanofi deal; cost reductions; strengthened balance sheet |
| Harmony Biosciences | President & CEO; EVP, Chief Commercial Officer | 2018–2023; 2017–2018 | Took company public; led first product through FDA approval/commercialization (context for operating discipline) |
| Teva Pharmaceutical Industries | SVP & GM Respiratory; SVP Commercial Ops & Innovation; VP & GM Teva Canada | 2017; 2016–2017; 2014–2016 | Commercial leadership across respiratory and branded businesses |
| Earlier roles (Pfizer, Wyeth, Cephalon) | Commercial/operational leadership | — | Broad biopharma commercialization across therapeutic areas |
External Roles
| Category | Details |
|---|---|
| Current public company boards | None disclosed (Other Current Public Company Boards: “—”) |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Base Salary (paid) | $662,868 | $752,500 |
| Target Bonus % | 75% (per employment agreement at appointment) | 85% |
| Actual Annual Bonus | $236,250 | $684,311 |
| Notable Perquisites | Housing/commuting allowance up to $100,000/yr; $100,000 paid in 2024 |
Notes:
- Base salary as of 12/31/2024 was increased to $770,000 (10% merit/market adjustment) .
Performance Compensation
Annual Incentive (2024 plan design and outcomes)
| Metric | Weight | Target | Actual | Payout Contribution |
|---|---|---|---|---|
| Deliver Nuvaxovid | 45% | Supply, revenue targets | Partially met: U.S. EUA supply; EU/Intl under-supplied; revenue target missed | 20% |
| Improve Financial Health | 25% | OpEx reduction; cash balance | Exceeded: >$500M OpEx reduction; >$800M cash improvement | 28% |
| Advance the Portfolio | 25% | Clinical progress; BD | Exceeded: FDA alignment; Phase 3 CIC & stand-alone flu; transformational Sanofi partnership | 33% |
| Evolve Capabilities & Culture | 5% | Strategy, retention, ESG, compliance | Met | 5% |
| Discretionary Adjustment | — | — | +21% for strategic achievements (Sanofi, CZ divestiture, balance sheet, strategy reset) | +21% |
| Total Corporate Achievement | 100% | — | 107% | 107% |
Jacobs’ 2024 bonus was based 100% on corporate objectives; payout was 107% of target ($684,311) .
Equity Awards and Vesting (CEO)
| Award Type | Grant Date | Quantity | Price | Vesting |
|---|---|---|---|---|
| Stock Options | 03/01/2024 | 500,000 | $5.39 | 25% on 1st anniversary; remaining 75% monthly over next 36 months (service-based) |
| RSUs | 03/01/2024 | 250,000 | — | 1/3 on each of the first three anniversaries (service-based) |
| Stock Options (Inducement) | 01/23/2023 | Black-Scholes-equivalent to $3M | $11.92 (plan grant) | 25% at 1 year; rest monthly over 36 months |
| RSUs (Inducement) | 01/23/2023 | Value $3M (shares based on 30-day avg) | — | 1/3 annually over 3 years |
Policy:
- Clawback: Dodd-Frank compliant recoupment policy (June 2023) .
- Anti-hedging/pledging: Prohibited for directors/officers and employees .
- Stock ownership guidelines: In place; executives/directors in compliance or within grace period as of 12/31/2024 .
Equity Ownership & Alignment
| Item (as of 4/21/2025 unless noted) | Amount |
|---|---|
| Total beneficial ownership (CEO) | 462,555 shares (includes 325,823 options exercisable within 60 days) |
| Ownership as % of shares outstanding | ~0.29% (462,555 / 161,968,503) |
| Outstanding (12/31/2024): Options | 139,293 exercisable; 151,407 unexercisable @ $11.92 (1/23/2023); plus 500,000 unexercisable @ $5.39 (3/1/2024) |
| Outstanding (12/31/2024): RSUs | 166,393 (1/23/2023 grant); 250,000 (3/1/2024 grant) |
| Shares pledged | Prohibited by policy |
| Ownership guideline status | In compliance or within 5-year grace period |
Employment Terms
- Appointment and initial terms: Effective Jan 23, 2023; initial base salary $700,000; target bonus 75%; make‑whole protection for certain prior employer amounts; up to $100,000/yr housing/commuting; standard indemnification .
- Non-compete/non-solicit: 18 months post-termination; confidentiality and IP assignment provisions .
- Severance (without cause/good reason): Lump sum of 18 months base salary plus 18 months COBRA; full accelerated vesting of 2023 “Initial Grant” and 90-day post-termination option exercise window .
- Change-in-Control (CIC) Severance Plan (double trigger):
- Protected period: 24 months for CEO .
- Cash severance: 24 months salary plus bonus equal to 100% of target annual bonus times severance period (in years); 18 months COBRA subsidy .
- Equity: Time-based equity vests in full; performance-based vests at greater of target or actual through CIC date; post-CIC option exercisability up to 24 months (or remaining term if shorter) .
