John W. Shiver
NOVAVAXAbout John W. Shiver
Independent director since March 10, 2025; age 67. Ph.D. in Physical Chemistry (University of Florida) and B.S. in Chemistry and Mathematics (Wofford College); 30+ years leading vaccine/biologics R&D at Merck and Sanofi Pasteur, with machine learning/AI experience applied to vaccine design. Appointed to Novavax’s Board as a Class III director and determined independent under Nasdaq standards; currently serves on the Research & Development Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vibrant Biomedicines | Head of Research & Development | 2024–present | Leads R&D; ML/AI-informed vaccine candidate design |
| F‑Prime Capital | Special Advisor | 2021–present | Portfolio/scientific advisory support |
| University of Pennsylvania | Adjunct Professor, College of Medicine | 2008–present | Academic teaching/research |
| IGM ID | Chief Strategy Officer, Infectious Disease BU | 2021–2023 | Built ID strategy and portfolio |
| Sanofi Pasteur | Senior Vice President | 2013–2020 | Led vaccine R&D programs |
| Merck & Co., Inc. | VP Vaccine Basic Research & Franchise Head; VP Vaccines & Biologics Research; Executive Director | 1991–2013 | Led vaccine research across >40 diseases |
External Roles
| Organization | Type | Role | Current/Prior |
|---|---|---|---|
| Calder Biosciences | Private | Director | Current |
| AuraVax Therapeutics | Private | Director | Current |
| International AIDS Vaccine Initiative (IAVI), Inc. | Non‑profit | Director | Current |
| Icosavax | Public (historical) | Director | Served on board (press release) |
Board Governance
- Committee assignments: Research & Development Committee member (not Chair) .
- Independence: Board affirmatively determined Shiver is independent under Nasdaq standards; no related party transactions requiring disclosure (Item 404) .
- Board/committee activity baseline: Board met 20 times in 2024; all directors then-serving attended at least 75% of meetings; Shiver joined in 2025 (attendance in 2024 not applicable) .
- Committee remit: R&D Committee met 5 times in 2024; oversees R&D program progress, IP strategy, regulatory strategy, and R&D risk .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board cash retainer (member) | $55,000 | Per non‑employee director policy (2024 schedule) |
| Committee member cash retainer – Research & Development | $7,500 | Per policy; Shiver is a member |
| Meeting fees | $0 | No per‑meeting fees; expenses reimbursed |
| Stock in lieu of cash | Optional election | Directors may elect 50% or 100% cash fees paid in stock; granted quarterly using 10‑day avg price (policy adopted Dec 2023) |
Performance Compensation
| Equity Element | Grant detail | Vesting | Valuation/Terms |
|---|---|---|---|
| Initial option grant | 35,770 shares | Vests in 3 equal annual installments from grant date | Aggregate initial grant fair value target ≈ $525,000; option exercise price per plan at grant; granted Mar 10, 2025 |
| Initial RSU grant | 23,480 RSUs | Vests in 3 equal annual installments from grant date | Aggregate initial grant fair value target ≈ $525,000; granted Mar 10, 2025 |
| Ongoing annual equity (policy) | Mix of options and/or RSUs | Annual grants vest in full after 1 year of service | Target aggregate grant date fair value ≈ $350,000; begins with 2026 Q2 Board meeting under program |
Director equity awards are time‑based (no disclosed performance metrics), aligning pay with service continuity and shareholder value creation via equity exposure .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other current public company boards | None (per proxy summary table) |
| Private/non‑profit boards | Calder Biosciences; AuraVax Therapeutics; IAVI |
| Potential interlocks/conflicts | Prior senior role at Sanofi Pasteur while Novavax has a 2024 partnership with Sanofi; Board determined independence and disclosed no related‑party transactions |
Expertise & Qualifications
- Scientific/R&D leadership: 30+ years leading vaccine and biologics research; teams across >40 diseases; ML/AI group creation for vaccine design .
- Skills matrix: Scientific/R&D and Cybersecurity/IT/AI competencies; broad industry and executive leadership experience .
- Education: Ph.D. Physical Chemistry (University of Florida); B.S. Chemistry & Mathematics (Wofford College) .
Equity Ownership
| Measure | Amount | Date | Notes |
|---|---|---|---|
| Beneficial ownership (Common Stock) | — (not listed) | Record date Apr 21, 2025 | No shares reported beneficially owned as of record date (proxy table) |
| Options held (initial grant) | 35,770 | Mar 10, 2025 | Time‑vest; not exercisable within 60 days of record date |
| RSUs held (initial grant) | 23,480 | Mar 10, 2025 | Time‑vest; count toward ownership guidelines |
| Hedging/pledging | Prohibited | Policy level | Directors/officers prohibited from hedging/pledging company stock |
| Ownership guidelines | Required | 5‑year grace | Directors must meet ownership multiple; unvested RSUs count; 5‑year compliance window from when subject to guidelines |
Governance Assessment
- Board effectiveness: R&D Committee assignment leverages Shiver’s deep vaccine R&D and AI/ML expertise; committee mandate spans R&D strategy, IP, regulatory, and risk oversight—supportive of Novavax’s pivot to partnerships and pipeline expansion .
- Independence and conflicts: Board formally determined independence; Audit Committee oversees related‑party transactions and reported none; prior Sanofi employment is a potential perception risk given current Sanofi partnership but no disclosed related‑party dealings—a manageable watchpoint given policies and committee oversight .
- Compensation alignment: Director pay mix is balanced cash + time‑based equity (initial and annual awards); no meeting fees; optional stock‑in‑lieu for cash supports alignment and cash conservation; anti‑hedging/pledging and ownership guidelines enhance skin‑in‑the‑game over time .
- Investor signals: 2024 say‑on‑pay support of ~73.5% indicates moderate shareholder acceptance of executive pay design; Board remains 8 of 9 independent with separate Chair/CEO structure and regular executive sessions—positive governance context as Shiver joins .
Red Flags to monitor
- Perceived interlock: Historical Sanofi leadership vs. current Sanofi partnership—monitor disclosures for any transaction involvement or recusal as appropriate .
- Ownership build: Beneficial ownership not yet reported; track Form 4s for equity accrual and compliance with ownership guidelines within the grace period .
Overall, Shiver’s appointment adds substantial vaccine R&D and AI/ML capability to the Board’s oversight of Novavax’s R&D‑centric strategy, with standard director compensation/indemnification terms, clear independence determination, and governance policies (anti‑hedging/pledging, ownership guidelines) that support alignment and investor confidence .