- Illustrative potential payouts (as of 12/31/2024):
- Termination in connection with CIC (CEO): Severance $1,540,000; bonus $1,279,086; equity acceleration $4,672,800; health $47,620; total $7,539,506 .
Board Governance
- Board service: Director since 2023 (Class I); not independent (serves as CEO) .
- Leadership structure: Separate Chair (Margaret G. McGlynn) and CEO; regular executive sessions of independent directors .
- Committee roles: Jacobs has no committee assignments; all committees (Audit, Compensation, Nominating & Corporate Governance, R&D) are fully independent .
- Attendance and activity: Board met 20 times in 2024; all incumbent directors attended at least 75% of meetings; all directors attended the 2024 annual meeting .
- Dual-role implications: CEO also serves as a director (not Chair); independence is preserved via an independent Chair and fully independent committees, mitigating combined-role concerns .
Director Compensation (employee director)
- Policy: Employee directors (including Jacobs) do not receive additional compensation for Board service .
Compensation Committee and Peer Benchmarking
- Independent consultant: Pearl Meyer; independence assessed annually; advises on peer group, pay levels, plan design, and risk .
- 2024 executive peer group (20 companies) includes ACADIA, Alkermes, Amarin, Amneal, Amphastar, ANI, BioCryst, Corcept, Dynavax, Emergent Biosolutions, Halozyme, Insmed, Intercept, Organogenesis, Pacira, PTC Therapeutics, Supernus, Ultragenyx, Vanda, Vir Biotechnology .
- Market positioning: Benchmarking generally at 50th percentile (total cash opportunities); actual payouts reflect company and individual performance .
- Compensation risk: Annual risk assessment indicates programs are not reasonably likely to have a material adverse effect; clawback and anti-hedging/pledging policies in place .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval: ~73.6% in favor; management engaged top holders (approx. 52% of institutional ownership; 36% of shares outstanding) on compensation design .
- 2025 say-on-pay result: Approved; votes For 41,390,651; Against 15,830,308; Abstain 530,262; broker non-votes 37,607,973 .
Performance & Track Record (Company under CEO tenure)
- 2024 strategic and operating highlights: Announced multi-year Sanofi partnership; U.S. FDA acceptance of BLA; EUA for updated COVID-19 vaccine; initiated Phase 3 CIC and stand‑alone influenza; sold Czech facility for $200M; reduced operating expenses by 40% vs 2023; reduced current liabilities by $1.3B; ended 2024 with ~$1.0B in combined cash, marketable securities, and AR .
- Pay vs performance context: For 2019–2024 period, cumulative value of initial $100 investment in NVAX was $202 vs $94 for peer index; 2024 revenue $682.2M; 2024 net loss $(187.5)M (company-selected measure is revenue) .
Equity Ownership & Insider Selling Pressure
- Form 4/10b5‑1 activity: Not disclosed in proxy; no pledging permitted by policy . (Additional Form 4 analytics can be provided on request.)
Related Party Transactions and Governance Red Flags
- Related party: Audit Committee must approve related party transactions; no family relationships among directors/executives; no interests in proposals noted .
- Policies: No option repricing without shareholder approval; no tax gross-ups under current agreements; robust anti-hedging/pledging .
Employment & Contract Summary (Key Terms)
| Term | Detail |
|---|---|
| Start date | January 23, 2023 |
| Term; auto-renewal | At-will employment |
| Non-compete/non-solicit | 18 months post-termination |
| Severance (no cause/good reason) | 18 months’ base + 18 months COBRA; acceleration of initial inducement equity; 90-day option exercise window |
| CIC severance (double trigger) | 24‑month protected period; 24 months’ salary; target bonus multiple; 18 months COBRA; full/time-based equity acceleration; performance equity at target or actual; extended exercise windows |
Investment Implications
- Pay-for-performance alignment: 2024 annual bonus paid at 107% on clearly disclosed, weighted corporate metrics plus a discretionary overlay tied to strategic milestones (Sanofi, divestiture, balance sheet repair). Equity is primarily time‑based RSUs and options; a 2025 shift to a mix including performance equity is expected, which would further strengthen alignment .
- Retention and selling pressure: Large, multi-year vesting schedules (2023/2024 grants) create retention hooks; anti-hedging/pledging and ownership guidelines support alignment. No evidence of pledging; beneficial ownership is modest vs shares outstanding, but option overhang and unvested RSUs create future vesting cadence to monitor .
- Downside protection and CIC economics: Double-trigger CIC plan with full time-based acceleration and target-or-actual performance equity treatment could crystallize significant value upon a sale; investors should assess this in any M&A scenario modeling (illustrative CEO CIC package ~$7.54M as of 12/31/2024) .
- Execution risk vs. strategy: 2024 achievements (Sanofi partnership, cost/cash actions, clinical advances) position the company for milestone/royalty-driven revenue; revenue declined year-over-year as the model transitions, but EBITDA loss narrowed. Monitoring 2025–2026 revenue/margin inflections relative to management scorecard will be key .
Values with an asterisk were retrieved from S&P Global.